Pontotoc Production Inc – ‘10-12G/A’ on 10/22/96

As of:  Tuesday, 10/22/96   ·   Accession #:  948830-96-205   ·   File #:  0-21313

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Amendment to Registration of Securities (General Form)   —   Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12G/A    Amendment to Registration of Securities (General      33    147K 
                          Form)                                                  

Document Table of Contents

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U.S. SECURITIES AND EXCHANGE COMMISSION       

Washington, D.C.  20549       

FORM 10-SB/A    

Amendment No. 1               

General Form for Registration of Securities       
of Small Business Issuers   
Under Section 12(b) or (g) of   
the Securities Exchange Act of 1934   

MAHOGANY CAPITAL, INC.    
(Name of Small Business Issuer)     

Nevada                                    84-1349552    
(State or Other Jurisdiction of        (I.R.S. Employer Identification Number)  
Incorporation or Organization)                                                  

16178 East Prentice Place, Aurora, Colorado 80015 
(Address of Principal Executive Offices, Including Zip Code)

(303) 690-6787    
(Issuer's Telephone Number)     

Securities to be Registered Under Section 12(b) of the Act:  None               

Securities to be Registered Under Section 12(g) of the Act:               

Common Stock, $.0001 Par Value
(Title of Class)

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PART I  

ITEM 1.  DESCRIPTION OF BUSINESS.                                               

   Mahogany Capital, Inc. (the "Company"), was incorporated on July 1, 1996,
under the laws of the State of Nevada, to engage in any lawful corporate        
undertaking, including, but not limited to, selected mergers and acquisitions.  
The Company has been in the developmental stage since inception and has no      
operations to date.  Other than issuing shares to its original shareholders,    
the Company never commenced any operational activities.  The Board of           
Directors of the Company has elected to commence implementation of the          
Company's principal business purpose, described below under "Item 2, Plan of    
Operation".  As such, the Company can be defined as a "shell" company, whose    
sole purpose at this time is to locate and consummate a merger or acquisition   
with a private entity.                                                          

   The proposed business activities described herein classify the Company as
a "blank check" company.  Many states have enacted statutes, rules and          
regulations limiting the sale of securities of "blank check" companies in       
their respective jurisdictions.  Management does not intend to undertake any    
efforts to cause a market to develop in the Company's securities until such     
time as the Company has successfully implemented its business plan described    
herein.  Accordingly, each shareholder of the Company has executed and          
delivered a "lock-up" letter agreement, affirming that he/she will not sell     
his/her respective shares of the Company's common stock until such time as the  
Company has successfully consummated a merger or acquisition and the Company    
is no longer classified as a "blank check" company.  In order to provide        
further assurances that no trading will occur in the Company's securities       
until a merger or acquisition has been consummated, each shareholder has        
agreed to place his/her respective stock certificate with the Company's legal   
counsel, who will not release these respective certificates until such time as  
legal counsel has confirmed that a merger or acquisition has been successfully  
consummated.  However, while management believes that the procedures            
established to preclude any sale of the Company's securities prior to closing   
of a merger or acquisition will be sufficient, there can be no assurances that  
the procedures established herein will unequivocally limit any shareholder's    
ability to sell their respective securities before such closing.                

   The Company's business is subject to numerous risk factors, including the
following:                                                                      

  NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS.  The Company has had
no operating history nor any revenues or earnings from operations.  The         
Company has no significant assets or financial resources.  The Company will,    
in all likelihood, sustain operating expenses without corresponding revenues,   
at least until the consummation of a business combination.  This may result in  
the Company incurring a net operating loss which will increase continuously     
until the Company can consummate a business combination with a profitable       
business opportunity.  There is no assurance that the Company can identify      
such a business opportunity and consummate such a business combination.         

  SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS.  The success of the
Company's proposed plan of operation will depend to a great extent on the       
operations, financial condition and management of the identified business       
opportunity.  While management intends to seek business combinations with       
entities having established operating histories, there can be no assurance      
that the Company will be successful in locating candidates meeting such         
criteria.  In the event the Company completes a business combination, of which  

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there can be no assurance, the success of the Company's operations may be       
dependent upon management of the successor firm or venture partner firm and     
numerous other factors beyond the Company's control.                            

  SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS.
The Company is and will continue to be an insignificant participant in the      
business of seeking mergers with, joint ventures with and acquisitions of       
small private entities.  A large number of established and well-financed        
entities, including venture capital firms, are active in mergers and            
acquisitions of companies which may be desirable target candidates for the      
Company.  Nearly all such entities have significantly greater financial         
resources, technical expertise and managerial capabilities than the Company     
and, consequently, the Company will be at a competitive disadvantage in         
identifying possible business opportunities and successfully completing a       
business combination.  Moreover, the Company will also compete in seeking       
merger or acquisition candidates with numerous other small public companies.    

   NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION - NO STANDARDS
FOR BUSINESS COMBINATION.  The Company has no arrangement, agreement or         
understanding with respect to engaging in a merger with, joint venture with or  
acquisition of, a private entity.  There can be no assurance the Company will   
be successful in identifying and evaluating suitable business opportunities or  
in concluding a business combination.  Management has not identified any        
particular industry or specific business within an industry for evaluation by   
the Company.  There is no assurance the Company will be able to negotiate a     
business combination on terms favorable to the Company.  The Company has not    
established a specific length of operating history or a specified level of      
earnings, assets, net worth or other criteria which it will require a target    
business opportunity to have achieved, and without which the Company would not  
consider a business combination in any form with such business opportunity.     
Accordingly, the Company may enter into a business combination with a business  
opportunity having no significant operating history, losses, limited or no      
potential for earnings, limited assets, negative net worth or other negative    
characteristics.                                                                

   CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY.  While seeking a
business combination, management anticipates devoting up to twenty hours per    
month to the business of the Company.  The Company's sole officer has not       
entered into a written employment agreement with the Company and he is not      
expected to do so in the foreseeable future.  The Company has not obtained key  
man life insurance on either of its officers or directors.  Notwithstanding     
the combined limited experience and time commitment of management, loss of the  
services of any of these individuals would adversely affect development of the  
Company's business and its likelihood of continuing operations.  See            
"MANAGEMENT."                                                                   

CONFLICTS OF INTEREST - GENERAL.  The Company's officers and directors
participate in other business ventures which 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.  Management has adopted a policy that the Company will not seek a     
merger with, or acquisition of, any entity in which management serve as         
officers, directors or partners, or in which they or their family members own   
or hold any ownership interest.  See "ITEM 5.  DIRECTORS, EXECUTIVE OFFICERS,   
PROMOTERS AND CONTROL PERSONS - CONFLICTS OF INTEREST."                         

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  REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.  Section 13 of
the Securities Exchange Act of 1934 (the "Exchange Act"), requires companies    
subject thereto to provide certain information about significant acquisitions,  
including certified financial statements for the company acquired, covering     
one or two years, depending on the relative size of the acquisition.  The time  
and additional costs that may be incurred by some target entities to prepare    
such statements may significantly delay or essentially preclude consummation    
of an otherwise desirable acquisition by the Company.  Acquisition prospects    
that do not have or are unable to obtain the required audited statements may    
not be appropriate for acquisition so long as the reporting requirements of     
the 1934 Act are applicable.                                                    

LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION.  The Company has   
neither conducted, nor have others made available to it, results of market      
research indicating that market demand exists for the transactions              
contemplated by the Company.  Moreover, the Company does not have, and does     
not plan to establish, a marketing organization.  Even in the event demand is   
identified for a merger or acquisition contemplated by the Company, there is    
no assurance the Company will be successful in completing any such business     
combination.                                                                    

LACK OF DIVERSIFICATION.  The Company's proposed operations, even if  
successful, will in all likelihood result in the Company engaging in a          
business combination with only one business opportunity.  Consequently, the     
Company's activities will be limited to those engaged in by the business        
opportunity which the Company merges with or acquires.  The Company's           
inability to diversify its activities into a number of areas may subject the    
Company to economic fluctuations within a particular business or industry and   
therefore increase the risks associated with the Company's operations.          

