Ilive Inc/NV – ‘10SB12G’ on 12/17/99

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Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G     Registration of Securities of a Small-Business        26    124K 
                          Issuer                                                 
 2: EX-3.1      Articles of Incorporation                              2     11K 
 3: EX-3.2      Bylaws                                                19     61K 
 4: EX-23       Consent                                                1      5K 
 5: EX-27       Financial Data Schedule                                1      8K 

10SB12G   —   Registration of Securities of a Small-Business Issuer
Document Table of Contents

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

FORM 10-SB

 GENERAL FORM FOR REGISTRATION OF SECURITIES
 OF SMALL BUSINESS ISSUERS

 UNDER SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934

 SOCIETY OF ECONOMIC ASSURANCE, INC.
(Name of small business issuer in its charter)

   NEVADA                                     33-0883266
(State  or  other  jurisdiction  of                  (I.R.S.  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
(Registrant's telephone number, including area code)

 SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
(None)

 SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, par value $0.001
------------------------------
Title of Class

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 TABLE OF CONTENTS
 -----------------

PART I

Item  1          Description  of  Business.                                     

Item  2          Management's  Discussion  and  Analysis  or  Plan of Operation.

Item  3          Description  of  Property.                                     

Item  4          Security Ownership of Certain Beneficial Owners and Management.

Item  5          Directors,  Executive  Officers, Promoters and Control Persons.

Item  6          Executive  Compensation.                                       

Item  7          Certain  Relationships  and  Related  Transactions.            

Item  8          Description  of  Securities.                                   

 PART II

Item  1          Market Price of and Dividends on the Registrant's Common Equity
and  Other  Shareholder  Matters.             

Item  2          Legal  Proceedings.                                            

Item  3          Changes  In  and  Disagreements  With  Accountants.            

Item  4          Recent  Sales  of  Unregistered  Securities.                   

Item  5          Indemnification  of  Directors  and  Officers.                 

PART F/S

Financial  Statements.                                                          

PART III

Item  1          Index  to  Exhibits.                                           

Item  2          Description  of  Exhibits.                                     

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PART I

ITEM  1  -  DESCRIPTION  OF  BUSINESS                                           

The  Company  was  organized  under the Laws of the State of Nevada, on April 3,
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
"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  5  -  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.                                

Applicable  regulations  require  the reporting of certain information regarding
businesses  acquired,  including the filing of certified financial statements of
such  companies.  Thus,  if  during the pendency of this registration statement,
the  Company  determines  that a material acquisition is probable, this document
will  be  appropriately  revised,  including  the  addition of audited financial
statements  of the business to be acquired.  Consequently, a target company that
does not have, or cannot obtain, audited financial statements will not likely be
considered  by  Management.                                                     

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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.   

Management  has  voluntarily elected to file this Form 10-SB with the Securities
and  Exchange  Commission  pursuant  to  the  recent requirement of the National
Association  of  Securities  Dealers (NASD) that companies seeking to have their
securities  quoted  on the Over-The-Counter Bulletin Board must first be subject
to  the reporting requirements of section 13 or 15(d) of the Securities Exchange
Act  of  1934,  as  amended  (the  "Exchange  Act").  As such, subsequent to the
effectiveness  hereof,  the  Company will be filing periodic reports as required
under  the  Exchange Act.  Management anticipates that the Company will continue
to  voluntarily  file  periodic reports in the event that its obligation to file
such  reports is suspended under the Exchange Act.  Any potential target company
must  have financial statements which can be audited and prepared as required by
Rule  310  of  Regulation  S-B  and/or  Regulation  S-X.                        

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.                               

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".                                                  

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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.                                                                   

FACILITIES                                                                      

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.                                                       

YEAR  2000  COMPLIANCE                                                          

As  the  Company  does not have any material assets nor any computer systems, it
has  not  done  an  evaluation of its Year 2000 compliance.  Management does not
anticipate that there will be any consequences, material or immaterial, negative
or positive, to the Company as a result of the Year 2000 computer problem.  As a
result  of  a  Business  Combination or merger, however, the Company may inherit
computer  systems  that  are not Year 2000 compliant, or enter into contracts or
business  dealings with suppliers, contractors, or others that are not Year 2000
compliant.  Management  cannot anticipate the impact of such future occurrences.
Failure  to  satisfactorily  address  the  Year 2000 issue could have a material
adverse  effect  on  the  Company.                                              

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RISK  FACTORS                                                                   

AN  INVESTMENT  IN THE SECURITIES OF THE COMPANY PRESENTS CERTAIN MATERIAL RISKS
TO  INVESTORS.  ANY  INVESTOR IN THE COMPANY IS ENCOURAGED TO CAREFULLY CONSIDER
THE  FOLLOWING  RISKS  BEFORE  PURCHASING  THE  SECURITIES  OF  THE  COMPANY.   

