Household Direct Com Inc – ‘10SB12G’ on 12/27/99

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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     Form 10-Sb                                            44    188K 
 2: EX-3.(I)    Articles of Incorporation                              4     18K 
 3: EX-3.(II)   Bylaws                                                 9     32K 
 4: EX-27       Financial Data Schedule                                1      6K 

10SB12G   —   Form 10-Sb
Document Table of Contents

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U. S. Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-SB

File No.: __________________

CIK: 00010433884

 GENERAL FORM FOR REGISTRATION OF SECURITIES
 OF SMALL BUSINESS ISSUERS

 Under Section 12(b) or (g) of the Securities Exchange Act of 1934

 CROSS CHECK CORP.
 -------------------
(Name of Small Business Issuer in its charter)

    COLORADO                                                84-1426440
State or other jurisdiction of                            IRS Employer ID Number
incorporation or organization                                                   

7444 SINGING HILLS COURT, BOULDER, CO                         80301             
(Address of principal executive offices)                      (Zip Code)        

Issuer's telephone number:   (303) 440-5356                                     

Securities to be registered under Section 12(b) of the Act:                     

Title of each class              Name of each exchange on which                 
to be so registered              each class is to be registered                 

Not Applicable                                                                  

Securities to be registered under Section 12(g) of the Act:                     

Common Stock                                                                    
(Title of class)                                                                

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                                                 TABLE OF CONTENTS                            

                                                      PART I                                  

                                                                                              
                                                                                         Page 

Item 1.                    Business.....................................................   3  

Item 2.                    Management's Discussion and Analysis of Financial                  
                           Condition and Results of Operations....................         18 

Item 3.                    Properties..................................................    20 

Item 4.                    Security Ownership of Certain Beneficial Owners                    
                           and Management........................................          20 

Item 5.                    Directors and Executive Officers of the Registrant..........    20 

Item 6.                    Executive Compensation......................................    24 

Item 7.                    Certain Relationships and Related Transactions..............    25 

Item 8.                    Description of Securities...................................    26 

                                                      PART II                                 

Item 1.                    Market for Registrant's Common Stock and                           
                           Security Holder Matters...............................          27 

Item 2.                    Legal Proceedings...........................................    27 

Item 3.                    Changes in and Disagreements with Accountants                      
                           on Accounting and Financial Disclosure................          27 

Item 4.                    Recent Sales of Unregistered Securities.....................    28 

Item 5.                    Indemnification of Directors and Officers..................     28 

                                                     PART F/S                                 

Signature Page................................................................             29 

Financial Statements and Supplementary Data..................................              F-1

Index to Exhibits....................................................                      30 


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PART I

ITEM 1.  DESCRIPTION OF BUSINESS.                                               

GENERAL                                                                         

         The Company was incorporated under the laws of the State of Colorado on
July 16, 1997, and is in the early developmental and promotional stages. To date
the Company's  activities have been organizational  ones, directed at developing
its  business  plan and raising its initial  capital.  The Company was formed to
seek  business  opportunities  and is currently a "shell" with no business.  The
Company  has no  commercial  operations  as of date  hereof.  The Company has no
full-time employees and owns no real estate.                                    

         The Company is a "shell" company and its only current  business plan is
to seek, investigate,  and, if warranted, acquire one or more businesses, and to
pursue other  related  activities  intended to enhance  shareholder  value.  The
acquisition of a business opportunity may be made by purchase,  merger, exchange
of stock, or otherwise, and may encompass assets or a business entity, such as a
corporation,  joint venture, or partnership.  The Company has no capital, and it
is unlikely  that the Company  will be able to take  advantage  of more than one
such  business   opportunity.   The  Company   intends  to  seek   opportunities
demonstrating  the  potential  of  long-term  growth as  opposed  to  short-term
earnings.                                                                       

         At the  present  time  the  Company  has not  identified  any  business
opportunity  that it plans to pursue,  nor has the Company reached any agreement
or  definitive  understanding  with any person  concerning an  acquisition.  The
Company  is filing  Form 10-SB on a  voluntary  basis in order to become a 12(g)
registered  company under the  Securities  Exchange Act of 1934. As a "reporting
company,"  the Company may be more  attractive to a private  acquisition  target
because it may be listed to trade its shares on the OTCBB.                      

         It is  anticipated  that the  Company's  officers  and  directors  will
contact  broker-dealers  and other persons with whom they are acquainted who are
involved in corporate finance matters to advise them of the Company's  existence
and to determine if any companies or businesses  they represent have an interest
in  considering a merger or  acquisition  with the Company.  No assurance can be
given that the Company  will be  successful  in finding or acquiring a desirable
business  opportunity,  given that no funds that are available for acquisitions,
or that any  acquisition  that occurs will be on terms that are favorable to the
Company or its stockholders.                                                    

         The  Company's  search will be directed  toward small and  medium-sized
enterprises which have a desire to become public corporations and which are able
to satisfy,  or anticipate in the reasonably  near future being able to satisfy,
the minimum asset  requirements in order to qualify shares for trading on NASDAQ
or  a  stock   exchange   (See   "Investigation   and   Selection   of  Business
Opportunities").   The  Company  anticipates  that  the  business  opportunities
presented to it will (i) be recently organized with no operating  history,  or a
history of losses attributable to under-capitalization or other factors; (ii) be
experiencing financial or operating  difficulties;  (iii) be in need of funds to
develop a new product or service or to expand into a new market; (iv) be relying
upon an untested product or marketing concept;  or (v) have a combination of the
characteristics   mentioned  in  (i)  through  (iv).  The  Company   intends  to

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concentrate its acquisition efforts on properties or businesses that it believes
to be  undervalued.  Given the above factors,  investors  should expect that any
acquisition candidate may have a history of losses or low profitability.        

         The  Company  does not propose to  restrict  its search for  investment
opportunities  to  any  particular  geographical  area  or  industry,  and  may,
therefore,  engage in  essentially  any  business,  to the extent of its limited
resources. This includes industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical, communications and
others. The Company's  discretion in the selection of business  opportunities is
unrestricted,  subject  to the  availability  of  such  opportunities,  economic
conditions, and other factors.                                                  

         As a consequence of this  registration  of its  securities,  any entity
which has an interest in being  acquired  by, or merging  into the  Company,  is
expected to be an entity that desires to become a public company and establish a
public trading market for its  securities.  In connection  with such a merger or
acquisition, it is highly likely that an amount of stock constituting control of
the  Company  would be issued  by the  Company  or  purchased  from the  current
principal shareholders of the Company by the acquiring entity or its affiliates.

         If stock is purchased from the current shareholders, the transaction is
very likely to result in  substantial  gains to them relative to their  purchase
price for such  stock.  In the  Company's  judgment,  none of its  officers  and
directors  would  thereby  become an  "underwriter"  within  the  meaning of the
Section  2(11)  of the  Securities  Act of  1933,  as  amended.  The  sale  of a
controlling  interest by certain  principal  shareholders  of the Company  could
occur at a time when the other  shareholders  of the Company  remain  subject to
restrictions on the transfer of their shares.                                   

         Depending upon the nature of the transaction,  the current officers and
directors  of the Company may resign  management  positions  with the Company in
connection with the Company's acquisition of a business  opportunity.  See "Form
of Acquisition,"  below, and "Risk Factors - The Company - Lack of Continuity in
Management."  In  the  event  of  such  a  resignation,  the  Company's  current
management would not have any control over the conduct of the Company's business
following the Company's combination with a business opportunity.                

         It  is  anticipated  that  business  opportunities  will  come  to  the
Company's  attention from various sources,  including its officers and director,
its other stockholders, professional advisors such as attorneys and accountants,
securities  broker-dealers,   venture  capitalists,  members  of  the  financial
community,  and others who may present unsolicited proposals. The Company has no
plans,  understandings,  agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.                     

         The  Company  does not  foresee  that it would  enter  into a merger or
acquisition  transaction  with any business with which its officers or directors
are currently affiliated.  Should the Company determine in the future,  contrary
to foregoing expectations,  that a transaction with an affiliate would be in the
best  interests of the Company and its  stockholders,  the Company is in general
permitted by Colorado law to enter into such a transaction if:                  

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         1.  The  material  facts  as to the  relationship  or  interest  of the
affiliate  and as to the contract or  transaction  are disclosed or are known to
the Board of Directors,  and the Board in good faith  authorizes the contract or
transaction  by  the  affirmative  vote  of  a  majority  of  the  disinterested
directors,  even  though  the  disinterested  directors  constitute  less than a
quorum; or                                                                      

         2.  The  material  facts  as to the  relationship  or  interest  of the
affiliate  and as to the contract or  transaction  are disclosed or are known to
the  stockholders  entitled to vote thereon,  and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or             

         3. The contract or transaction is fair as to the Company as of the time
it is  authorized,  approved  or  ratified,  by the  Board of  Directors  or the
stockholders.                                                                   

INVESTIGATION AND SELECTION OF BUSINESS OPPORTUNITIES                           

         To a large extent,  a decision to  participate  in a specific  business
opportunity may be made upon  management's  analysis of the quality of the other
company's  management  and  personnel,  the  anticipated  acceptability  of  new
products  or  marketing  concepts,  the  merit  of  technological  changes,  the
perceived  benefit the company will derive from becoming a publicly held entity,
and numerous other factors which are difficult,  if not  impossible,  to analyze
through the  application of any objective  criteria.  In many  instances,  it is
anticipated that the historical  operations of a specific  business  opportunity
may not necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand significantly,
change product emphasis,  change or substantially  augment  management,  or make
other  changes.  The  Company  will be  dependent  upon the owners of a business
opportunity to identify any such problems  which may exist and to implement,  or
be primarily  responsible for the implementation  of, required changes.  Because
the Company may  participate in a business  opportunity  with a newly  organized
firm or with a firm  which is  entering  a new  phase of  growth,  it  should be
emphasized that the Company will incur further risks, because management in many
instances  will not have proved its  abilities  or  effectiveness,  the eventual
market for such company's  products or services will likely not be  established,
and such company may not be profitable when acquired.                           

         It is anticipated  that the Company will not be able to diversify,  but
will essentially be limited to one such venture because of the Company's limited
financing.  This lack of  diversification  will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should be  considered an adverse  factor  affecting any decision to purchase the
Company's securities.                                                           

         It is emphasized that management of the Company may effect transactions
having a potentially adverse impact upon the Company's  shareholders pursuant to
the   authority  and   discretion  of  the  Company's   management  to  complete
acquisitions  without  submitting  any  proposal to the  stockholders  for their
consideration.  Holders of the Company's  securities  should not anticipate that
the  Company  necessarily  will  furnish  such  holders,  prior to any merger or
acquisition, with financial statements, or any other documentation, concerning a
target  company  or its  business.  In some  instances,  however,  the  proposed

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participation in a busines  opportunity may be submitted to the stockholders for
their   consideration,   either  voluntarily  by  such  directors  to  seek  the
stockholders' advice and consent or because state law so requires.              