   REGULATION.  Although the Company will be subject to regulation under the
Securities Exchange Act of 1934, management believes the Company will not be    
subject to regulation under the Investment Company Act of 1940, insofar as the  
Company will not be engaged in the business of investing or trading in          
securities.  In the event the Company engages in business combinations which    
result in the Company holding passive investment interests in a number of       
entities, the Company could be subject to regulation under the Investment       
Company Act of 1940.  In such event, the Company would be required to register  
as an investment company and could be expected to incur significant             
registration and compliance costs .  The Company has obtained no formal         
determination from the Securities and Exchange Commission as to the status of   
the Company under the Investment Company Act of 1940 and, consequently, any     
violation of such Act would subject the Company to material adverse             
consequences.                                                                   

PROBABLE CHANGE IN CONTROL AND MANAGEMENT.  A business combination    
involving the issuance of the Company's common stock will, in all likelihood,   
result in shareholders of a private company obtaining a controlling interest    
in the Company.  Any such business combination may require management of the    
Company to sell or transfer all or a portion of the Company's common stock      
held by them, or resign as members of the Board of Directors of the Company.    
The resulting change in control of the Company could result in removal of one   
or more present officers and directors of the Company and a corresponding       
reduction in or elimination of their participation in the future affairs of     
the Company.                                                                    

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 REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION.
The Company's primary plan of operation is based upon a business combination    
with a private concern which, in all likelihood, would result in the Company    
issuing securities to shareholders of such private company.  The issuance of    
previously authorized and unissued common stock of the Company would result in  
reduction in percentage of shares owned by present and prospective              
shareholders of the Company and would most likely result in a change in         
control or management of the Company.                                           

DISADVANTAGES OF BLANK CHECK OFFERING.  The Company may enter into a  
business combination with an entity that desires to establish a public trading  
market for its shares.  A business opportunity may attempt to avoid what it     
deems to be adverse consequences of undertaking its own public offering by      
seeking a business combination with the Company.  Such consequences may         
include, but are not limited to, time delays of the registration process,       
significant expenses to be incurred in such an offering, loss of voting         
control to public shareholders and the inability or unwillingness to comply     
with various federal and state laws enacted for the protection of investors.    

   TAXATION.  Federal and state tax consequences will, in all likelihood, be
major considerations in any business combination the Company may undertake.     
Currently, such transactions may be structured so as to result in tax-free      
treatment to both companies, pursuant to various federal and state tax          
provisions.  The Company intends to structure any business combination so as    
to minimize the federal and state tax consequences to both the Company and the  
target entity; however, there can be no assurance that such business            
combination will meet the statutory requirements of a tax-free reorganization   
or that the parties will obtain the intended tax-free treatment upon a          
transfer of stock or assets.  A non-qualifying reorganization could result in   
the imposition of both federal and state taxes which may have an adverse        
effect on both parties to the transaction.                                      

REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY BUSINESS   
OPPORTUNITIES.  Management of the Company believes that any potential business  
opportunity must provide audited financial statements for review, and for the   
protection of all parties to the business combination.  One or more attractive  
business opportunities may choose to forego the possibility of a business       
combination with the Company, rather than incur the expenses associated with    
preparing audited financial statements.                                         

ITEM 2.  PLAN OF OPERATION                                                      

 The Registrant intends to seek to acquire assets or shares of an entity
actively engaged in business which generates revenues, in exchange for its      
securities.  The Registrant has no particular acquisitions in mind and has not  
entered into any negotiations regarding such an acquisition.  None of the       
Company's officers, directors, promoters or affiliates have engaged in any      
preliminary contact or discussions with any representative of any other         
company regarding the possibility of an acquisition or merger between the       
Company and such other company as of the date of this registration statement.   