1.     SHELL  CORPORATION.  This  type  of  company is commonly called a "shell"
corporation  because  the company does not have any assets or operations and has
been  formed  for  the specific purpose of acquiring all or substantially all of
the  ownership  of  an existing business.  These transactions are consummated by
issuing  or  transferring  large  blocks  of  the Company's equity shares to the
principals  of  the  business  that is acquired.  Any such issuance will involve
significant  dilution  in  the  equity  interest  in  the  Company  held  by the
pre-reorganization  shareholders  of  the  Company  with  the  result  that  the
pre-reorganization  shareholders  of the Company will have a substantially lower
aggregate  interest in the outstanding shares of the Company after giving effect
to  the  reorganization.  See, "Description of Business."  Prospective investors
should  be  aware  that privately-held companies often times merge or reorganize
with  a  public  shell  as a means of "going-public" without having to incur the
time,  expense  and  disclosure  obligations  normally  associated  with  the   
going-public  process.  In  the  event  the Company merges with a privately-held
company  subsequent  to  the  effectiveness  of  this  registration  statement, 
investors  will  not  have  had  the  benefit  of  receiving  disclosure of such
company's  operations  and financial condition prior to making their investment.
See, "Description of Business."  Prospective investors should also be aware that
management  of  the Company, acting in compliance with the Bylaws of the Company
and  Nevada  Corporation  Law,  intends  to structure any reorganization with an
operating  business  in  a  manner that will allow the Board of Directors of the
Company  to approve the selection of the operating business and all of the terms
of  the  reorganization, including the appointment of the successor officers and
directors,  without  the  need  or  request  for  shareholder  approval.  See,  
"Description  of  Business."                                                    

2.     RISK  OF  PROPOSED  NEW BUSINESS; LACK OF ASSETS, REVENUES OR OPERATIONS.
The  Company  was  only  recently formed and has no material assets, revenues or
operations.  Since  inception  management  of  the  Company  has  paid,  without
reimbursement,  expenses  of the Company.  Management expects that the Company's
working  capital  requirements  will  be  nominal  and will be satisfied through
additional  capital  contributions by management as required.  The report of the
Company's  independent  auditors  on  the Company's November 30, 1999 financial 
statements  includes a qualification regarding the Company's ability to continue
as  a  going  concern.  In  its report, the Company's independent auditors state
that  the  Company needs an additional capital infusion in order to fund current
expenditures,  acquire business opportunities and achieve profitable operations,
and  that  such  factors  raise substantial doubt about the Company's ability to
continue  as  a  going  concern.                                                

3.     RELIANCE  ON MANAGEMENT; LACK OF EXPERIENCE.  The Company is dependent on
its  officers  and  directors'  personal  abilities  to  evaluate  business     
opportunities  that  may  be  presented in the future.  Since management has not
identified  a  proposed  business  or  industry  in  which it will search for an
acquisition  target,  it  is  unlikely  that  management  will  have  any  prior
experience  in the technical aspects of the industry or the business within that
industry  which  may  be  acquired.  See,  "Description  of  Business"  and     
"Management."                                                                   

4.     MINIMAL  TIME  COMMITMENT  OF  MANAGEMENT.  The  current  officers  and  
directors  engage  in  other activities and will devote only a minimal amount of
their  time  to  the  Company.  See,  "Management."                             

5.     CONTROL  BY  MANAGEMENT.  Management  of  the  Company  presently  owns  
100% of the outstanding Common Stock of the Company.  Therefore,                
until such time as the Company acquires an operating business, management of the
Company  will  have  the power to elect all of the Company's Board of Directors,
amend  the  Company's  Certificate  of  Incorporation,  and  approve  a  merger,
consolidation  with  another  company or sale of all or substantially all of the
Company's  assets.  See,  "Principal  Shareholders"  and  "Description  of      
Securities."                                                                    

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6.     PREFERRED  STOCK.  The Company is authorized to issue 100,000 shares of  
$0.001  par  value preferred stock ("Preferred Stock").  The Preferred Stock may
be  issued  from time to time in one or more series, and the Board of Directors,
without  action  by the holders of the Common Stock, may fix or alter the voting
rights,  redemption  provisions,  (including  sinking fund provisions), dividend
rights, dividend rates, liquidation preferences, conversion rights and any other
rights preferences, privileges and restrictions of any wholly unissued series of
Preferred  Stock.  The  Board  of  Directors,  without stockholder approval, can
issue  shares  of  Preferred  Stock  with rights that could adversely affect the
rights  of  the holders of Common Stock.  No shares of Preferred Stock presently
are  outstanding, and the Company has no present plans to issue any such shares.
The  issuance  of  shares  of  Preferred Stock could adversely affect the voting
power  of  holders  of  Common  Stock  and  could  have  the effect of delaying,
deferring  or  preventing  a change in control of the Company or other corporate
action.                                                                         

7.     COMPETITION.  Numerous  large,  well-financed  firms  with  large  cash  
reserves  are  engaged  in  the  acquisition  of  companies and businesses.  The
Company  expects  competition  to  be  intense  for available target businesses.

8.     LACK  OF  FACILITIES.  The  Company's office is located within a suite of
offices  leased by the legal firm employing the Company's President.  The use of
the  facilities is provided to the Company at no charge and the Company does not
intend  to  rent  other  office  space  until  an acquisition target business is
identified  and acquired.  The lack of any separate facilities for the Company's
operations  may  work  to  the  Company's  future  detriment.  See,  "Property."