         The analysis of business  opportunities  will be undertaken by or under
the supervision of the Company's President,  who is not a professional  business
analyst. See "Management." Although there are no current plans to do so, Company
management might hire an outside  consultant to assist in the  investigation and
selection of business opportunities, and might pay a finder's fee. Since Company
management  has no current plans to use any outside  consultants  or advisors to
assist in the investigation and selection of business opportunities, no policies
have been adopted regarding use of such consultants or advisors, the criteria to
be used in selecting such consultants or advisors,  the services to be provided,
the term of service,  or  regarding  the total  amount of fees that may be paid.
However,  because of the limited resources of the Company, it is likely that any
such fee the  Company  agrees  to pay  would  be paid in stock  and not in cash.
Otherwise,  the Company  anticipates that it will consider,  among other things,
the following factors:                                                          

         1. Potential for growth and profitability, indicated by new technology,
anticipated market expansion, or new products;                                  

         2. The Company's  perception of how any particular business opportunity
will be received by the investment community and by the Company's stockholders; 

         3. Whether, following the business combination, the financial condition
of the business  opportunity  would be, or would have a significant  prospect in
the  foreseeable  future of becoming  sufficient to enable the securities of the
Company  to  qualify  for  listing on an  exchange  or on a  national  automated
securities quotation system, such as NASDAQ, so as to permit the trading of such
securities to be exempt from the requirements of Rule 15c2-6 recently adopted by
the  Securities  and  Exchange  Commission.  See  "Risk  Factors  - The  Company
-Regulation of Penny Stocks."                                                   

         4. Capital requirements and anticipated availability of required funds,
to be provided by the Company or from operations, through the sale of additional
securities,  through  joint  ventures  or  similar  arrangements,  or from other
sources;                                                                        

  5. The extent to which the business opportunity can be advanced;

         6. Competitive  position as compared to other companies of similar size
and experience  within the industry  segment as well as within the industry as a
whole;                                                                          

         7.  Strength  and  diversity  of  existing  management,  or  management
prospects that are scheduled for recruitment;                                   

         8.  The  cost  of  participation  by the  Company  as  compared  to the
perceived tangible and intangible values and potential; and                     

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         9. The accessibility of required management expertise,  personnel,  raw
materials, services, professional assistance, and other required items.         

         In regard to the  possibility  that the  shares  of the  Company  would
qualify for listing on NASDAQ,  the current  standards  include the requirements
that the issuer of the  securities  that are sought to be listed  have total net
tangible assets of at least $4,000,000.  Many, and perhaps most, of the business
opportunities  that might be potential  candidates  for a  combination  with the
Company would not satisfy the NASDAQ listing criteria.                          

         No one of the  factors  described  above  will  be  controlling  in the
selection of a business opportunity,  and management will attempt to analyze all
factors  appropriate to each  opportunity  and make a  determination  based upon
reasonable  investigative  measures and available  data.  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.  Potential  investors must recognize that, because of the Company's
limited capital available for investigation and management's  limited experience
in  business  analysis,  the Company may not  discover  or  adequately  evaluate
adverse facts about the opportunity to be acquired.                             

         The Company is unable to predict when it may  participate in a business
opportunity.  It expects,  however,  that the analysis of specific proposals and
the selection of a business  opportunity may take several months or more.  Prior
to making a decision to participate in a business opportunity,  the Company will
generally  request that it be provided  with  written  materials  regarding  the
business  opportunity  containing  such  items  as a  description  of  products,
services  and  company  history;   management  resumes;  financial  information;
available  projections,  with related  assumptions upon which they are based; an
explanation of proprietary products and services;  evidence of existing patents,
trademarks,  or services marks, or rights thereto; present and proposed forms of
compensation to management;  a description of transactions  between such company
and its  affiliates  during  relevant  periods;  a  description  of present  and
required  facilities;  an  analysis  of  risks  and  competitive  conditions;  a
financial  plan  of  operation  and  estimated  capital  requirements;   audited
financial  statements,  or  if  they  are  not  available,  unaudited  financial
statements,   together  with  reasonable   assurances  that  audited   financial
statements  would be able to be produced within a reasonable  period of time not
to  exceed  60 days  following  completion  of a merger  transaction;  and other
information deemed relevant.                                                    

         As  part  of  the  Company's  investigation,  the  Company's  executive
officers and directors may meet  personally  with  management and key personnel,
may visit and  inspect  material  facilities,  obtain  independent  analysis  or
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.          

         It is possible that the range of business  opportunities  that might be
available  for  consideration  by the Company  could be limited by the impact of
Securities and Exchange  Commission  regulations  regarding purchase and sale of
"penny stocks." The regulations  would affect,  and possibly impair,  any market
that might develop in the Company's securities until such                       

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time as they  qualify for listing on NASDAQ or on another  exchange  which would
make them exempt from applicability of the "penny stock" regulations.  See "Risk
Factors -- Regulation of Penny Stocks."                                         

         Company  management  believes that various types of potential merger or
acquisition  candidates might find a business combination with the Company to be
attractive.  These include  acquisition  candidates  desiring to create a public
market for their shares in order to enhance liquidity for current  shareholders,
acquisition  candidates  which have long-term  plans for raising capital through
the public sale of securities and believe that the possible prior existence of a
public  market  for  their  securities  would  be  beneficial,  and  acquisition
candidates  which  plan  to  acquire   additional  assets  through  issuance  of
securities rather than for cash, and believe that the possibility of development
of a public market for their  securities  will be of assistance in that process.
Acquisition  candidates which have a need for an immediate cash infusion are not
likely  to find a  potential  business  combination  with the  Company  to be an
attractive alternative.                                                         

         There  are no loan  arrangements  or  arrangements  for  any  financing
whatsoever relating to any business opportunities.                              

FORM OF ACQUISITION                                                             

         It is  impossible  to  predict  the  manner  in which the  Company  may
participate in a business opportunity.  Specific business  opportunities will be
reviewed  as well as the  respective  needs and  desires of the  Company and the
promoters of the opportunity and, upon the basis of that review and the relative
negotiating  strength of the Company and such promoters,  the legal structure or
method deemed by management to be suitable will be selected.  Such structure may
include, but is not limited to leases,  purchase and sale agreements,  licenses,
joint ventures and other contractual arrangements.  The Company may act directly
or indirectly through an interest in a partnership, corporation or other form of
organization.  Implementing such structure may require the merger, consolidation
or  reorganization  of the Company with other  corporations or forms of business
organization,  and although it is likely, there is no assurance that the Company
would  be  the  surviving  entity.  In  addition,  the  present  management  and
stockholders  of the Company  most likely will not have control of a majority of
the voting shares of the Company following a reorganization transaction. As part
of such a  transaction,  the  Company's  existing  directors  may resign and new
directors may be appointed without any vote by stockholders.                    

         It is likely  that the Company  will  acquire  its  participation  in a
business opportunity through the issuance of Common Stock or other securities of
the Company.  Although the terms of any such transaction cannot be predicted, it
should be noted that in  certain  circumstances  the  criteria  for  determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986,  depends upon the issuance to the stockholders of
the acquired company of a controlling  interest (i.e. 80% or more) of the common
stock of the combined entities  immediately  following the reorganization.  If a
transaction  were structured to take advantage of these  provisions  rather than
other "tax free"  provisions  provided  under the  Internal  Revenue  Code,  the
Company's current  stockholders would retain in the aggregate 20% or less of the
total issued and outstanding shares. This could result in substantial additional
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such reorganization.  Any such issuance of additional shares might  also be done
simultaneously  with a sale or transfer  of shares  representing  a  controlling
interest  in the  Company  by the  current  officers,  directors  and  principal
shareholders. (See "Description of Business - General").                        

         It is anticipated that any new securities issued in any  reorganization
would  be  issued  in  reliance  upon  exemptions,  if any are  available,  from
registration  under  applicable  federal  and  state  securities  laws.  In some
circumstances,  however, as a negotiated element of the transaction, the Company
may agree to register  such  securities  either at the time the  transaction  is
consummated,  or under certain conditions or at specified times thereafter.  The
issuance of substantial  additional securities and their potential sale into any
trading  market  that  might  develop  in the  Company's  securities  may have a
depressive effect upon such market.                                             

         The Company will  participate in a business  opportunity only after the
negotiation  and  execution of a written  agreement.  Although the terms of such
agreement  cannot  be  predicted,  generally  such an  agreement  would  require
specific  representations and warranties by all of the parties thereto,  specify
certain events of default,  detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing,  outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.                            

         As a general  matter,  the  Company  anticipates  that it,  and/or  its
officers and principal  shareholders will enter into a letter of intent with the
management,  principals or owners of a prospective business opportunity prior to
signing a binding agreement. Such a letter of intent will set forth the terms of
the proposed  acquisition but will not bind any of the parties to consummate the
transaction.  Execution  of a letter of intent  will by no means  indicate  that
consummation  of an acquisition is probable.  Neither the Company nor any of the
other  parties  to the  letter  of  intent  will  be  bound  to  consummate  the
acquisition unless and until a definitive  agreement  concerning the acquisition
as described  in the  preceding  paragraph is executed.  Even after a definitive
agreement  is  executed,  it is  possible  that  the  acquisition  would  not be
consummated  should  any  party  elect to  exercise  any right  provided  in the
agreement to terminate it on specified grounds.                                 

         It  is  anticipated  that  the   investigation  of  specific   business
opportunities   and  the   negotiation,   drafting  and  execution  of  relevant
agreements,  disclosure documents and other instruments will require substantial
management time and attention and substantial  costs for accountants,  attorneys
and others.  If a decision  is made not to  participate  in a specific  business
opportunity,  the costs theretofore incurred in the related  investigation would
not be  recoverable.  Moreover,  because  many  providers  of goods and services
require  compensation  at the time or soon  after  the goods  and  services  are
provided, the inability of the Company to pay until an indeterminate future time
may make it impossible to procure goods and services.                           

         In all probability,  upon completion of an acquisition or merger, there
will be a change in control  through  issuance of  substantially  more shares of
common stock.  Further,  in conjunction  with an  acquisition  or merger,  it is
likely that  management may offer to sell a controlling  interest at a price not
relative to or reflective of any value of the shares sold by management,  and at
a price which could not be achieved by individual shareholders at the time.     

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INVESTMENT COMPANY ACT AND OTHER REGULATION                                     

         The Company may  participate  in a business  opportunity by purchasing,
trading or selling  the  securities  of such  business.  The  Company  does not,
however,  intend to  engage  primarily  in such  activities.  Specifically,  the
Company intends to conduct its activities so as to avoid being  classified as an
"investment  company" under the Investment  Company Act of 1940 (the "Investment
Act"),  and  therefore  to  avoid  application  of the  costly  and  restrictive
registration  and other  provisions of the Investment  Act, and the  regulations
promulgated thereunder.                                                         

         Section  3(a) of the  Investment  Act  contains  the  definition  of an
"investment  company," and it excludes any entity that does not engage primarily
in the business of investing, reinvesting or trading in securities, or that does
not engage in the business of investing,  owning, holding or trading "investment
securities"  (defined as "all  securities  other than  government  securities or
securities of  majority-owned  subsidiaries")  the value of which exceeds 40% of
the value of its total assets  (excluding  government  securities,  cash or cash
items).  The Company  intends to implement  its business  plan in a manner which
will  result  in the  availability  of this  exception  from the  definition  of
"investment company." Consequently, the Company's participation in a business or
opportunity  through the  purchase  and sale of  investment  securities  will be
limited.                                                                        

         The  Company's  plan of  business  may  involve  changes in its capital
structure,  management,  control and business,  especially  if it  consummates a
reorganization  as  discussed  above.  Each of these areas is  regulated  by the
Investment Act, in order to protect purchasers of investment company securities.
Since the Company will not register as an investment company,  stockholders will
not be afforded these protections.                                              

         Any  securities  which the Company  might  acquire in exchange  for its
Common Stock are expected to be  "restricted  securities"  within the meaning of
the  Securities  Act of 1933, as amended (the "Act").  If the Company  elects to
resell such securities, such sale cannot proceed unless a registration statement
has been  declared  effective by the  Securities  and Exchange  Commission or an
exemption from registration is available. Section 4(1) of the Act, which exempts
sales of securities  not involving a  distribution,  would in all  likelihood be
available to permit a private  sale.  Although  the plan of  operation  does not
contemplate resale of securities acquired,  if such a sale were to be necessary,
the Company would be required to comply with the provisions of the Act to effect
such resale.                                                                    

         An  acquisition  made by the  Company  may be in an  industry  which is
regulated or licensed by federal,  state or local  authorities.  Compliance with
such regulations can be expected to be a time-consuming and expensive process.  