The Company's Board of Directors intends to provide the Company's     
shareholders with complete disclosure documentation concerning a potential      
business opportunity and the structure of the proposed business combination     
prior to consummation of the same, which disclosure is intended to be in the    
form of a proxy statement.  While such disclosure may include audited           
financial statements of such a target entity, there is no assurance that such   
audited financial statements will be available.  The Board of Directors does    

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intend to obtain certain assurances of value of the target entity's assets      
prior to consummating such a transaction, with further assurances that an       
audited statement would be provided within seventy-five days after closing of   
such a transaction.  Closing documents relative thereto will include            
representations that the value of the assets conveyed to or otherwise so        
transferred will not materially differ from the representations included in     
such closing documents.                                                         

The Registrant has no full time employees.  The Registrant's President
has agreed to allocate a portion of his time to the activities of the           
Registrant, without compensation.  The President anticipates that the business  
plan of the Company can be implemented by his devoting approximately 10 hours   
per month to the business affairs of the Company and, consequently, conflicts   
of interest may arise with respect to the limited time commitment by such       
officer.  See "ITEM 5.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL    
PERSONS."                                                                       

   Mr. Brasel is involved with several other blank check companies, and both
directors are involved creating three other blank check companies similar to    
this one.  In addition, the Company's officers and directors may, in the        
future, become involved with other companies which have a business purpose      
similar to that of the Company.  As a result, additional conflicts of interest  
may arise in the future.  If such a conflict does arise and an officer or       
director of the Company is presented with a business opportunity under          
circumstances where there may be a doubt as to whether the opportunity should   
belong to the Company or another "blank check" company they are affiliated      
with, they will disclose the opportunity to all such companies.  If a           
situation arises in which more than one company desires to merge with or        
acquire that target company and the principals of the proposed target company   
have no preference as to which company will merge or acquire such target        
company, the company of which  Mr. Brasel first became an officer and director  
will be entitled to proceed with the transaction.  As between the Company and   
the three other companies formed on July 1, 1996, the company which first       
filed a registration statement with the Securities and Exchange Commission      
will be entitled to proceed with the proposed transaction.  See "ITEM 5,        
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS - PREVIOUS BLIND   
POOL ACTIVITIES."                                                               

The Company is filing this registration statement on a voluntary basis
because the primary attraction of the Registrant as a merger partner or         
acquisition vehicle will be its status as an SEC reporting company.  Any        
business combination or transaction will likely result in a significant         
issuance of shares and substantial dilution to present stockholders of the      
Registrant.                                                                     

The Articles of Incorporation of the Company provides that the Company
may indemnify officers and/or directors of the Company for liabilities, which   
can include liabilities arising under the securities laws.  Therefore, assets   
of the Company could be used or attached to satisfy any liabilities subject to  
such indemnification.  See "ITEM 12, INDEMNIFICATION OF DIRECTORS AND           
OFFICERS."                                                                      

GENERAL BUSINESS PLAN                                                           

  The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it by      
persons or firms who or which desire to seek the perceived advantages of an     
Exchange Act registered corporation.  The Company will not restrict its search  

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to any specific business, industry, or geographical location and the Company    
may participate in a business venture of virtually any kind or nature.  This    
discussion of the proposed business is purposefully general and is not meant    
to be restrictive of the Company's virtually unlimited discretion to search     
for and enter into potential business opportunities.  Management anticipates    
that it will be able to participate in only one potential business venture      
because the Company has nominal assets and limited financial resources.  See    
Item F/S, "Financial Statements." This lack of diversification should be        
considered a substantial risk to shareholders of the Company because it will    
not permit the Company to offset potential losses from one venture against      
gains from another.                                                             

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

 The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky.  Due to general       
economic conditions, rapid technological advances being made in some            
industries and shortages of available capital, management believes that there   
are numerous firms seeking the perceived benefits of a publicly registered      
corporation.  Such perceived benefits may include facilitating or improving     
the terms on which additional equity financing may be sought, providing         
liquidity for incentive stock options or similar benefits to key employees,     
providing liquidity (subject to restrictions of applicable statutes) for all    
shareholders and other factors.  Business opportunities may be available 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.                                  