9.     POTENTIAL  SALES  PURSUANT  TO  RULE 144.  All 100,000 shares of Common  
Stock  currently outstanding are "restricted securities" as that term is defined
in  Rule  144  promulgated  under  the  Securities  Act of 1933, as amended.  In
addition,  all  100,000  shares  of Common Stock are eligible for resale under  
Rule  144.  In  general,  under  Rule  144 a person (or persons whose shares are
aggregated)  who  has  satisfied  a  one-year  holding period may, under certain
circumstances, sell within any three month period, a number of shares which does
not  exceed the greater of 1% of the then outstanding shares of Common Stock, or
the  average  weekly trading volume during the four calendar weeks prior to such
sale.  Rule  144  also  permits, under certain circumstances, the sale of shares
without  any  quantity  limitation  by  a  person who is not an affiliate of the
Company  and who has satisfied a two-year holding period.  The Company is unable
to  predict  the effect that sales of the Company's securities under Rule 144 or
otherwise,  may have on the then prevailing market price of the Common Stock; it
can  be  expected, however, that the sale of any substantial number of shares of
Common  Stock  would  have a depressive effect on the market price of the Common
Stock.                                                                          

10.     MARKET FOR THE COMMON STOCK OF THE COMPANY.  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.  Even if a trading market should develop, the
market  may  be  substantially  limited  or unsustained.  There are currently no
plans,  proposals, arrangements or understandings with any person with regard to
the  development  of  a  trading  market  in  any  of  the Company's securities.

ITEM  2  -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATIONS   

Management  believes  that  the Company has minimal cash requirements during the
next  12 months.  The Company does not anticipate any significant changes in the
number of its employees, does not plan to engage in research and development and
does  not  plan  to  purchase  or  sell  plant  or  equipment.                  

The  Company  is  a  "blank  check"  or  "shell"  company and as such expects to
concentrate primarily on the identification and evaluation of prospective merger
or acquisition "target" entities including private corporations, partnerships or
sole proprietorships.  Management believes that target companies will be limited
to  privately  financed  companies and expects to be precluded from other public
companies.                                                                      

Management  intends  to  identify prospects through present associations such as
its  officers  and  directors, attorneys, and similar persons.  The Company does
not  anticipate  engaging  the services of professional firms that specialize in
business  acquisitions  and reorganizations.  Nor does Management intend to hire
independent  consultants  or advisors for merger related services.  In the event
that  professional  firms  specializing  in  business  acquisitions  and        
reorganizations,  consultants,  or  advisors  are  engaged, they may be paid, in
addition  to  customary  fees,  a  finder's fee for introductions resulting in a
business combination or merger.  The finder's fee may be up to ten percent (10%)
of  the value of the transaction, and may be payable in equity securities of the
Company.  It  is not anticipated that finder's fees or other acquisition related
compensation will be paid to Management or their affiliates.  If incurred, there
is  currently  a  minimal  amount  of funds available to pay consulting or other
service  fees,  and  the  proceeds of future financings or funds from the target
company  would  be  utilized.                                                   

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Management  expects  to  conduct  a  preliminary evaluation of target companies.
Such  preliminary  evaluations  are not expected to be an in-depth evaluation of
the target company's operations.  Nevertheless, this evaluation should provide a
sufficient  overview  to  eliminate  many  prospects from further consideration.
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.

The  specific  method  or form by which a Business Combination may be structured
cannot  be determined at this time.  It could involve a merger or consolidation;
merger  or  consolidation  of  the  acquired  business  into a subsidiary of the
Company;  an exchange of shares of stock, with or without payment in cash; or an
acquisition  of assets.  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. 

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.  There are
no  arrangements,  agreements,  or  understandings  between  non-management     
shcreholders 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.                                                           

A  merger  will likely be made through the exchange of the Company's stock which
has  been  authorized  but  unissued  (and  perhaps the balance of the Company's
assets)  for  stock  of  the  target company.  The Company has not established a
specific  minimum  level  of  earnings  or  assets  which  a target company must
satisfy.  Moreover, Management may identify a target company which is generating
losses or which has negative equity, which may have a material adverse effect on
the  price  of  the  Company's  common  shares.                                 

Negotiations  with  target  company  management  can be expected to focus on the
percentage  of  the  Company  which target company shareholders would acquire in
exchange  for  their  shareholdings  in  the  target  company.  The  Company's  
shareholders  will,  in  all  likelihood,  hold  no more than a relatively small
percentage  of  the  common  shares  of  the  Company  following  any  merger or
acquisition.  This  percentage  may  be subject to even further 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.                                                                   

The  exact  terms  and  format  of  any  acquisition  will  be determined by the
Company's  Management  and,  unless  required by law, the Company's shareholders
will  not  have  the opportunity to vote on the acquisition.  The Company may be
required to file or maintain a registration statement to register any securities
to  be  issued  in  connection  with  any  acquisition.                         

There  are  no  plans, proposals, arrangements or understandings with respect to
the  sale  of  additional  securities  to  affiliates  or  others  following the
registered  distribution  but  prior  to the location of a business opportunity.

If  the  Company does not consummate a transaction after expenditure of time and
funds  in  investigation  and  analysis  of  a  business opportunity, the losses
incurred  may  adversely  affect the Company's ability to carry out its business
objectives.  It  is  also  possible  that  the  Company  may  expend  all of its
resources  without  ever  successfully  acquiring  any  business  opportunity.  