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COMPETITION                                                                     

         The Company expects to encounter substantial competition in its efforts
to  locate  attractive   opportunities,   primarily  from  business  development
companies,  venture  capital  partnerships  and  corporations,  venture  capital
affiliates  of  large  industrial  and  financial  companies,  small  investment
companies,   and  wealthy   individuals.   Many  of  these  entities  will  have
significantly greater experience, resources and managerial capabilities than the
Company and will  therefore be in a better  position  than the Company to obtain
access to  attractive  business  opportunities.  The Company also will  possibly
experience competition from other public "blank check" companies,  some of which
may have more funds available than does the Company.                            

NO RIGHTS OF DISSENTING SHAREHOLDERS                                            

         The  Company  does not  intend to  provide  Company  shareholders  with
complete  disclosure   documentation  including  audited  financial  statements,
concerning a possible target company prior to acquisition,  because the Colorado
Business Corporation Act vests authority in the Board of Directors to decide and
approve  matters  involving   acquisitions   within  certain   restrictions.   A
transaction  could be  structured  as an  acquisition,  not a  merger,  with the
Registrant  being the parent company and the acquiree being merged into a wholly
owned  subsidiary,  and if so  structured,  a shareholder  will have no right of
dissent under Colorado law.                                                     

NO TARGET CANDIDATES FOR ACQUISITION                                            

         None of the Company's Officers,  Directors,  promoters,  affiliates, or
associates  have had any  preliminary  contact or  discussion  with any specific
candidate for acquisition. There are no present plans, proposals,  arrangements,
or  understandings  with any  representatives  of the owners of any  business or
company regarding the possibility of an acquisition transaction.                

ADMINISTRATIVE OFFICES                                                          

         The Company currently maintains a mailing address at 7444 Singing Hills
Court,  Boulder,  Colorado  80301 which is the office  address of its President,
James W. Toot. Other than this mailing  address,  the Company does not currently
maintain  any other  office  facilities,  and does not  anticipate  the need for
maintaining office facilities at any time in the foreseeable future. The Company
pays no rent or other fees for the use of this mailing address.                 

EMPLOYEES                                                                       

         The  Company  is a  development  stage  company  and  currently  has no
employees.  Management of the Company expects to use consultants,  attorneys and
accountants as necessary, and does not anticipate a need to engage any full-time
employees so long as it is seeking and evaluating  business  opportunities.  The
need for employees and their  availability  will be addressed in connection with
the  decision  whether or not to acquire or  participate  in  specific  business
opportunities.  Although  there is no current plan with respect to its nature or
amount, remuneration may be paid to or accrued for the benefit of, the Company's
officers  prior  to,  or in  conjunction  with,  the  completion  of a  business
acquisition for services actually rendered, if for. See "Executive Compensation"
and under "Certain Relationships and Related Transactions."                     

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RISK FACTORS                                                                    

         1.  Conflicts  of  Interest.  Certain  conflicts  of interest may exist
between the Company and its officers  and  directors.  They have other  business
interests to which they devote their attention,  and may be expected to continue
to do so  although  management  time  should be devoted to the  business  of the
Company. As a result,  conflicts of interest may arise that can be resolved only
through  exercise of such judgment as is consistent with fiduciary duties to the
Company. See "Management," and "Conflicts of Interest."                         

         It is anticipated  that  Company's  officers and directors may actively
negotiate or otherwise  consent to the purchase of a portion of his common stock
as a condition  to, or in  connection  with,  a proposed  merger or  acquisition
transaction.  In this  process,  the  Company's  officers  may  consider his own
personal  pecuniary  benefit  rather than the best  interests  of other  Company
shareholders, and the other Company shareholders are not expected to be afforded
the  opportunity  to  approve  or  consent  to  any  particular   stock  buy-out
transaction. See "Conflicts of Interest."                                       

         2. Need For Additional  Financing.  The Company has very limited funds,
and such funds may not be adequate to take  advantage of any available  business
opportunities.  Even if the Company's funds prove to be sufficient to acquire an
interest in, or complete a transaction with, a business opportunity, the Company
may not have enough capital to exploit the opportunity.  The ultimate success of
the Company may depend upon its ability to raise additional capital. The Company
has not investigated the  availability,  source,  or terms that might govern the
acquisition of additional  capital and will not do so until it determines a need
for additional financing. If additional capital is needed, there is no assurance
that funds will be available from any source or, if available,  that they can be
obtained on terms  acceptable to the Company.  If not  available,  the Company's
operations  will be  limited  to those  that  can be  financed  with its  modest
capital.                                                                        

         3. Regulation of Penny Stocks. The Company's securities, when available
for trading,  will be subject to a Securities and Exchange  Commission rule that
imposes special sales practice  requirements upon  broker-dealers  who sell such
securities to persons other than established  customers or accredited investors.
For purposes of the rule, the phrase  "accredited  investors"  means, in general
terms, institutions with assets in excess of $5,000,000, or individuals having a
net worth in excess of  $1,000,000  or  having  an annual  income  that  exceeds
$200,000 (or that, when combined with a spouse's income, exceeds $300,000).  For
transactions  covered  by the  rule,  the  broker-dealer  must  make  a  special
suitability  determination for the purchaser and receive the purchaser's written
agreement  to the  transaction  prior to the  sale.  Consequently,  the rule may
affect the ability of broker-dealers  to sell the Company's  securities and also
may affect the ability of purchasers  in this offering to sell their  securities
in any market that might develop therefore.                                     

         In  addition,  the  Securities  and Exchange  Commission  has adopted a
number of rules to regulate  "penny  stocks."  Such rules  include Rules 3a51-1,
15g-1,  15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities
Exchange  Act of 1934,  as amended.  Because the  securities  of the Company may
constitute "penny stocks" within the meaning of the rules, the rules would apply
to the Company and to its  securities.  The rules may further affect the ability
of owners of Shares to sell the  securities  of the  Company in any market  that
might develop for them.                                                         

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         Shareholders should be aware that, according to Securities and Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices  have been  manipulated  to a desired  level,  along  with the  resulting
inevitable  collapse of those prices and with consequent  investor  losses.  The
Company's  management is aware of the abuses that have occurred  historically in
the penny stock market. Although the Company does not expect to be in a position
to dictate the behavior of the market or of  broker-dealers  who  participate in
the market,  management will strive within the confines of practical limitations
to prevent the  described  patterns from being  established  with respect to the
Company's securities.                                                           

         4. Lack of Operating  History.  The Company was formed in July 1997 for
the purpose of seeking a business opportunity. Due to the special risks inherent
in the investigation, acquisition, or involvement in a new business opportunity,
the  Company  must be  regarded  as a new or  start-up  venture  with all of the
unforeseen costs,  expenses,  problems,  and difficulties to which such ventures
are subject.                                                                    

         5. No Assurance of Success or Profitability. There is no assurance that
the Company will acquire a favorable business  opportunity.  Even if the Company
should become involved in a business opportunity,  there is no assurance that it
will  generate  revenues or profits,  or that the market price of the  Company's
Common Stock will be increased thereby.                                         

         6. Possible Business - Not Identified and Highly Risky. The Company has
not  identified  and has no  commitments  to enter  into or  acquire a  specific
business  opportunity  and  therefore  can  disclose  the risks and hazards of a
business or  opportunity  that it may enter into in only a general  manner,  and
cannot  disclose the risks and hazards of any specific  business or  opportunity
that it may enter into. An investor can expect a potential business  opportunity
to be quite risky.  The Company's  acquisition of or participation in a business
opportunity  will likely be highly  illiquid and could result in a total loss to
the Company and its  stockholders  if the business or  opportunity  proves to be
unsuccessful. See Item 1 "Description of Business."                             

         7. Type of Business  Acquired.  The type of business to be acquired may
be one  that  desires  to  avoid  effecting  its  own  public  offering  and the
accompanying expense, delays, uncertainties,  and federal and state requirements
which purport to protect investors. Because of the Company's limited capital, it
is more likely than not that any  acquisition  by the Company will involve other
parties  whose  primary  interest  is the  acquisition  of control of a publicly
traded company.  Moreover,  any business  opportunity  acquired may be currently
unprofitable or present other negative factors.                                 

         8. Impracticability of Exhaustive Investigation.  The Company's limited
funds and the lack of full-time  management will likely make it impracticable to
conduct a complete  and  exhaustive  investigation  and  analysis  of a business
opportunity  before the Company commits its capital or other resources  thereto.
Management   decisions,   therefore,   will  likely  be  made  without  detailed
feasibility studies, independent analysis, market surveys and the like which, if

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the Company had more funds available to it, would be desirable. The Company will
be particularly  dependent in making decisions upon information  provided by the
promoter,  owner,  sponsor,  or others associated with the business  opportunity
seeking the  Company's  participation.  A  significant  portion of the Company's
available  funds may be expended for  investigative  expenses and other expenses
related to preliminary aspects of completing an acquisition transaction, whether
or not any business opportunity investigated is eventually acquired.            

         9. Lack of Diversification.  Because of the limited financial resources
that the Company has, it is unlikely  that the Company will be able to diversify
its acquisitions or operations.  The Company's  probable  inability to diversify
its  activities  into more than one area will  subject  the  Company to economic
fluctuations within a particular business or industry and therefore increase the
risks associated with the Company's operations.                                 