The Company has, and will continue to have, no capital with which to  
provide the owners of business opportunities with any significant cash or       
other assets.  However, management believes the Company will be able to offer   
owners of acquisition candidates the opportunity to acquire a controlling       
ownership interest in a publicly registered company without incurring the cost  
and time required to conduct an initial public offering.  The owners of the     
business opportunities will, however, incur significant legal and accounting    
costs in connection with the acquisition of a business opportunity, including   
the costs of preparing Form 8-K's, 10-K's or 10-KSB's, agreements and related   
reports and documents.  The Securities Exchange Act of 1934 (the "34 Act"),     
specifically requires that any merger or acquisition candidate comply with all  
applicable reporting requirements, which include providing audited financial    
statements to be included within the numerous filings relevant to complying     
with the 34 Act.  Nevertheless, the officers and directors of the Company have  
not conducted market research and are not aware of statistical data which       
would support the perceived benefits of a merger or acquisition transaction     
for the owners of a business opportunity.                                       

The analysis of new business opportunities will be undertaken by, or  
under the supervision of, the officers and directors of the Company, none of    
whom is a professional business analyst.  Management intends to concentrate on  
identifying preliminary prospective business opportunities which may be         
brought to its attention through present associations of the Company's          
President and its two directors, or by the Company's shareholders.  In          
analyzing prospective business opportunities, management will consider such     

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matters as the available technical, financial and managerial resources;         
working capital and other financial requirements; history of operations, if     
any; prospects for the future; nature of present and expected competition; the  
quality and experience of management services which may be available and the    
depth of that management; the potential for further research, development, or   
exploration; specific risk factors not now foreseeable but which then may be    
anticipated to impact the proposed activities of the Company; the potential     
for growth or expansion; the potential for profit; the perceived public         
recognition or acceptance of products, services, or trades; name                
identification; and other relevant factors.  Management will meet personally    
with management and key personnel of the business opportunity as part of their  
investigation.  To the extent possible, the Company intends to utilize written  
reports and personal investigation to evaluate the above factors.  The Company  
will not acquire or merge with any company for which audited financial          
statements cannot be obtained within a reasonable period of time after closing  
of the proposed transaction.                                                    

Management of the Company, while not especially experienced in matters
relating to the new business of the Company, will rely upon their own efforts   
and, to a much lesser extent, the efforts of the Company's shareholders, in     
accomplishing the business purposes of the Company.  It is not anticipated      
that any outside consultants or advisors, other than the Company's legal        
counsel and accountants, will be utilized by the Company to effectuate its      
business purposes described herein.  However, if the Company does retain such   
an outside consultant or advisor, any cash fee earned by such party will need   
to be paid by the prospective merger/acquisition candidate, as the Company has  
no cash assets with which to pay such obligation.  There have been no           
contracts or agreements with any outside consultants and none are anticipated   
in the future.                                                                  

  The Company will not restrict its search for any specific kind of firms,
but may acquire a venture which is in its preliminary or development stage,     
which is already in operation, or in essentially any stage of its corporate     
life.  It is impossible to predict at this time the status of any business in   
which the Company may become engaged, in that such business may need to seek    
additional capital, may desire to have its shares publicly traded, or may seek  
other perceived advantages which the Company may offer.  However, the Company   
does not intend to obtain funds in one or more private placements to finance    
the operation of any acquired business opportunity until such time as the       
Company has successfully consummated such a merger or acquisition.              

ACQUISITION OF OPPORTUNITIES                                                    

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

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

While the actual terms of a transaction to which the Company may be a 
party cannot be predicted, it may be expected that the parties to the business  
transaction will find it desirable to avoid the creation of a taxable event     
and thereby structure the acquisition in a so-called "tax-free" reorganization  
under Sections 368a or 351 of the Internal Revenue Code (the "Code").           

With respect to any merger or acquisition, negotiations with target   
company management is expected to focus on the percentage of the Company which  
target company shareholders would acquire in exchange for all of their          
shareholdings in the target company.  Depending upon, among other things, the   
target company's assets and liabilities, the Company's shareholders will in     
all likelihood hold a substantially lesser percentage ownership interest in     
the Company following any merger or acquisition.  The percentage ownership may  
be subject to significant reduction in the event the Company acquires a target  
company with substantial assets.  Any merger or acquisition effected by the     
Company can be expected to have a significant dilutive effect on the            
percentage of shares held by the Company's then-shareholders.  While            
management of the Company anticipates obtaining the approval of the             
shareholders of the Company via a Proxy Statement, the effect will be to        
assure such approval where management supports such a business transaction      
because management presently controls sufficient shares of the Company to       
effectuate a positive vote on the proposed transaction.                         