The  Company  is not currently a party to any loan agreements or understandings.
It is not presently anticipated that the Company will become a party to any loan
agreement or understanding as a result of a Business Combination.  Following the
consummation  of  a  Business  Combination,  the  Company  may,  in Management's
discretion,  enter  into  loan  agreements  or  understandings  in the course of
funding  its  growth  and/or  operations.                                       

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Some  target  companies  may not need additional capital but may desire to merge
with  the  Company  for  purpose of establishing a public trading market for its
shares.  In such event, Management of the target company may desire to avoid the
delays,  expenses,  and  other  perceived  adverse consequences of undertaking a
public  offering.  Such  a merger, in all likelihood, would involve the exchange
of  the  Company's  stock,  including the authorized but unissued stock with the
outstanding  shares  of  the  target  company.                                  

As  the  Company  does not have any material assets nor any computer systems, it
has  not  done  an  evaluation of its Year 2000 compliance.  Management does not
anticipate that there will be any consequences, material or immaterial, negative
or positive, to the Company as a result of the Year 2000 computer problem.  As a
result  of  a  Business  Combination or merger, however, the Company may inherit
computer  systems  that  are not Year 2000 compliant, or enter into contracts or
business  dealings with suppliers, contractors, or others that are not Year 2000
compliant.  Management  cannot anticipate the impact of such future occurrences.
Failure  to  satisfactorily  address  the  Year 2000 issue could have a material
adverse  effect  on  the  Company.                                              

Management  has  voluntarily elected to file this Form 10-SB with the Securities
and  Exchange  Commission  pursuant  to  the  recent requirement of the National
Association  of  Securities  Dealers (NASD) that companies seeking to have their
securities  quoted  on the Over-The-Counter Bulletin Board must first be subject
to  the reporting requirements of section 13 or 15(d) of the Securities Exchange
Act  of  1934,  as  amended  (the  "Exchange  Act").  As such, subsequent to the
effectiveness  hereof,  the  Company will be filing periodic reports as required
under  the  Exchange Act.  Management anticipates that the Company will continue
to  voluntarily  file  periodic reports in the event that its obligation to file
such  reports is suspended under the Exchange Act.  Any potential target company
must  have financial statements which can be audited and prepared as required by
Rule  310  of  Regulation  S-B  and/or  Regulation  S-X.                        

ITEM  3  -  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.                                                     

ITEM  4  -  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND MANAGEMENT

The  following  table  sets  forth, as of December 15, 1999, certain information
with  respect to the Company's equity securities owned of record or beneficially
by (i) each 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.                         

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COMMON  STOCK                                                                   

                                                        [Enlarge/Download Table]


                                                                                                            
Title                                                                                           Percent of  
of Class                                   Name and Address of Beneficial Owner  Common Stock   Outstanding 
-----------------------------------------  ------------------------------------  -------------  ------------

Common Stock                               M. Richard Cutler                       80,000         80.0%     
                                           610 Newport Center Drive                                         
                                           Suite 800                                                        
                                           Newport Beach, CA 92660                                          

Common Stock                               Brian A. Lebrecht                       20,000         20.0%     
                                           610 Newport Center Drive                                         
                                           Suite 800                                                        
                                           Newport Beach, CA 92660                                          

All Directors and Officers as a Group (2)                                         100,000        100.0%     
                                                                                  =======        =====      

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  5  -  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS  

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
and  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  are  as  follows:   

Name                         Age     Positions                                  
----                         ---     ---------                                  
M.  Richard  Cutler           41     President,  Treasurer,  Director (1998)    
Brian  A.  Lebrecht           30     Secretary  (1998)                          

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M.  RICHARD  CUTLER,  41, is President, Treasurer 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."                                         

BRIAN  A.  LEBRECHT,  30,  is  Secretary  of the Company, and has been since its
inception.  Mr.  Lebrecht  joined  the  Cutler  Law  Group in December 1996, and
assists  clients  primarily  in  the  areas of corporate finance and mergers and
acquisitions,  including  private  placements,  public  and  private  offerings,
Securities  and  Exchange  Commission  and  Blue  Sky  compliance  and reporting
requirements,  asset  and  stock  purchases, and general corporate practice. His
clientele  includes  emerging  growth  companies  in  the  areas of health care,
finance,  clothing  and  apparel,  Internet  commerce,  retail,  gas and service
stations,  giftwares, manufacturers representatives, mail order, high-technology
manufacturing,  and  a  wide  array  of  service  industries.  He  is an adjunct
professor  of Business Law at the University of California, San Diego Extension,
is  active  with the Service Corps of Retired Executives (SCORE) and the Greater
San Diego Chamber of Commerce Small Business Development Center (SBDC), and is a
licensed  California  Real  Estate  Broker.  Mr.  Lebrecht  is a graduate of the
University of San Diego with a Bachelors in Business Administration in 1991, and
a  J.D.  and  M.B.A.  in  1995,  and is licensed to practice law in the State of
California  and  the  United  Stated District Court for the Southern District of
California.  Immediately  prior to joining the Law Offices of M. Richard Cutler,
Brian  was  the proprietor of The Law Offices of Brian A. Lebrecht in San Diego,
California,  focusing  on business transactions, formations, and acquisitions as
well  as  estate  planning. His past experiences include a position in the legal
department  of  the  Federal  Home  Loan  Mortgage  Corporation (Freddie Mac) in
Washington,  D.C.,  a  position  within  the General Counsel's office of a major
Southern  California  construction  supplier,  and  representation  of  consumer
interests  before  the  California  State  Contractors  License  Board  and  the
California  State  Banking  Department,  culminating  in  published works in the
California  Regulatory  Law  Reporter.                                          

As  Management  intends  to  offer  a controlling interest in the Company, it is
probable  that  a  change  of  management  control  will occur as a result of an
acquisition  engaged  in  by  the  Company.                                     