         10.  Reliance upon  Financial  Statements.  The Company  generally will
require audited financial statements from companies that it proposes to acquire.
Given cases where audited  financials  are  available,  the Company will have to
rely upon interim period unaudited  information  received from target companies'
management that has not been verified by outside auditors.  The lack of the type
of independent  verification  which audited financial  statements would provide,
increases the risk that the Company,  in evaluating an  acquisition  with such a
target company, will not have the benefit of full and accurate information about
the  financial  condition  and recent  interim  operating  history of the target
company. This risk increases the prospect that the acquisition of such a company
might  prove to be an  unfavorable  one for the  Company  or the  holders of the
Company's securities.                                                           

         Moreover,  the Company will be subject to the  reporting  provisions of
the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), and thus
will be required to furnish certain information about significant  acquisitions,
including  audited  financial  statements  for any  business  that it  acquires.
Consequently,  acquisition  prospects that do not have, or are unable to provide
reasonable  assurances  that they will be able to obtain,  the required  audited
statements  would  not  be  considered  by the  Company  to be  appropriate  for
acquisition  so long  as the  reporting  requirements  of the  Exchange  Act are
applicable.  Should  the  Company,  during  the time it  remains  subject to the
reporting  provisions of the Exchange Act,  complete an acquisition of an entity
for which audited  financial  statements prove to be  unobtainable,  the Company
would  be  exposed  to  enforcement  actions  by  the  Securities  and  Exchange
Commission (the  "Commission")  and to corresponding  administrative  sanctions,
including  permanent  injunctions  against the Company and its  management.  The
legal and other costs of  defending a Commission  enforcement  action would have
material,  adverse consequences for the Company and its business. The imposition
of  administrative  sanctions  would  subject  the  Company to  further  adverse
consequences.                                                                   

         In addition, the lack of audited financial statements would prevent the
securities  of the Company from becoming  eligible for listing on NASDAQ,  or on
any existing stock exchange.  Moreover, the lack of such financial statements is
likely to  discourage  broker-dealers  from  becoming or  continuing to serve as
market  makers in the  securities  of the  Company.  Without  audited  financial
statements, the Company would almost certainly be unable to offer securities    

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under a registration  statement  pursuant to the Securities Act of 1933, and the
ability of the Company to raise  capital  would be  significantly  limited until
such financial statements were to become available.                             

         11. Other  Regulation.  An acquisition  made by the Company may be of a
business that is subject to regulation or licensing by federal,  state, or local
authorities.  Compliance with such  regulations and licensing can be expected to
be  a   time-consuming,   expensive  process  and  may  limit  other  investment
opportunities of the Company.                                                   

         12.  Dependence upon Management;  Limited  Participation of Management.
The Company currently has only three individuals who are serving as its officers
and directors on a part time basis.  The Company will be heavily  dependent upon
their skills,  talents,  and abilities to implement its business  plan, and may,
from time to time,  find that the  inability of the  officers  and  directors to
devote their full time  attention  to the  business of the Company  results in a
delay in progress  toward  implementing  its business  plan.  See  "Management."
Because  investors will not be able to evaluate the merits of possible  business
acquisitions  by the  Company,  they should  critically  assess the  information
concerning the Company's officers and directors.                                

         13. Lack of  Continuity  in  Management.  The Company  does not have an
employment agreement with its officers and directors,  and as a result, there is
no  assurance  they will  continue  to manage  the  Company  in the  future.  In
connection with acquisition of a business opportunity,  it is likely the current
officers and  directors  of the Company may resign  subject to  compliance  with
Section 14f of the Securities Exchange Act of 1934. A decision to resign will be
based  upon the  identity  of the  business  opportunity  and the  nature of the
transaction,  and is  likely  to  occur  without  the  vote  or  consent  of the
stockholders of the Company.                                                    

         14.  Indemnification  of  Officers  and  Directors.  Colorado  Statutes
provide for the  indemnification  of its  directors,  officers,  employees,  and
agents, under certain circumstances,  against attorney's fees and other expenses
incurred by them in any  litigation  to which they become a party  arising  from
their association with or activities on behalf of the Company.  The Company will
also bear the expenses of such  litigation for any of its  directors,  officers,
employees,  or agents,  upon such person's promise to repay the Company therefor
if it is ultimately determined that any such person shall not have been entitled
to  indemnification.  This  indemnification  policy could result in  substantial
expenditures by the Company which it will be unable to recoup.                  

         15.  Director's  Liability  Limited Colorado  Statutes exclude personal
liability  of its  directors  to the Company and its  stockholders  for monetary
damages for breach of fiduciary duty except in certain specified  circumstances.
Accordingly,  the Company will have a much more limited right of action  against
its directors than otherwise  would be the case.  This provision does not affect
the liability of any director under federal or applicable state securities laws.

         16.  Dependence  upon  Outside  Advisors.  To  supplement  the business
experience of its officers and directors,  the Company may be required to employ
accountants,  technical experts, appraisers,  attorneys, or other consultants or
advisors.  The  selection  of any such  advisors  will be made by the  Company's
President without any input from  stockholders.  Furthermore,  it is anticipated
that such  persons may be engaged on an "as needed"  basis  without a continuing
fiduciary or other obligation to the Company.  In the event the President of the
Company  considers it necessary to hire outside  advisors,  he may elect to hire
persons who are affiliates, if they are able to provide the required services.  

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         17. Leveraged Transactions. There is a possibility that any acquisition
of a business opportunity by the Company may be leveraged, i.e., the Company may
finance the  acquisition of the business  opportunity  by borrowing  against the
assets of the  business  opportunity  to be acquired,  or against the  projected
future revenues or profits of the business opportunity.  This could increase the
Company's exposure to larger losses. A business  opportunity  acquired through a
leveraged  transaction  is profitable  only if it generates  enough  revenues to
cover the  related  debt and  expenses.  Failure  to make  payments  on the debt
incurred to purchase  the  business  opportunity  could  result in the loss of a
portion or all of the assets  acquired.  There is no assurance that any business
opportunity  acquired through a leveraged  transaction will generate  sufficient
revenues to cover the related debt and expenses.                                

         18.  Competition.   The  search  for  potentially  profitable  business
opportunities  is  intensely  competitive.  The  Company  expects  to  be  at  a
disadvantage  when  competing  with many firms that have  substantially  greater
financial and  management  resources and  capabilities  than the Company.  These
competitive  conditions  will exist in any  industry  in which the  Company  may
become interested.                                                              

         19. No Foreseeable Dividends. The Company has not paid dividends on its
Common Stock and does not anticipate  paying such  dividends in the  foreseeable
future.                                                                         

         20. Loss of Control by Present Management and Stockholders. The Company
may consider an  acquisition  in which the Company would issue as  consideration
for  the  business  opportunity  to be  acquired,  an  amount  of the  Company's
authorized but unissued  Common Stock that would,  upon issuance,  represent the
great majority of the voting power and equity of the Company. The result of such
an acquisition would be that the acquired company's  stockholders and management
would  control the Company,  and the Company's  management  could be replaced by
persons  unknown at this time.  Such a merger would result in a greatly  reduced
percentage of ownership of the Company by its current shareholders. In addition,
the Company's major shareholders could sell control blocks of stock at a premium
price to the acquired company's stockholders.                                   

         21.  No  Public  Market  Exists.  There  is no  public  market  for the
Company's common stock, and no assurance can be given that a market will develop
or that a  shareholder  ever will be able to liquidate  his  investment  without
considerable  delay,  if at all. If a market  should  develop,  the price may be
highly volatile.  Factors such as those discussed in this "Risk Factors" section
may have a significant  impact upon the market price of the  securities  offered
hereby.  Owing to the low price of the securities,  many brokerage firms may not
be willing to effect transactions in the securities. Even if a purchaser finds a
broker willing to effect a transaction in these  securities,  the combination of
brokerage commissions, state transfer taxes, if any, and any other selling costs
may exceed the selling price. Further, many lending institutions will not permit
the use of such securities as collateral for any loans.                         

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         22. Rule 144 Sales. All of the outstanding  shares of Common Stock held
by present  officers,  directors,  and stockholders are "restricted  securities"
within the meaning of Rule 144 under the Securities Act of 1933, as amended.  As
restricted  shares,  these  shares may be resold only  pursuant to an  effective
registration statement or under the requirements of Rule 144 or other applicable
exemptions  from  registration  under the Act and as required  under  applicable
state  securities  laws. Rule 144 provides in essence that a person who has held
restricted  securities  for one year may, under certain  conditions,  sell every
three months, in brokerage transactions, a number of shares that does not exceed
the  greater of 1.0% of a  company's  outstanding  common  stock or the  average
weekly trading volume during the four calendar weeks prior to the sale. There is
no  limit  on  the  amount  of  restricted  securities  that  may be  sold  by a
nonaffiliate  after the restricted  securities have been held by the owner for a
period of two years.  Nonaffiliate shareholders holding 360,000 common shares of
the  Company  have held their  shares  for two years and under  Rule  144(K) are
eligible  to have  freely  tradable  shares.  A sale under Rule 144 or under any
other  exemption  from  the  Act,  if  available,   or  pursuant  to  subsequent
registration  of shares  of Common  Stock of  present  stockholders,  may have a
depressive  effect  upon the price of the Common  Stock in any  market  that may
develop.  Of the total shares  outstanding,  300,000 shares become available for
resale (subject to volume  limitations  for affiliates)  under Rule 144 when the
Company's  12(g)  Registration  Statement  becomes  effective  subject  to other
applicable requirements under the Rule.                                         

         23.  Blue  Sky  Considerations.   Because  the  securities   registered
hereunder  have not been  registered  for resale  under the blue sky laws of any
state, the holders of such shares and persons who desire to purchase them in any
trading market that might develop in the future,  should be aware that there may
be significant  state blue-sky law restrictions upon the ability of investors to
sell  the  securities  and  of  purchasers  to  purchase  the  securities.  Some
jurisdictions  may not under any  circumstances  allow the  trading or resale of
blind-pool or "blank-check" securities.  Accordingly,  investors should consider
the secondary market for the Company's securities to be a limited one.          

         24. Blue Sky  Restrictions.  Many states have enacted statutes or rules
which restrict or prohibit the sale of securities of "blank check"  companies to
residents so long as they remain without  specific  business  companies.  To the
extent any current  shareholders or subsequent  purchaser from a shareholder may
reside in a state  which  restricts  or  prohibits  resale of shares in a "blank
check" company, warning is hereby given that the shares may be "restricted" from
resale as long as the company is a shell company.                               

         At  the  date  of  this  registration  statement,  the  Company  has no
intention of offering further shares in a private  offering to anyone.  Further,
the policy of the Board of Directors is that any future  offering of shares will
only be made  after  an  acquisition  has  been  made  and can be  disclosed  in
appropriate 8-K filings.                                                        

         In the event of a violation  of state laws  regarding  resale of "blank
check" shares the Company could be liable for civil and criminal penalties which
would be a substantial  impairment to the Company.  At date of this registration
statement, all shareholders' shares bear a "restrictive legend," and the Company
will examine each shareholders'  resident state laws at the time of any proposed
resale of shares now outstanding to attempt to avoid any  inadvertent  breach of
state laws.                                                                     

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

LIQUIDITY AND CAPITAL RESOURCES                                                 

         The Company remains in the development stage and, since inception,  has
experienced  significant  liquidity  problems  and  has no  significant  capital
resources  and has  stockholder's  equity of only $250.  The Company has current
assets in the form of cash of $250 and total assets of $250.                    

         The Company will carry out its plan of business as discussed above. The
Company  cannot  predict  to what  extent  its  lack of  liquidity  and  capital
resources will impair the  consummation of a business  combination or whether it
will incur  further  operating  losses  through any  business  entity  which the
Company may eventually acquire.                                                 

         During the period from July 16, 1997  (inception)  through date of this
registration  statement  the Company has  engaged in no  significant  operations
other than organizational activities, acquisition of capital and preparation for
registration  of its securities  under the  Securities  Exchange Act of 1934, as
amended.  No  revenues  were  received by the Company  during this  period.  The
company has incurred operating expenses since inception of the development stage
to August 31, 1999 of $50. The net loss on operations  was ($50) through  August
31, 1999. Such losses will continue unless revenues and business can be acquired
by the company.  There is no assurance that revenues or profitability  will ever
be achieved by the company.                                                     

RESULTS OF OPERATIONS YEAR ENDED AUGUST 31, 1999 COMPARED TO 1998               

         The Company had no revenues in 1998 or 1999. The Company incurred $0 in
expenses in 1999 as compared to $0 in expenses in 1998.                         