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

As stated hereinabove, the Company will not acquire or merge with any 
entity which cannot provide independent audited financial statements within a   
reasonable period of time after closing of the proposed transaction.  The       
Company is subject to all of the reporting requirements included in the 34      
Act.  Included in these requirements is the affirmative duty of the Company to  
file independent audited financial statements as part of its Form 8-K to be     
filed with the Securities and Exchange Commission upon consummation of a        
merger or acquisition, as well as the Company's audited financial statements    
included in its annual report on Form 10-K (or 10-KSB, as applicable).  If      
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parameters necessary to insure the Company's compliance with the requirements   
of the 34 Act, or if the audited financial statements provided do not conform   
to the representations made by the candidate to be acquired in the closing      
documents, the closing documents may provide that the proposed transaction      
will be voidable, at the discretion of the present management of the Company.   

The Company's officers and shareholders have verbally agreed that they
will advance to the Company any additional funds which the Company needs for    
operating capital and for costs in connection with searching for or completing  
an acquisition or merger.  These persons have further agreed that such          
advances will be made in proportion to each person's percentage ownership of    
the Company.  These persons have also agreed that such advances will be made    
interest free without expectation of repayment unless the owners of the         
business which the Comany acquires or merges with agree to repay all or a       
portion of such advances.  There is no dollar cap on the amount of money which  
such persons will advance to the Company.  The Company will not borrow any      
funds from anyone other than its current shareholders for the purpose of        
repaying advances made by the shareholders, and the Company will not borrow     
any funds to make any payments to the Company's promoters, management or their  
affiliates or associates.                                                       

The Board of Directors has passed a resolution which contains a policy
that the Company will not seek an acquisition or merger with any entity in      
which any of the Company's Officers, Directors, principal shareholders or       
their affiliates or associates serve as officer or director or hold any         
ownership interest.  Management is not aware of any circumstances under which   
this policy, through their own initiative may be changed.                       

COMPETITION                                                                     

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

ITEM 3.  DESCRIPTION OF PROPERTY                                                

The Registrant has no properties and at this time has no agreements to
acquire any properties.  The Company currently uses the offices of Timothy J.   
Brasel at no cost to the Company and the Company expects this arrangement to    
continue until the Company completes an acquisition or merger.  This            
arrangement is a verbal understanding between Mr. Brasel and the Company's      
Board of Directors.                                                             

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

The following table sets forth, as of September 4, 1996, each person  
known by the Company to be the beneficial owner of five percent or more of the  
Company's Common Stock, all Directors individually and all Directors and        
Officers of the Company as a group.  Except as noted, each person has sole      
voting and investment power with respect to the shares shown.                   

                                                                [Download Table]


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    Name and Address           Amount of Beneficial                           
   of Beneficial Owner              Ownership            Percentage of Class  
   -------------------         --------------------      -------------------  
                                                                              
Timothy J. Brasel                  125,000<FN1>                 10.0%         
16178 E. Prentice Place                                                       
Aurora, CO 80015                                                              

James R. Sjoerdsma                 125,000                      10.0%         
529 Seastorm Drive                                                            
Redwood City, CA 94065                                                        

J. J. Peirce                       100,000                       8.0%         
5125 West Lake Avenue                                                         
Littleton, CO 80123                                                           

Paul H. Dragul                     900,000<FN2>                 72.0%         
950 E. Harvard, No. 500                                                       
Denver, CO 80210                                                              

Charitable Remainder Trust          75,000                       6.0%         
 of Timothy J. Brasel                                                         
16178 E. Prentice Place                                                       
Aurora, CO 80015                                                              

All Executive Officers and         250,000                      20.0%         
Directors as a Group                                                          
(2 Persons)                                                                   
__________________                                                            
<FN>                                                                          
<FN1>                                                                         
Includes 75,000 shares held by the Charitable Remainder Trust of Timothy J.   
Brasel; and 50,000 shares held by the Charitable Remainder Trust of Mary Jane 
Brasel.  Mr. Brasel is a trustee for the Charitable Remainder Trust of Timothy
J. Brasel and the Charitable Remainder Trust of Mary Jane Brasel.             
<FN2>                                                                         
Includes 400,000 shares held directly by Mr. Dragul and 500,000 shares held in
the name of Mr. Dragul's IRA.                                                 
</FN>                                                                         