ITEM  6  -  EXECUTIVE  COMPENSATION                                             

The Company has not paid its executive officers any remuneration since inception
to  date  nor  does  it  intend  to  until  such time as the Company acquires an
operating  business.  The  Company provides no compensation to its directors and
does  not  intend  to  until  such  time,  if  ever,  as the Company acquires an
operating  business.                                                            

The  Company's  President,  M.  Richard  Cutler,  also  serves  as corporate and
securities counsel to the Company.  There are currently no amounts due and owing
to  Mr.  Cutler for legal fees, and it is not anticipated that there will be any
amounts  due  and  owing  at  the  time  of  selection of a Business Combination
candidate.                                                                      

Since  the  officers and directors are also the current shareholders they may be
expected  to  receive  financial  gain if a target company makes arrangements to
acquire  a  sufficient  amount of stock to obtain control of the Company.  Since
Management  cannot  now  predict  the form or structure of any possible Business
Combination,  investors  should  be  aware  that  additional  compensation  with
Management could be negotiated in connection with a Business Combination.  These
arrangements  could  include  consulting  agreements,  membership  on  Boards or
committees, legal services or other arrangements.  Consequently, there can be no
present  prediction  of  all  compensation  that  might  ultimately  be  paid to
Management.                                                                     

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SUMMARY  COMPENSATION  TABLE                                                    

The  Summary  Compensation  Table  shows  certain  compensation  information for
services  rendered  in  all capacities from inception through December 15, 1999.
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.      

                                                        [Enlarge/Download Table]


                                   SUMMARY COMPENSATION TABLE                                                   

                                  Annual  Compensation        Long  Term Compensation                           
                                  --------------------    ------------------------------                        
                                                           Awards               Payouts                         
                                                          ------------------   -------------------              

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

M. Richard Cutler   1999  -0-          -0-            -0-          -0-         -0-         -0-      -0-         

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

Brian A. Lebrecht   1999  -0-          -0-            -0-          -0-         -0-         -0-      -0-         

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


                                                        [Enlarge/Download Table]


                                  OPTION/SAR GRANTS IN LAST FISCAL YEAR                                 
                                           (INDIVIDUAL GRANTS)                                          
                                           -------------------                                          

                                                                                                        
                   NUMBER OF SECURITIES   PERCENT OF TOTAL                                              
                   UNDERLYING             OPTIONS/SAR'S                                                 
                   OPTIONS/SAR'S          GRANTED TO EMPLOYEES  EXERCISE OF BASE PRICE                  
NAME               GRANTED (#)            IN FISCAL YEAR        ($/SH)                   EXPIRATION DATE
-----------------  ---------------------  --------------------  -----------------------  ---------------

M. Richard Cutler   -0-                   -0-                    N/A                      N/A           

Brian A. Lebrecht   -0-                   -0-                    N/A                      N/A           
-----------------  ---------------------  --------------------  -----------------------  ---------------


ITEM  7  -  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.                                                                       

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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 owns 80,000 shares of the Company and 
is  an  officer and director.  Mr. Lebrecht owns 20,000 shares of the Company's 
common  stock  and  works  with  Mr.  Cutler  at  the  Cutler  Law  Group.      

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.                                                                   

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                                                        

Management is involved in three other blank check companies. In 1994, Wellspring
Investments, Inc., a Delaware corporation, was formed as a blank check, or shell
company.  In  March  1999, Wellspring filed a Form 10-SB with the Securities and
Exchange  Commission.  As  of  the  date  hereof,  Wellspring  does not have any
material  business  operations  and  has  not  completed  a Business Combination
transaction.                                                                    

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.  As of the date
hereof, AGM does not have any material business operations and has not completed
a  Business  Combination  transaction.                                          

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 is awaiting comments from the SEC. 
As of the date hereof, Conchology does not have any material business operations
and has not completed a  Business  Combination  transaction.                    

ITEM  8  -  DESCRIPTION  OF  SECURITIES                                         

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.  Even if a trading market
should  develop,  the market may be substantially limited or unsustained.  There
are  currently  no  plans,  proposals,  arrangements  or understandings with any
person  with  regard  to  the  development  of  a  trading  market in any of the
Company's  securities.  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.                                         

COMMON  STOCK                                                                   

The  Company's  Articles  of  Incorporation authorize the issuance of 1,000,000 
shares  of  common stock, $0.001 par value per share.  The holders of each share
of  common stock (i) have equal rights to dividends from funds legally available
therefore,  when,  as  and if declared by the Company's Board of Directors, (ii)
are  entitled  to share in all assets of the Company available for distribution,
(iii)  do  not  have pre-emptive, subscription or conversion rights and (iv) are
entitled  to  one  non-cumulative  vote  at  all  shareholder  meetings.        