         The net  operating  loss in 1999 was $0 as compared to $0 in 1998.  The
losses in 1999 were as a result of miscellaneous out-of-pocket expenses. In 1998
the company incurred no expenses. The net loss per share each year was less than
($.01) per share.                                                               

         For the current fiscal year, the Company  anticipates  incurring a loss
as  a  result  of  legal  and  accounting  expenses,  expenses  associated  with
registration under the Securities  Exchange Act of 1934, and expenses associated
with locating and evaluating  acquisition  candidates.  The Company  anticipates
that until a business combination is completed with an acquisition candidate, it
will not  generate  revenues  other than  interest  income,  and may continue to
operate at a loss after  completing a business  combination,  depending upon the
performance of the acquired business.                                           

RESULTS OF OPERATIONS FOR QUARTER ENDED NOVEMBER 30, 1999                       

         The Company  incurred  $1,750 in audit  expenses  in the quarter  ended
November  30, 1999.  The Company had no expenses in the same  quarter  period in
1998.  The Company  had no  revenues in the quarter in either 1998 or 1999.  The
Company had losses of ($1,750) on  operations in the quarter in 1999 as compared
to none in 1998.                                                                

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         At quarter end, the Company had  approximately  $6,000 in cash on hand,
which is  insufficient  for any operation.  It will need loans or cash infusions
from shareholders in order to continue any efforts requiring cash.              

NEED FOR ADDITIONAL FINANCING                                                   

         The Company does not have capital sufficient to meet the Company's cash
needs,   including  the  costs  of  compliance  with  the  continuing  reporting
requirements  of the  Securities  Exchange Act of 1934. The Company will have to
seek  loans or equity  placements  to cover  such cash  needs.  In the event the
Company is able to complete a business  combination during this period,  lack of
its  existing  capital  may  be a  sufficient  impediment  to  prevent  it  from
accomplishing  the  goal of  completing  a  business  combination.  There  is no
assurance,  however,  that without funds it will ultimately  allow registrant to
complete a business combination.  Once a business combination is completed,  the
Company's needs for additional financing are likely to increase substantially.  

         No commitments to provide additional funds have been made by management
or  other  stockholders.  Accordingly,  there  can  be  no  assurance  that  any
additional  funds  will be  available  to the  Company  to allow it to cover its
expenses as they may be incurred.                                               

         Irrespective   of  whether  the  Company's  cash  assets  prove  to  be
inadequate to meet the Company's  operational  needs,  the Company might seek to
compensate providers of services by issuances of stock in lieu of cash.         

YEAR 2000 ISSUES                                                                

         Year 2000 problems result primarily from the inability of some computer
software to property store,  recall,  or use data after December 31, 1999. These
problems may affect many  computers  and other  devices  that  contain  embedded
computer chips. The Company's  operations,  however,  do not rely on information
technology  (IT) systems.  Accordingly,  the Company does not believe it will be
material affected by Year 2000 problems.                                        

         The Company  could be improved by non-IT  systems  that may suffer from
Year 2000 problems,  including  telephone systems and facsimile and other office
machines.  Moreover,  third-parties suppliers may suffer from Year 2000 problems
that  could  affect  the  Company's  operations,   including  banks,  oil  field
operators,  and utilities.  In light of the Company's  minimal  operations,  the
Company  does not believe  that such  non-IT  systems or  third-party  Year 2000
problems  will  affect  the  Company  in a  manner  that  is  different  or more
substantial  than such problems  affect other  similarly  situated  companies or
industry  generally.  Consequently,  the Company  does not  currently  intend to
conduct a readiness  assessment  of Year 2000  problems or to develop a detailed
contingency plan with respect to Year 2000 problems that may affect the Company.

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ITEM 3. DESCRIPTION OF PROPERTY.                                                

         The Company has no property. The Company does not currently maintain an
office or any other facilities.  It does currently maintain a mailing address at
7444 Singing Hills Court,  Boulder, CO 80301, which is the office address of its
President,  James W. Toot.  The Company pays no rent for the use of this mailing
address. The Company does not believe that it will need to maintain an office at
any time in the foreseeable  future in order to carry out its plan of operations
described herein.                                                               

ITEM 4.           SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND           
MANAGEMENT.                                 

         The  following  table sets forth,  as of the date of this  Registration
Statement, the number of shares of Common Stock owned of record and beneficially
by  executive  officers,  directors  and  persons  who hold  5.0% or more of the
outstanding  Common Stock of the Company.  Also  included are the shares held by
all executive officers and directors as a group.                                

SHAREHOLDERS               NUMBER OF SHARES                       OWNERSHIP     
/BENEFICIAL OWNERS                                                PERCENTAGE    
--------------------------------------------------------------------------------
James W. Toot                    1,120                               22%        
President & Director                                                            

Scott A.. Deitler                1,120                               22%        
Secretary & Director                                                            

Jeff P. Ploen                    1,120                               22%        
Treasurer & Director                                                            

All directors and executive      3,360                               66%        
officers as a group (3 persons)                                                 

Each principal  shareholder has sole investment power and sole voting power over
the shares.                                                                     

ITEM 5.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL          
PERSONS.                                    

         The directors and executive  officers currently serving the Company are
as follows:                                                                     

NAME                      POSITION HELD                       TENURE            
------------------------------------------------------------------------------- 
James W. Toot             President and Director              Annual since 1997 

Scott A. Deitler          Secretary and Director              Annual since 1997 

Jeff P. Ploen             Treasurer and Director              Annual since 1997 

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         The directors  named above will serve until the next annual  meeting of
the Company's stockholders.  Thereafter,  directors will be elected for one-year
terms at the annual stockholders' meeting. Officers will hold their positions at
the pleasure of the board of  directors,  absent any  employment  agreement,  of
which none  currently  exists or is  contemplated.  There is no  arrangement  or
understanding  between the  directors  and officers of the Company and any other
person  pursuant to which any  director or officer was or is to be selected as a
director or officer.                                                            

         The  directors and officers of the Company will devote such time to the
Company's  affairs on an "as needed" basis, but less than 20 hours per month. As
a result,  the actual  amount of time which  they will  devote to the  Company's
affairs is unknown and is likely to vary substantially from month to month.     

BIOGRAPHICAL INFORMATION                                                        

         JAMES W. TOOT, age 44, President and director since 1997.  Mr. Toot was
a licensed  securities  representative  from 1981 to 1996. From 1986 to 1990, he
was a Vice  President at Rocky Mountain  Securities,  Inc. From 1990 to 1994, he
was a vice president of Cohig & Associates, Inc., a broker/dealer.  From 1994 to
1996, he was vice  president of Rocky Mountain  Securities,  Inc. Since 1997, he
has been an officer and director of J.S.J. Capital Corp. (1999),  J.S.J. Capital
II, Inc. (1999),  J.S.J. Capital III, Inc. (1999),  Investra  Enterprises,  Inc.
(1999), Advanced Ceiling Supplies, Inc. (1997), Marathon Marketing Corp. (1999),
all of which  are  shell  companies  without  specific  business,  but which are
seeking an acquisition or merger.                                               

         SCOTT A. DEITLER,  age 43,  Secretary  and  director  since  inception,
received a B.A. in Business and Conservation  from the University of Colorado in
1978. From 1987 to 1995, he was President and a director of Colorado Coin Co. in
Boulder,  Colorado.  From 1993 to 1998, he was President of Ulta Travel, Inc., a
travel  agency.  He is President and Director of J.S.J.  Capital  Corp.  (1999),
J.S.J.  Capital II, Inc.  (1999),  J.S.J.  Capital III,  Inc.  (1999),  Investra
Enterprises,  Inc. (1999),  Advanced  Ceiling  Supplies,  Inc. (1997),  Marathon
Marketing  Corp.  (1999),  all of which are  shell  companies  without  specific
business, but which are seeking an acquisition or merger.                       

         JEFF P. PLOEN, age 49, is a director and Treasurer of the Company since
1997.  He received a B.S.  in Business  Administration  from the  University  of
Wyoming.  He was Branch Manager of Neidiger  Tucker Bruner,  Inc. (1990 to 1992)
and Branch Manager of Cohig & Associates, Inc. (1992 to 1993). He was a licensed
securities  representative  from  1972  to  1994.  He  was  C.E.O.  of  Tamarron
Investments,  Inc. from 1993 to 1995. He has been President and a Director of J.
Paul Consulting Corp. since 1995. He has been a director and Treasurer of J.S.J.
Capital Corp. (1999),  J.S.J. Capital II, Inc. (1999), J.S.J. Capital III., Inc.
(1999),  Marathon Marketing Corp.  (1997-1999),  and Investra Enterprises,  Inc.
(1999),  all of which are shell companies without specific  business,  but which
are seeking an acquisition or merger.                                           

         Management  will devote  minimal time to the operations of the Company,
and any time spent will be devoted to screening and assessing and, if warranted,
negotiating to acquire business opportunities.                                  

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         None  of  the  Company's   officers  and/or   directors   receives  any
compensation for their  respective  services  rendered to the Company,  nor have
they received such compensation in the past. They all have agreed to act without
compensation  until authorized by the Board of Directors,  which is not expected
to occur  until  the  Company  has  generated  revenues  from  operations  after
consummation of a merger or  acquisition.  As of the date of filing this report,
the Company has no funds available to pay officers or directors.  Further,  none
of the  officers or  directors  is  accruing  any  compensation  pursuant to any
agreement with the Company. No retirement, pension, profit sharing, stock option
or insurance programs or other similar programs have been adopted by the Company
for the benefit of its employees.                                               

         It is possible  that,  after the  Company  successfully  consummates  a
merger or acquisition  with an  unaffiliated  entity,  that entity may desire to
employ or retain one or a number of members of the Company's  management for the
purposes of providing  services to the surviving  entity,  or otherwise  provide
other  compensation to such persons.  However,  the Company has adopted a policy
whereby the offer of any post-transaction  remuneration to members of management
will not be a consideration in the Company's  decision to undertake any proposed
transaction.  Each member of management  has agreed to disclose to the Company's
Board of Directors any discussions  concerning possible  compensation to be paid
to them by any entity which proposes to undertake a transaction with the Company
and  further,  to  abstain  from  voting on such  transaction.  Therefore,  as a
practical  matter,  if each  member of the  Company's  Board of  Directors  were
offered  compensation  in any form from any  prospective  merger or  acquisition
candidate, the proposed transaction would not be approved by the Company's Board
of Directors as a result of the inability of the Board to affirmatively  approve
such a transaction.                                                             