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

The Directors and Officers of the Company are as follows:             

Name                Age         Positions and Offices Held  
----                ---         --------------------------  

Timothy J. Brasel        37        President, Secretary, Treasurer    
            and Director

James R. Sjoerdsma       35        Director                           

  There are no agreements or understandings for any officer or director to
resign at the request of another person and none of the above named officers    
and directors are acting on behalf of or will act at the direction of any       
other person.                                                                   
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   In addition to the two officers and directors listed above, the following
persons could also be deemed to be promoters and/or control persons of the      
Company, as those terms are defined in the Rules and Regulations promulgated    
under the Securities Act of 1933, as amended.  There are no other persons who   
could be deemed to be promoters of the Company.                                 

Dr. Paul Dragul  --  Shareholder              
J. J. Peirce     --  Shareholder              

Mr. Peirce and Mr. Dragul are expected to help management review      
possible acquisition or merger candidates.  In addition, Mr. Peirce is also     
expected to assist management in its search for acquisition candidates by       
talking to potential candidates, providing them with information on the         
Company, and answering questions on the Company.  Other than management and     
the two promoters listed above, there are no other persons whose activities     
will be material to the operations of the Company.                              

   DR. PAUL DRAGUL - SHAREHOLDER - For over the last 30 years Dr. Dragul has
served as President of Associates of Otolaryngology P.C., a professional        
corporation of ear, nose and throat doctors with 5 officers in the Denver       
metropolitan area.  Dr. Dragul is also a principal shareholder in four other    
publicly-held shells for which Timothy Brasel serves as President:  Universal   
Capital Corp., Beechport Capital Corp., High Hopes, Inc., and Capital 2000,     
Inc.  He is also a principal shareholder in three other companies which were    
formed at the same time and for the same purpose as the Company.  These         
companies are:  Walnut Capital, Inc., Aspen Capital, Inc. and Cypress Capital,  
Inc.                                                                            

J.J. PEIRCE - SHAREHOLDER - For approximately the last 20 years Mr.   
Peirce has served as President and owner of Peirce Enterprises, Inc. which has  
been engaged in commercial real estate sales and which has provided consulting  
services in patent and product development.                                     

There is no family relationship between any Director or Executive     
Officer of the Company.                                                         

The Company presently has no committees.                              

  Set forth below are the names of all Directors and Executive Officers of
the Company, all positions and offices with the Company held by each such       
person, the period during which he has served as such, and the business         
experience of such persons during at least the last five years:                 

TIMOTHY J. BRASEL.  Mr. Brasel has served as President, Secretary,    
Treasurer and  a director of the Company since July 1, 1996.  He also serves    
as President and a Director of four other publicly-held "shells": Universal     
Capital Corp., Beechport Capital Corp.; High Hopes, Inc.; and Capital 2000,     
Inc.  He also serves as a director of three other companies which were formed   
at the same time and for the same purpose as the Company.  These companies are  
Aspen Capital, Inc., Cypress Capital, Inc. and Walnut Capital, Inc.  From       
March 1990 until September 1994, Mr. Brasel served as President, Secretary,     
Treasurer and a Director of Prentice Capital, Inc., a publicly-held             
blank-check company which completed an acquisition of Universal Footcare, Inc.  
From March 1990 until August 1993, Mr. Brasel was President, Secretary and a    
Director of Brasel Ventures, Inc., a publicly-held blank-check company, which   

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completed an acquisition of American Pharmaceutical Company.  From April 1990   
to February 1992, Mr. Brasel served as President, a Director and sole           
shareholder of Central Securities Transfer Corporation, a stock transfer        
company which is no longer in business.  From January 1989 to May 1992, Mr.     
Brasel served as a Director of Coalmont, Inc., a publicly-held blank-check      
company that completed an acquisition of MCC Holdings, Inc. during May 1992.    
From July 1987 until May 1990, Mr. Brasel served as President of Eagle Vision,  
Inc., a publicly-held blank-check company  that completed an acquisition of     
UMA Management Associates, Inc.  From November 1988 to June 1990, he also       
served as President and a Director of L.I. Inc., a publicly-held blank-check    
company which completed an acquisition of Imaging Management Associates, Inc.   
Since January 1987, Mr. Brasel has been President and a Director of Bleu Ridge  
Consultants, Inc., a business and management consulting firm located in         
Denver, Colorado.  Mr. Brasel received a Bachelor of Science Degree in          
Business Administration from Morningside College, Sioux City, Iowa in 1980.     