All  shares  of  common  stock  now  outstanding  are  fully  paid  for  and    
non-assessable.                                                                 

Stockholders  have  no  cumulative  voting rights, which means that Stockholders
owning  more  than 50% of the outstanding stock can vote to elect all directors.
Accordingly,  the  remaining  Stockholders would not be able to elect any of the
Company's  directors.                                                           

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Management  has  voluntarily elected to file this Form 10-SB with the Securities
and  Exchange  Commission  pursuant  to  the  recent requirement of the National
Association  of  Securities  Dealers (NASD) that companies seeking to have their
securities  quoted  on the Over-The-Counter Bulletin Board must first be subject
to  the reporting requirements of section 13 or 15(d) of the Securities Exchange
Act  of  1934,  as  amended  (the  "Exchange  Act").  As such, subsequent to the
effectiveness  hereof,  the  Company will be filing periodic reports as required
under  the  Exchange Act.  Management anticipates that the Company will continue
to  voluntarily  file  periodic reports in the event that its obligation to file
such  reports  is  suspended  under  the  Exchange  Act.                        

PREFERRED  STOCK                                                                

The  Company  is  authorized to issue up to 100,000 shares of Preferred Stock,  
par  value  $0.001.  The  Preferred Stock of the Company can be issued in one or
more  series  as  may  be determined from time to time by the Board of Directors
without  further  stockholder  approval.  In  establishing a series the Board of
Directors  shall  give  to  it a distinctive designation so as to distinguish it
from  the shares of all other series and classes, shall fix the number of shares
in  such  series,  and  the  preferences,  rights and restrictions thereof.  All
shares  of  any  one  series  shall  be alike in every particular.  No shares of
Preferred  Stock  have  been  issued.                                           

NON-CUMULATIVE  VOTING                                                          

The  Articles  of  Incorporation  and  Bylaws  of  the  Company  specify  that  
shareholders  will not have the right to accumulate their shares for the purpose
of  electing  directors  of  the  Company.  Consequently,  all  directors of the
Company  will  be  elected  by  the  present  majority  shareholders.           

COMMON  STOCK  DIVIDENDS                                                        

The  Company  does  not  presently  anticipate that it will pay dividends on its
Common  Stock  at  any time in the foreseeable future.  The payment of dividends
will  depend,  among  other things, upon the earnings, assets, general financial
condition,  and  other  factors.  In  the  event  that  the Company successfully
completes  a  merger or acquisition as contemplated hereunder, the Management of
the  acquired company will, in all likelihood, have sole and exclusive authority
to  determine  whether  Common  Stock  dividends  will  be  paid  thereafter.   

The  Company  intends  to  furnish  holders  of  its common stock annual reports
containing  audited  financial  statements  and to make public quarterly reports
containing  unaudited  financial  information.                                  

TRANSFER  AGENT                                                                 

The Company acts as its own transfer agent.                                     

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 PART II

ITEM  1  -  MARKET  PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER  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.  Even if a trading market
should  develop,  the market may be substantially limited or unsustained.  There
are  currently  no  plans,  proposals,  arrangements  or understandings with any
person  with  regard  to  the  development  of  a  trading  market in any of the
Company's  securities.                                                          

Management  has  voluntarily elected to file this Form 10-SB with the Securities
and  Exchange  Commission  pursuant  to  the  recent requirement of the National
Association  of  Securities  Dealers (NASD) that companies seeking to have their
securities  quoted  on the Over-The-Counter Bulletin Board must first be subject
to  the reporting requirements of section 13 or 15(d) of the Securities Exchange
Act  of  1934,  as  amended  (the  "Exchange  Act").  As such, subsequent to the
effectiveness  hereof,  the  Company will be filing periodic reports as required
under  the  Exchange Act.  Management anticipates that the Company will continue
to  voluntarily  file  periodic reports in the event that its obligation to file
such  reports  is  suspended  under  the  Exchange  Act.                        

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.                                                      

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.                                                  

STOCKHOLDERS                                                                    

As  of  December  15,  1999,  the  Company  had 100,000 shares of Common Stock  
outstanding  and  held  by  2  shareholders  of  record.                        

DIVIDENDS                                                                       

The Company has not paid cash dividends on its Common Stock in the past and does
not  anticipate  doing  so  in  the  foreseeable  future.                       

ITEM  2  -  LEGAL  PROCEEDINGS                                                  

The  Company  is not presently, but 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 financial condition or
results  of  operations.                                                        

ITEM  3  -  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS                  

Effective December 7, 1999, Haskell & White LLP, Certified Public Accountants,  
were engaged  by  the  Company  as  their  principal  auditors to audit the     
Company's financial  statements.  There  have  been  no  changes  in accountants
or disagreements  of the type required to be reported under this Item 3 between 
the Company  and  its  independent  auditors since their  date  of  engagement. 