         It is possible  that persons  associated  with  management  may refer a
prospective  merger or  acquisition  candidate to the Company.  In the event the
Company  consummates  a  transaction  with any entity  referred by associates of
management,  it is possible that such an associate will be compensated for their
referral in the form of a finder's fee. It is anticipated  that this fee will be
either in the form of  restricted  Common Stock issued by the Company as part of
the  terms  of the  proposed  transaction,  or  will  be in  the  form  of  cash
consideration.  However,  if such  compensation  is in the  form of  cash,  such
payment will be tendered by the  acquisition  or merger  candidate,  because the
Company has insufficient cash available.  The amount of such finder's fee cannot
be  determined  as of the date of filing  this  report,  but is  expected  to be
comparable to  consideration  normally paid in like  transactions.  No member of
management  of the Company  will  receive any finders  fee,  either  directly or
indirectly,  as a result of their respective  efforts to implement the Company's
business plan outlined herein.                                                  

         The Company has adopted a policy  that its  affiliates  and  management
shall not be issued  further  common shares of the Company,  except in the event
discussed in the preceding paragraphs.                                          

PREVIOUS "BLANK CHECK" OR "SHELL" COMPANY INVOLVEMENT                           

         Management  of the Company has been  involved in prior  private  "blank
check" or "shell" companies as follows:                                         

      Each of the members of management are also officers and Directors of
certain  other "shell"  companies,  as follows:  J.S.J.  Capital  Corp.,  J.S.J.
Capital II, Inc.,  J.S.J.  Capital  III,  Inc.,  Marathon  Marketing  Corp.  and
Investra Enterprises,  Inc. Scott A. Deitler and James W. Toot are President and
Secretary,  respectively,  and Directors of Advanced Ceiling Supplies, Inc. None
of the  companies  have  completed  an  acquisition  or  merger  and  all of the
companies are in the development stage.                                         

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INDEMNIFICATION OF OFFICERS AND DIRECTORS                                       

         As  permitted  by Colorado  Statutes,  the Company  may  indemnify  its
directors and officers  against  expenses and liabilities  they incur to defend,
settle,  or satisfy any civil or criminal action brought against them on account
of their being or having been Company  directors or officers unless, in any such
action,  they are  adjudged  to have  acted  with  gross  negligence  or willful
misconduct.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act of 1933 may be  permitted  to  directors,  officers  or  persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that, in the opinion of the  Securities  and Exchange  Commission,
such  indemnification  is against public policy as expressed in that Act and is,
therefore, unenforceable.                                                       

EXCLUSION OF LIABILITY                                                          

         The Colorado Business  Corporation Act excludes personal  liability for
its directors for monetary  damages based upon any violation of their  fiduciary
duties  as  directors,  except  as to  liability  for any  breach of the duty of
loyalty,  acts or  omissions  not in good  faith  or which  involve  intentional
misconduct  or a knowing  violation  of law,  acts in  violation of the Colorado
Corporation Act, or any transaction  from which a director  receives an improper
personal  benefit.  This exclusion of liability does not limit any right which a
director may have to be indemnified and does not affect any director's liability
under federal or applicable state securities laws.                              

CONFLICTS OF INTEREST                                                           

         The officers  and  directors of the Company will not devote more than a
portion of their time to the  affairs of the  Company.  There will be  occasions
when the time  requirements of the Company's  business conflict with the demands
of their other  business and investment  activities.  Such conflicts may require
that the Company attempt to employ additional  personnel.  There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.                                            

         Conflicts of Interest - General.  Certain of the officers and directors
of the Company may be directors and/or principal shareholders of other companies
and,  therefore,  could face  conflicts  of interest  with  respect to potential
acquisitions.  In  addition,  officers  and  directors of the Company may in the
future  participate  in  business  ventures  which  could be deemed  to  compete
directly with the Company.  Additional conflicts of interest and non-arms length
transactions may also arise in the future in the event the Company's officers or
directors  are  involved  in the  management  of any firm with which the Company
transacts  business.  The Company's Board of Directors has adopted a policy that
the Company will not seek a merger with, or acquisition  of, any entity in which
management  serve as officers  or  directors,  or in which they or their  family
members own or hold a  controlling  ownership  interest.  Although  the Board of
Directors  could  elect to change this  policy,  the Board of  Directors  has no
present intention to do so. In addition, if the Company and other companies with

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which the Company's  officers and directors are  affiliated  both desire to take
advantage of a potential business  opportunity,  then the Board of Directors has
agreed that said  opportunity  should be  available  to each such company in the
order in which  such  companies  registered  or became  current in the filing of
annual reports under the Exchange Act subsequent to January 1, 1999.            

         The  Company's   officers  and  directors  may  actively  negotiate  or
otherwise  consent  to the  purchase  of a portion  of their  common  stock as a
condition  to,  or  in  connection   with,  a  proposed  merger  or  acquisition
transaction.  It is anticipated that a substantial premium over the initial cost
of such  shares may be paid by the  purchaser  in  conjunction  with any sale of
shares by the Company's  officers and directors which is made as a condition to,
or in connection  with, a proposed merger or acquisition  transaction.  The fact
that a substantial  premium may be paid to the Company's  officers and directors
to acquire  their  shares  creates a potential  conflict of interest for them in
satisfying  their  fiduciary  duties to the Company and its other  shareholders.
Even though such a sale could result in a substantial profit to them, they would
be legally  required to make the decision  based upon the best  interests of the
Company and the  Company's  other  shareholders,  rather than their own personal
pecuniary benefit.                                                              

ITEM 6. EXECUTIVE COMPENSATION.                                                 

                                                        [Enlarge/Download Table]


                                     SUMMARY COMPENSATION TABLE OF EXECUTIVES                                      
                                                                                                                   
                                    Annual Compensation                                          Awards            
Name &                    Year      Salary       Bonus       Other Annual              Restricted       Securities 
Principal Position                  ($)          ($)         Compensation ($)          Stock            Underlying 
                                                                                       Award(s)         Options    
                                                                                       ($)              /SARS (#)  
-------------------------------------------------------------------------------------------------------------------
James W. Toot,            1997      0            0           0                         0                0          
President                 1998      0            0           0                         0                0          
                          1999      0            0           0                         0                0          

Scott A. Deitler,         1997      0            0           0                         0                0          
Secretary                 1998      0            0           0                         0                0          
                          1999      0            0           0                         0                0          

Jeff P. Ploen             1997      0            0           0                         0                0          
Treasurer                 1998      0            0           0                         0                0          
                          1999      0            0           0                         0                0          


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                                              Directors' Compensation                                              

                                                                                                                   
Name                                       Annual        Meeting        Consulting        Number         Number of 
                                           Retainer      Fees ($)       Fees/Other        of Shares      Securities
                                           Fee($)                       Fees ($)          (#)            Underlying
                                                                                                         Options   
                                                                                                         SARS (#)  
-------------------------------------------------------------------------------------------------------------------
A. Director, James W. Toot                 0             0              0                 0              0         
B. Director, Scott A. Deitler              0             0              0                 0              0         
C. Director, Jeff P. Ploen                 0             0              0                 0              0         

Option/SAR Grants Table (None)                                  

        Aggregated Option/SAR Exercises in Last Fiscal Year an FY-End Option/SAR
value (None)                                                                    

Long Term Incentive Plans - Awards in Last Fiscal Year (None) 

         No officer or director has received any other  remuneration  in the two
year  period  prior to the filing of this  registration  statement.  There is no
current plan in  existence,  to pay or accrue  compensation  to its officers and
directors for services related to seeking business  opportunities and completing
a merger or  acquisition  transaction.  See "Certain  Relationships  and Related
Transactions."  The  Company  has  no  stock  option,  retirement,  pension,  or
profit-sharing  programs  for  the  benefit  of  directors,  officers  or  other
employees, but the Board of Directors may recommend adoption of one or more such
programs in the future.                                                         

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                         

         In 1997, the Company issued to its founding  directors a total of 3,360
shares of Common Stock for a total of $300.  Certificates  evidencing the Common
Stock  issued by the  Company  to these  persons  have all been  stamped  with a
restrictive legend, and are subject to stop transfer orders by the Company.  For
additional  information  concerning  restrictions  that  are  imposed  upon  the
securities  held  by  current  stockholders,  and the  responsibilities  of such
stockholders  to comply with federal  securities laws in the disposition of such
Common Stock, see "Risk Factors - Rule 144 Sales."                              

         No officer,  director,  or  affiliate of the Company has or proposes to
have any  direct or  indirect  material  interest  in any asset  proposed  to be
acquired  by the Company  through  security  holdings,  contracts,  options,  or
otherwise.                                                                      

         The Company has adopted a policy under which any consulting or finder's
fee  that  may be  paid to a third  party  for  consulting  services  to  assist
management  in evaluating a prospective  business  opportunity  would be paid in
stock or in cash.  Any such  issuance of stock would be made on an ad hoc basis.
Accordingly,  the Company is unable to predict  whether or in what amount such a
stock issuance might be made.                                                   

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         Although management has no current plans to cause the Company to do so,
it is possible that the Company may enter into an agreement  with an acquisition
candidate requiring the sale of all or a portion of the Common Stock held by the
Company's  current  stockholders  to the  acquisition  candidate  or  principals
thereof,  or to other individuals or business entities,  or requiring some other
form of payment to the Company's current  stockholders,  or requiring the future
employment  of specified  officers  and payment of salaries to them.  It is more
likely  than  not  that  any  sale  of  securities  by  the  Company's   current
stockholders  to an  acquisition  candidate  would  be at a price  substantially
higher than that  originally paid by such  stockholders.  Any payment to current
stockholders  in the context of an  acquisition  involving  the Company would be
determined  entirely by the largely  unforeseeable  terms of a future  agreement
with an unidentified business entity.                                           

ITEM 8. DESCRIPTION OF SECURITIES.                                              

COMMON STOCK                                                                    

         The Company's Articles of Incorporation authorize the issuance of 5,000
shares of Common  Stock $.001 par value.  Each record  holder of Common Stock is
entitled to one vote for each share held on all matters  properly  submitted  to
the stockholders for their vote. Cumulative voting for the election of directors
is not permitted by the Articles of Incorporation.                              

         Holders of  outstanding  shares of Common  Stock are  entitled  to such
dividends as may be declared  from time to time by the Board of Directors out of
legally  available  funds;  and,  in the event of  liquidation,  dissolution  or
winding up of the  affairs of the  Company,  holders  are  entitled  to receive,
ratably,  the  net  assets  of  the  Company  available  to  stockholders  after
distribution  is made to the  preferred  stockholders,  if  any,  who are  given
preferred rights upon liquidation. Holders of outstanding shares of Common Stock
have no  preemptive,  conversion  or  redemptive  rights.  All of the issued and
outstanding shares of Common Stock are, and all unissued shares when offered and
sold will be, duly authorized, validly issued, fully paid, and nonassessable. To
the extent that additional shares of the Company's Common Stock are issued,  the
relative interests of then existing stockholders may be diluted.                

SHAREHOLDERS                                                                    

         Each  shareholder has sole investment  power and sole voting power over
the shares owned by such shareholder.                                           

         No  shareholder  has entered into or delivered any lock up agreement or
letter agreement regarding their shares or options thereon. Under Colorado laws,
no lock up  agreement is required  regarding  the  Company's  shares as it might
relate to an acquisition.                                                       

TRANSFER AGENT                                                                  

         The Company has engaged  Mountain Share  Transfer,  Inc.,  1625 Abilene
Drive, Broomfield, Colorado 80020 as its transfer agent.                        