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ITEM  4  -  RECENT  SALES  OF  UNREGISTERED  SECURITIES                         

In  April  1998,  the Company issued 100,000 shares of Common Stock, for total  
consideration  valued  at  $100,  to 2 parties, including 80,000 shares to M.   
Richard  Cutler and 20,000  shares to Brian A. Lebrecht.  There  was no         
underwriter involved in this issuance.  The issuance was conducted pursuant to  
Section  4(2)  under  the Securities Act of 1933.  The Company has conducted    
no  other  issuances  of  securities.                                           

ITEM  5  -  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS                       

The Corporation Laws of the State of Nevada and the Company's Bylaws provide for
indemnification  of  the  Company's  Directors for liabilities and expenses that
they  may  incur  in  such  capacities.  In  general, Directors and Officers are
indemnified  with  respect to actions taken in good faith in a manner reasonably
believed  to  be  in,  or not opposed to, the best interests of the Company, and
with  respect  to any criminal action or proceeding, actions that the indemnitee
had  no  reasonable  cause  to believe were unlawful.  Furthermore, the personal
liability  of  the Directors is limited as provided in the Company's Articles of
Incorporation.                                                                  

The  Company  does  not  currently  maintain  a policy of Directors and Officers
Liability  Insurance.                                                           

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PART F/S

FINANCIAL  STATEMENTS                                                           

The  Financial  Statements required by this Item are included at the end of this
report  beginning  on  Page  F-1.                                               

PART III

ITEM  1  -  INDEX  TO  EXHIBITS                                                 

EXHIBIT  NO.          DESCRIPTION                                               

3.1                   Articles  of  Incorporation  of  the  Company.            

3.2                   Bylaws  of  the  Company.                                 

23.1                  Consent  of  Haskell  &  White  LLP,                      
     Independent Certified Public Accountants.

27.1                  Financial  Data  Schedule                                 

ITEM  2  -  DESCRIPTION  OF  EXHIBITS                                           

Not  applicable                                                                 

SIGNATURES

     In  accordance  with Section 12 of the Securities Exchange Act of 1934, the
registrant  caused this registration statement to be signed on its behalf by the
undersigned,  thereunto  duly  authorized.                                      

                     Conchology,  Inc.

Dated:  December  17,  1999               /s/    M.  Richard  Cutler            
                                ------------------------------
                               By:     M.  Richard  Cutler
                     Its:    President

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                                                            Financial Statements

                                             SOCIETY OF ECONOMIC ASSURANCE, INC.
                                                (A DEVELOPMENT STAGE ENTERPRISE)

                                  As of November 30, 1999 and December 31, 1998,
                              and for the Eleven Months Ended November 30, 1999,
                                                      the Period From Inception,
                                       April 3, 1998, through December 31, 1998,
                                                  and the Period From Inception,
                                      April 3, 1998, through November 30, 1999

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 SOCIETY OF ECONOMIC ASSURANCE, INC.
(A Development Stage Enterprise)

 TABLE OF CONTENTS

                                                                    PAGE
                                                                   -----

INDEPENDENT  AUDITORS'  REPORT                                                  

FINANCIAL  STATEMENTS                                                           

Balance  Sheets                                                      2

Statements  of  Operations                                           3

Statements  of  Stockholders'  Equity  (Deficit)                     4

Statements  of  Cash  Flows                                          5

Notes  to  Financial  Statements                                     6

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INDEPENDENT AUDITORS' REPORT

To  the  Board  of  Directors  and  Stockholders                                
Society of Economic Assurance, Inc.                                             

We  have  audited  the  accompanying  balance  sheets  of  Society  of Economic 
Assurance,  Inc.  (a  Development  Stage  Enterprise)  (the  "Company")  as  of 
November  30,  1999  and  December  31,  1998,  and  the  related  statements of
operations, stockholders' equity (deficit) and  cash flows for the eleven months
ended  November 30,  1999,  the  period  from  inception, April 3, 1998, through
December  31,  1998, and the period  from  inception,  April  3,  1998,  through
November  30,  1999.  These financial  statements  are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our  audits.                                      

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing 
standards.  Those standards require that we plan and perform the audit 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 November 30, 
1999 and December 31, 1998, and the results of its operations and its cash flows
for  the eleven months ended November 30, 1999, the period from inception, April
3,  1998,  through  December  31, 1998, and the period from inception, April 3, 
1998,  through  November  30,  1999,  in  conformity  with  generally  accepted 
accounting  principles.                                                         

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 1 to the
financial  statements,  the  Company  has no operations and no liquid resources.
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.                              

                                      /s/  Haskell & White LLP

                                    HASKELL  &  WHITE  LLP

December  17,  1999                                                             

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                                      BALANCE SHEETS                                     

                                          ASSETS                                         

                                                                                         
                                                          AS OF            As of         
                                                          NOVEMBER 30,     December 31,  
                                                          1999             1998          
                                                          ---------------  --------------
Cash                                                      $            -   $           - 
                                                          ---------------  --------------
    Total assets                                          $            -   $           - 
                                                          ===============  ==============

                          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                 

Payable to related party                                  $          535   $         310 
                                                          ---------------  --------------
    Total liabilities                                                535             310 
                                                          ---------------  --------------
CONTINGENCIES (Note 2)                                                                   

STOCKHOLDERS' EQUITY (DEFICIT)                                                           
  Preferred stock, $0.001 par value; 100,000 shares                                      
    authorized; no shares issued and outstanding                       -               - 
  Common stock, $0.001 par value; 1,000,000 shares                                       
    authorized; 100,000 shares issued and outstanding                100             100 
  Deficit accumulated during the development stage                  (635)           (410)
                                                          ---------------  --------------
    Total stockholders' equity (deficit)                            (535)           (310)
                                                          ---------------  --------------
        Total liabilities and stockholders' equity                                       
          (deficit)                                       $            -   $           - 
                                                          ===============  ==============

 See Accompanying Notes to Financial Statements.

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                               STATEMENTS OF OPERATIONS                              

                                                                                     
                                                     For the          For the        
                                                     Period From      Period From    
                                                     Inception,       Inception      
                                     ELEVEN MONTHS   April 3, 1998,   April 3, 1998, 
                                     ENDED           Through          Through        
                                     NOVEMBER 30,    December 31,     November 30,   
                                     1999            1998             1999           
                                     --------------  ---------------  ---------------
GENERAL AND ADMINISTRATIVE EXPENSES  $          225  $           410  $           635
                                     --------------  ---------------  ---------------
NET LOSS                             $          225  $           410  $           635
                                     ==============  ===============  ===============


 See Accompanying Notes to Financial Statements.

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                   STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)                     

                                                                                    
                                       Common Stock             Accumulated         
                                    Shares        Amount        Deficit      Total  
                                    ------------  ------------  ---------    -------

BALANCES, April 3, 1998                        -  $          -  $      -     $    - 

Issuance of common stock                                                            
  for services                           100,000           100         -        100 

Net loss for the period from                                                        
  inception, April 3, 1998,                                                         
  through December 31, 1998                    -             -      (410)      (410)
                                    ------------  ------------  ---------    -------
BALANCES, December 31, 1998              100,000           100      (410)      (310)

Net loss for the eleven months                                                      
ended November 30, 1999                        -             -      (225)      (225)
                                    ------------  ------------  ---------    -------
BALANCES, November 30, 1999              100,000  $        100  $   (635)    $ (535)
                                    ============  ============  =========    =======


 See Accompanying Notes to Financial Statements.

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                                   STATEMENTS OF CASH FLOWS                                   

                                  INCREASE (DECREASE) IN CASH                                 

                                                                                              
                                                            For the           For the         
                                                            Period From       Period From     
                                                            Inception,        Inception       
                                            ELEVEN MONTHS   April 3, 1998,    April 3, 1998,  
                                            ENDED           Through           Through         
                                            NOVEMBER 30,    December 31,      November 30,    
                                            1999            1998              1999            
                                            --------------  ----------------  ----------------

CASH FLOWS FROM OPERATING ACTIVITIES                                                          

  Net loss                                  $         (225) $          (410)  $          (635)

  Issuance of common stock of services                   -              100               100 

  Increase in payable to related party                 225              310               535 
                                            --------------  ----------------  ----------------
      Net cash used by                                                                        
        operating activities                             -                -                 - 
                                            --------------  ----------------  ----------------
NET INCREASE (DECREASE) IN CASH                          -                -                 - 
                                            --------------  ----------------  ----------------
CASH, BEGINNING OF PERIOD                                -                -                 - 
                                            --------------  ----------------  ----------------
CASH, END OF PERIOD                         $            -  $             -   $             - 
                                            ==============  ================  ================


 See Accompanying Notes to Financial Statements.

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 SOCIETY OF ECONOMIC ASSURANCE, INC.
(A Development Stage Enterprise)

 NOTES TO FINANCIAL STATEMENTS

1.   BUSINESS,  CAPITAL  STRUCTURE,  AND  SIGNIFICANT  ACCOUNTING  POLICIES     

Business                                                              

     Society  of  Economic Assurance,  Inc.  (A  Development  Stage  Enterprise)
(the "Company") was  incorporated  on  April  3,  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  and organizational  efforts.  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 November 30, 1999 and December  31,  1998.                                   

Capital  Structure                                                    

    On  April  4, 1998, the Company's Board of Directors approved the issuance
of  100,000 common shares for services, valued at a nominal amount approximating
fair value, to two individuals who are also officers of the Company.All of these
shares were issued to two officers of the Company.  As of November  30, 1999 and
December 31,  1998, one  officer has an 80 percent ownership in the Company, and
another officer has a 20 percent ownership in the Company.                      

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.                         

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

Going  Concern  and  Management's  Plans                                        

The  Company  has  not  commenced  significant  operations  and  has  no  liquid
resources.  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 and new operating
opportunities.  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.          

2.     YEAR  2000  COMPUTER  ISSUE                                              

The  Company  has not prepared an evaluation of potential issues related to year
2000  compliance.  Management  does  not  anticipate  that  there  will  be  any
significant  consequences  to  the Company as a result of the year 2000 computer
problem  based  on the fact that it has no significant assets, computer systems,
or business partners.  As a result of a business combination or merger, however,
the  Company  may  inherit computer systems that are not year 2000 compliant, or
contracts  or  business dealings with suppliers, contractors, or others that are
not  year 2000 compliant.  Failure to satisfactorily address the year 2000 issue
could  have  a  material  adverse  effect  on  the  Company.                    

Dates Referenced Herein

				Referenced-On Page
This ‘10SB12G’ Filing		Date		First		Last			Other Filings
Filed on:		12/17/99		17		20			None on these Dates
		12/15/99		9		15
		12/7/99		15
		11/30/99		6		25
		12/31/98		18		25
		4/4/98		25
		4/3/98		3		25
									List all Filings