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REPORTS TO STOCKHOLDERS                                                         

         The Company plans to furnish its stockholders with an annual report for
each fiscal year  containing  financial  statements  audited by its  independent
certified  public  accountants.  In the event the Company enters into a business
combination with another company,  it is the present  intention of management to
continue  furnishing  annual  reports to  stockholders.  The Company  intends to
comply with the periodic reporting  requirements of the Securities  Exchange Act
of  1934  for so  long  as it is  subject  to  those  requirements,  and to file
unaudited quarterly reports and annual reports with audited financial statements
as required by the Securities Exchange Act of 1934.                             

 PART II

ITEM 1.            MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S COMMON        
EQUITY AND OTHER SHAREHOLDER MATTERS      

         No public trading market exists for the Company's securities and all of
its  outstanding  securities are  restricted  securities as defined in Rule 144.
There were three (3) holders of record of the  Company's  common stock on August
31,  1999.  No  dividends  have  been  paid to date and the  Company's  Board of
Directors does not anticipate paying dividends in the foreseeable future.       

ITEM 2.           LEGAL PROCEEDINGS                                             

         The Company is not a party to any  pending  legal  proceedings,  and no
such proceedings are known to be contemplated.                                  

         No  director,  officer or  affiliate  of the  Company,  and no owner of
record or beneficial  owner of more than 5.0% of the  securities of the Company,
or any  associate of any such  director,  officer or security  holder is a party
adverse  to the  Company or has a material  interest  adverse to the  Company in
reference to any litigation.                                                    

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.                          

Not applicable.                                               

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                                                        [Enlarge/Download Table]


ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.                                                

         Since July 16, 1997 (the date of the Company's formation),  the Company                
has  sold  its  Common  Stock  to the  persons  listed  in the  table  below  in                
transactions summarized as follows:                                                             
                                                                                                
                                                     PURCHASE          DATE OF                  
PURCHASER                           PER SHARE        AMOUNT            PURCHASE         SHARES  
------------------------------------------------------------------------------------------------
James W. Toot.                      $.001            $100              July 1997        1120    
President & Director                                                                            
7444 Singing Hills Court                                                                        
Boulder, CO 80301                                                                               

Scott A. Deitler                    $.001            $100              July 1997        1120    
Secretary & Director                                                                            
1529 Spruce St., #2                                                                             
Boulder, CO 80301                                                                               

Jeff P. Ploen                       $.001            $100              July 1997        1120    
Treasurer & Director                                                                            
6041 Syracuse Way, #307                                                                         
Englewood, CO 80111                                                                             

         Each of the sales listed above was made for cash as listed.  All of the
listed sales were made in reliance upon the exemption from registration  offered
by  Section  4(2)  of the  Securities  Act  of  1933,  as  amended.  Based  upon
Subscription  Agreements  completed by each of the subscribers,  the Company had
reasonable  grounds  to  believe  immediately  prior to  making  an offer to the
private  investors,  and did in  fact  believe,  when  such  subscriptions  were
accepted, that such purchasers (1) were purchasing for investment and not with a
view to distribution, and (2) had such knowledge and experience in financial and
business  matters that they were capable of  evaluating  the merits and risks of
their investment and were able to bear those risks. The purchasers had access to
pertinent  information enabling them to ask informed questions.  The shares were
issued without the benefit of registration. An appropriate restrictive legend is
imprinted  upon  each  of  the  certificates   representing  such  shares,   and
stop-transfer  instructions have been entered in the Company's transfer records.
All such sales  were  effected  without  the aid of  underwriters,  and no sales
commissions were paid.                                                          

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS                               

         The  Colorado  Statutes  provide  that the  Company may  indemnify  its
officers and  directors for costs and expenses  incurred in connection  with the
defense of actions, suits, or proceedings where the officer or director acted in
good faith and in a manner he reasonably  believed to be in the  Company's  best
interest  and is a party by reason  of his  status as an  officer  or  director,
absent a finding of negligence or misconduct in the performance of duty.        

28

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 SIGNATURES:

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.                           

DATED: December 15, 1999                                                        

                                           CROSS CHECK CORP.

                                     BY:      /S/JAMES W. TOOT
                                                  James W. Toot, President

                                        BY:      /S/SCOTT A. DEITLER
                                                     Scott A. Deitler, Secretary

                                    Directors:

                                          /S/JAMES W. TOOT
                                                 James W. Toot, Director

                                             /S/SCOTT A. DEITLER
                                                    Scott A. Deitler, Director

                                          /S/JEFF P. PLOEN
                                                 Jeff P. Ploen, Director

29

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 INDEX TO FINANCIAL STATEMENTS

                                                                          PAGE

Independent Auditors' Report                                                F-2 

Financial Statements:                                                           

    Balance Sheet                                                          F-3

    Statements of Operations                                               F-4

    Statement of Changes in Stockholders' Equity                           F-5

    Statements of Cash Flows                                               F-6

Notes to Financial Statements                                           F-7-F-8 

Interim Financial Statements for Period ended November 30, 1999             F-9 

  Balance Sheet                                                           F-10

  Statement of Operations                                                 F-11

  Statement of Cash Flows                                                 F-12

Notes to Financial Statements                                          F-13-F14 

 F-1

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INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS                                      
CROSS CHECK CORP.                                                               
BOULDER, COLORADO                                                               

We have  audited  the  accompanying  balance  sheet  of  Cross  Check  Corp.  (a
development stage company) as of August 31, 1999, and the related  statements of
operations,  changes in stockholders' equity, and cash flows for each of the two
years in the period  ended August 31, 1999 and for the period from July 16, 1997
(inception)   to  August  31,  1999.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.                      

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the 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 Cross Check Corp. as of August
31, 1999,  and the results of its  operations and its cash flows for each of the
two years in the period  ended  August 31, 1999 and for the period from July 16,
1997  (inception)  to August 31, 1999, in  conformity  with  generally  accepted
accounting principles.                                                          

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the  Company  is in the  development  stage  and has not
commenced  operations.  Its ability to continue as a going  concern is dependent
upon its ability to develop additional sources of capital, locate and complete a
merger with another company and ultimately achieve profitable operations.  These
conditions  raise  substantial  doubt  about its  ability to continue as a going
concern.  The  financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.                                    

/S/A.J. ROBBINS                                                                 

DENVER, COLORADO                                                                
OCTOBER 12, 1999                                                                

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

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                                                 CROSS CHECK CORP.                                   
                                           (A DEVELOPMENT STAGE COMPANY)                             
                                                   BALANCE SHEET                                     
                                                  AUGUST 31, 1999                                    

                                                      ASSETS                                         
                                                                                                     

CURRENT ASSETS, CASH ON HAND                                                      $              250 
                                                                                  ================== 

                                        LIABILITIES AND STOCKHOLDERS' EQUITY                         

TOTAL LIABILITIES                                                                 $           -      

COMMITMENTS AND CONTINGENCIES                                                                        

STOCKHOLDERS' EQUITY:                                                                                

     Common stock, $.001 par value, 5,000 shares                                                     
         authorized, 3,360 shares  issued and                                                        
         outstanding                                                                               3 
     Additional paid-in capital                                                                  297 
     (Deficit) accumulated during the development stage                                          (50)

                  TOTAL STOCKHOLDERS' EQUITY                                                     250 

                                                                                  $              250 

                                  SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS                     

                                                        F-3                                          


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                                                 CROSS CHECK CORP.                                                                 
                                           (A Development Stage Company)                                                           
                                             STATEMENTS OF OPERATIONS                                                              
                                                                                                                                   
                                                                                                                    Cumulative     
                                                                                                                       from        
                                                                                                                     July 16,      
                                                                                                                       1997        
                                                                                                                    (INCEPTION)    
                                                                                  FOR THE YEARS ENDED                   TO         
                                                                                         AUGUST 31,                  AUGUST 31,    
                                                                         ------------------------------------    ----------------- 
                                                                                1999                 1998               1999       
                                                                         -----------------    ----------------   ----------------- 

REVENUE                                                                  $          -         $          -       $          -      
                                                                         -----------------    -----------------  ----------------- 

EXPENSES:                                                                                                                          

     GENERAL AND ADMINISTRATIVE                                                     -                   -                       50 
                                                                         -----------------    ----------------   ----------------- 

                  TOTAL EXPENSES                                                    -                   -                       50 
                                                                         -----------------    ----------------   ----------------- 

NET INCOME/(LOSS)                                                        $          -         $         -        $             (50)
                                                                         =================    ================   ================= 

NET INCOME/(LOSS) PER COMMON SHARE - BASIC                               $          -         $         -                          
                                                                         =================    ================                     

WEIGHTED AVERAGE NUMBER OF COMMON SHARES                                                                                           
OUTSTANDING                                                                          3,360               3,360                     
                                                                         =================    ================                     

                                  SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS                                                   

                                                        F-4                                                                        


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                                                 CROSS CHECK CORP.                                                             
                                           (A DEVELOPMENT STAGE COMPANY)                                                       
                                   STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY                                                
                                   FOR THE PERIOD FROM JULY 16, 1997 (INCEPTION)                                               
                                                TO AUGUST 31, 1999                                                             

                                                                                                                               
                                                                                                 ACCUMULATED                   
                                                                                ADDITIONAL        DURING THE                   
                                                  COMMON STOCK                   PAID-IN         DEVELOPMENT                   
                                           SHARES              AMOUNT             CAPTIAL              STAGE        TOTAL      

BALANCES, JULY 16, 1997                        -         $         -        $         -       $         -        $      -      
   Issuance of stock for cash on                                                                                               
     July 16, 1997 at $.09 per share            3,360                   3                297            -                  300 
   NET (LOSS)                                  -                   -                  -                    (50)            (50)
                                     ----------------                                                                          

BALANCES, AUGUST 31, 1997                       3,360                   3                297               (50)            250 
   NET (LOSS)                                  -                   -                  -                 -               -      
                                     ----------------                                                                          

BALANCES, AUGUST 31, 1998                       3,360                   3                297               (50)            250 
   NET (LOSS)                                  -                   -                  -                 -               -      
                                     ----------------                                                                          

BALANCES, AUGUST 31, 1999                       3,360    $              3   $            297  $            (50)  $         250 
                                     ================                                                                          

                                  SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS                                               

                                                        F-5                                                                    


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                                                     CROSS CHECK CORP.                                                         
                                               (A DEVELOPMENT STAGE COMPANY)                                                   
                                                 STATEMENTS OF CASH FLOWS                                                      
                                                                                                                               
                                                                                                                 CUMULATIVE    
                                                                                                                    FROM       
                                                                                                                  JULY 16,     
                                                                                                                    1997       
                                                                              FOR THE YEARS ENDED              (INCEPTION) TO  
                                                                                  AUGUST 31,                     AUGUST 31,    
                                                                  ----------------------------------------   ----------------- 
                                                                          1999                    1998               1999      
                                                                  -----------------       -----------------  ----------------- 

CASH FLOWS FROM (TO) OPERATING ACTIVITIES:                                                                                     

     NET (LOSS) FROM OPERATIONS                                   $          -            $          -       $             (50)
                                                                  -----------------       -----------------  ----------------- 

                  NET CASH (USED) BY OPERATING ACTIVITIES                    -                       -                     (50)
                                                                  -----------------       -----------------  ----------------- 

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:                                                                                     

     COMMON STOCK ISSUED FOR CASH                                            -                       -                     300 
                                                                  -----------------       -----------------  ----------------- 

                  NET CASH PROVIDED BY FINANCING ACTIVITIES                  -                       -                     300 
                                                                  -----------------       -----------------  ----------------- 

NET INCREASE IN CASH                                                         -                       -                     250 

CASH, BEGINNING OF PERIOD                                                       250                     250             -      
                                                                  -----------------       -----------------  ----------------- 

CASH, END OF PERIOD                                               $             250       $             250  $             250 
                                                                  =================       =================  ================= 

                                      SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS                                           

                                                            F-6                                                                


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 CROSS CHECK CORP.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

HISTORY                                                                         

Cross Check Corp.  (the Company),  a development  stage  company,  was organized
under the laws of the State of Colorado on July 16, 1997.  The Company is in the
development stage as defined in Financial  Accounting  Standards Board Statement
No. 7. The fiscal year end is August 31.                                        

GOING CONCERN                                                                   

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of  liabilities  in  the  normal  course  of  business.  The  Company  is in the
development stage and has not earned any revenues from operations to date.      

The Company is currently devoting its efforts to locating merger candidates. The
Company's  ability to continue as a going concern is dependent  upon its ability
to develop  additional  sources of  capital,  locate and  complete a merger with
another company, and ultimately, achieve profitable operations. The accompanying
financial  statements do not include any adjustments  that might result from the
outcome of these uncertainties.                                                 

INCOME TAXES                                                                    

The Company  has  elected,  with the  stockholders'  consent,  to be taxed under
provisions of Subchapter S of the Internal Revenue Code. Under those provisions,
the Company does not pay federal  corporate  income taxes on its taxable  income
and is not allowed a net operating  loss  carryover or carryback as a deduction.
Instead,  the  stockholders  are liable for  individual  federal income taxes on
their  respective  shares of the  Company's  taxable  income  subject to certain
limitations,  and include their respective shares of the Company's net operating
loss in their individual income tax returns.                                    

EARNINGS (LOSS) PER COMMON SHARE                                                

During 1997 the Financial  Accounting  Standard Board (FASB) issued Statement of
Financial  Accounting  Standards No. 128,  "Earnings per Share" (SFAS 128). SFAS
128 replaced the  calculation  of primary and fully  diluted  earnings per share
with basic and diluted  earnings  per share.  Basic  earnings  (loss) per common
share is  computed  based  upon the  weighted  average  number of common  shares
outstanding  during the  period.  Diluted  earnings  per share  consists  of the
weighted  average number of common shares  outstanding plus the dilutive effects
of options and warrants  calculated  using the treasury  stock  method.  In loss
periods,  dilutive common  equivalent shares are excluded as the effect would be
anti-dilutive.                                                                  

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS                     

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,  the  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues and expenses  during the  reporting  periods.
Actual results could differ from those estimates and assumptions.               

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 CROSS CHECK CORP.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS

NOTE 2 - STOCKHOLDERS' EQUITY                                                   

During  July 1997,  the  Company  issued for cash 3,360  shares of its $.001 par
value common stock at $.09 per share.                                           

NOTE 3 - SUBSEQUENT EVENT                                                       

On October 5, 1999, the Company  received loans from  stockholders in the amount
of $7,500.                                                                      

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 CROSS CHECK CORP.
 (A DEVELOPMENT STAGE COMPANY)
INTERIM FINANCIAL STATEMENTS
 (UNAUDITED)
FOR PERIOD ENDED NOVEMBER 30, 1999

 F-9

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                                                 CROSS CHECK CORP.                                 
                                           (A DEVELOPMENT STAGE COMPANY)                           
                                                   BALANCE SHEET                                   
                                                 NOVEMBER 30, 1999                                 
                                                    (UNAUDITED)                                    

                                                      ASSETS                                       
                                                                                                   

CURRENT ASSETS, CASH ON HAND                                                    $            6,000 
                                                                                ================== 

                                        LIABILITIES AND STOCKHOLDERS' EQUITY                       

TOTAL LIABILITIES (SHAREHOLDER LOAN)                                            $           7,500  

COMMITMENTS AND CONTINGENCIES                                                                      

STOCKHOLDERS' EQUITY:                                                                              

     COMMON STOCK, NO PAR VALUE, 1,000,000 SHARES                                                  
     AUTHORIZED, 672,000 SHARES  ISSUED AND                                                        
     OUTSTANDING                                                                               300 
     ADDITIONAL PAID-IN CAPITAL                                                                  - 
     (DEFICIT) ACCUMULATED DURING THE DEVELOPMENT STAGE                                     (1,800)

                  TOTAL STOCKHOLDERS' (Deficit)                                             (1,500)

                                SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS                     

                                                       F-10                                        


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                                                 CROSS CHECK CORP.                                          
                                           (A Development Stage Company)                                    
                                              STATEMENT OF OPERATIONS                                       
                                                    (UNAUDITED)                                             

                                                                                                            
                                                                                            FOR THE PERIOD  
                                                                                               JULY 16,     
                                                                                                 1997       
                                                                                          (INCEPTION OF THE 
                                                                        FOR THE QUARTER      DEVELOPMENT    
                                                                             ENDED            STAGE) TO     
                                                                         NOVEMBER 30          NOVEMBER 30   
                                                                             1999                 1999      
                                                                      -----------------    ---------------  

REVENUE                                                               $               -    $          -     
                                                                      -----------------    ---------------  

EXPENSES:                                                                                                   

     General and administrative                                                       -                  50 
      ACCOUNTING                                                                  1,750               1,750 
                                                                      -------------------- ---------------- 
                  TOTAL EXPENSES                                                  1,750               1,800 
                                                                      -----------------    ---------------- 

NET INCOME/(LOSS)                                                     $          (1,750)   $         (1,800)
                                                                      =================    ================ 

NET INCOME/(LOSS) PER COMMON SHARE - BASIC                            $           *        $          *     
                                                                      =================    ================ 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES                                          3,360               3,360 
OUTSTANDING                                                            ================     =============== 

*Less than $(.01)                                                                                           

                                  SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS                            

                                                       F-11                                                 


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                                                 CROSS CHECK CORP.                                            
                                           (A DEVELOPMENT STAGE COMPANY)                                      
                                            STATEMENTS OF CASH FLOWS                                          
                                                    (UNAUDITED)                                               
                                                                                                              

                                                                                              FOR THE PERIOD  
                                                                                               July 16, 1997  
                                                                                             (INCEPTION OF THE
                                                                          FOR THE QUARTER       DEVELOPMENT   
                                                                               ENDED             STAGE) TO    
                                                                            NOVEMBER 30        NOVEMBER 30,   
                                                                               1999                1999       
                                                                        -----------------   ----------------- 

CASH FLOWS FROM (TO) OPERATING ACTIVITIES:                                                                    

     NET (LOSS) FROM OPERATIONS                                         $          (1,750)  $          (1,800)
                                                                        -----------------   ----------------- 
     ADJUSTMENTS TO RECONCILE NET (LOSS) TO NET CASH USED                                                     
   BY OPERATING ACTIVITIES:                                                                                   
              COMMON STOCK ISSUED FOR SERVICES                                     -                        - 
                                                                        -----------------   ----------------- 

                  NET CASH (USED) BY OPERATING ACTIVITIES                          (1,750)             (1,800)
                                                                        -----------------   ----------------- 

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:                                                                    

     COMMON STOCK ISSUED FOR CASH                                                  -                      300 
       LOANS                                                                       7,500                7,500 
                                                                        -----------------   ----------------- 
                  NET CASH PROVIDED BY FINANCING ACTIVITIES                        7,500                7,800 
                                                                        -----------------   ----------------- 

NET INCREASE IN CASH                                                                5,750                     

CASH, BEGINNING OF PERIOD                                                             250                     

CASH, END OF PERIOD                                                     $           6,000                     
                                                                        =================                     

                                  SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS                              

                                                       F-12                                                   


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 CROSS CHECK CORP.
 (A Development Stage Company)
 NOTES TO FINANCIAL STATEMENTS
 (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

HISTORY                                                                         

Cross Check Corp.  (the Company),  a development  stage  company,  was organized
under the laws of the State of Colorado on July 16, 1997.  The Company is in the
development stage as defined in Financial  Accounting  Standards Board Statement
No. 7. The fiscal year end is August 31.                                        

GOING CONCERN                                                                   

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of  liabilities  in  the  normal  course  of  business.  The  Company  is in the
development stage and has not earned any revenues from operations to date.      

The Company is currently devoting its efforts to locating merger candidates. The
Company's  ability to continue as a going concern is dependent  upon its ability
to develop  additional  sources of  capital,  locate and  complete a merger with
another company, and ultimately, achieve profitable operations. The accompanying
financial  statements do not include any adjustments  that might result from the
outcome of these uncertainties.                                                 

INCOME TAXES                                                                    

The Company  has  elected,  with the  stockholders'  consent,  to be taxed under
provisions of Subchapter S of the Internal Revenue Code. Under those provisions,
the Company does not pay federal  corporate  income taxes on its taxable  income
and is not allowed a net operating  loss  carryover or carryback as a deduction.
Instead,  the  stockholders  are liable for  individual  federal income taxes on
their  respective  shares of the  Company's  taxable  income  subject to certain
limitations,  and include their respective shares of the Company's net operating
loss in their individual income tax returns.                                    

EARNINGS (LOSS) PER COMMON SHARE                                                

During 1997 the Financial  Accounting  Standard Board (FASB) issued Statement of
Financial  Accounting  Standards No. 128,  "Earnings per Share" (SFAS 128). SFAS
128 replaced the  calculation  of primary and fully  diluted  earnings per share
with basic and diluted  earnings  per share.  Basic  earnings  (loss) per common
share is  computed  based  upon the  weighted  average  number of common  shares
outstanding  during the  period.  Diluted  earnings  per share  consists  of the
weighted  average number of common shares  outstanding plus the dilutive effects
of options and warrants  calculated  using the treasury  stock  method.  In loss
periods,  dilutive common  equivalent shares are excluded as the effect would be
anti-dilutive.                                                                  

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS                     

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,  the  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues and expenses  during the  reporting  periods.
Actual results could differ from those estimates and assumptions.               

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 CROSS CHECK CORP.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 (UNAUDITED)

NOTE 2 - STOCKHOLDERS' EQUITY                                                   

During  July 1997,  the  Company  issued for cash 3,360  shares of its $.001 par
value common stock at $.09 per share.                                           

NOTE 3 - SUBSEQUENT EVENT                                                       

On October 5, 1999, the Company  received loans from  stockholders in the amount
of $7,500.                                                                      

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 INDEX TO EXHIBITS

SK#               3.1      Articles of Incorporation                            

3.2      Bylaws of Cross Check Corp.        

27.1     Financial Data Schedule            

30

Dates Referenced Herein

				Referenced-On Page
This ‘10SB12G’ Filing		Date		First		Last			Other Filings
		12/31/99		19					None on these Dates
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		10/12/99		31
		10/5/99		37		43
		8/31/99		18		34
		1/1/99		24
		7/16/97		3		42
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