JAMES R. SJOERDSMA.  Mr. Sjoerdsma has served as a Director of the    
Company since July 1996.  He also serves as a director of three other           
companies which were formed at the same time and for the same purpose as the    
Company.  These companies are Aspen Capital, Inc., Cypress Capital, Inc. and    
Walnut Capital, Inc.  Mr. Sjoerdsma has been employed by Genencor               
International, Inc., Palo Alto, California, since 1990.  He currently served    
as Director, Worldwide Human Resources, Research and Development for Genencor.  
From 1982 until 1990, he was  employed by Rockwell International as Manager   
of Human Resources.  Mr. Sjoerdsma has been written up in several publications  
for pioneering some of the most advanced pay and people systems.  He received   
an MBA Degree with  high honors from Novo University in 1987, and a Bachelor    
of Science Degree (Cum Laude) in economics and business from Cornell College    
in 1982.  He received his SPHR (Senior Professional Human Resources)            
certificate in 1992.                                                            

Mr. Sjoerdsma served as a director of Grason Industries, Inc., a      
blank-check company, from January 1988 until March 1989, when it completed an   
acquisition; he served as a director of Emerald Eagle Corp., a blank-check      
company, from September 1987 until May 1992; and he served as President and a   
director of Tipton Industries, Inc., a blank-check company, from April 1987     
until December 1987, when it completed an acquisition.                          

Mr. Sjoerdsma also founded Peppy's Ice Cream, Inc., in 1987, in Palo, 
Iowa.  He co-owned the business until 1994 when he sold it to relocate to       
California.  Peppy's Ice Cream is one of the largest distributors of novelty    
ice cream products in the Cedar Rapids, Iowa City and Waterloo area.            

Cambridge Ventures, Inc. ("Cambridge") closed its public offering on  
March 14, 1986, and raised a total of $200,000 gross proceeds by selling        
10,000,000 units at $.02 per unit.  During July, 1986, Cambridge completed a    
reverse acquisition of Elkins Institute in Atlanta, Inc. ("Elkins").  Elkins    
owned and operated a private school in Atlanta, Georgia, which provides         
technical training in the field of electronics, computer technology, and        
radio/TV broadcasting.  Cambridge is no longer an SEC reporting company and     
its stock is no longer publicly traded.  In connection with the acquisition of  
Cambridge, Timothy J. Brasel sold 3,000,000 shares to principals of Elkins for  
a total consideration of $9,859.                                                

Tipton Industries, Inc. closed its public offering during October 1987
and completed a reverse acquisition of FiberChem, Inc. during December 1987.    
Tipton was later acquired by Agri-Biotech, Inc. which currently trades on       
NASDAQ.                                                                         
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Fox Ridge Capital, Inc. ("Fox Ridge") closed its public offering in   
October, 1988, and raised a total of $600,000 in gross proceeds by selling      
60,000,000 shares at $.01 per share.  During March, 1989, Fox Ridge completed   
a reverse acquisition of R. V. Seahawk, Inc., an oceanographic services         
company which is involved in deep water search, survey and recovery             
operations.  Fox Ridge changed its name to Seahawk Deep Ocean Technology, Inc.  
which currently trades on the NASD's Bulletin Board.  In connection with the    
acquisition of Seahawk, Timothy J. Brasel sold 25,000,000 shares to principals  
of Seahawk for a price of $.0008 per share or $20,000 for Mr. Brasel.  In       
addition, subsequent to the acquisition of Seahawk, Tim Brasel sold 15,000,000  
warrants to principals of Seahawk for a price of $.0015 per warrant or          
$22,500.                                                                        

Crystal Gold, Ltd. ("Crystal Gold") closed its public offering in     
October, 1988, and raised a total of $322,500 in gross proceeds by selling      
64,500,000 shares at $.005 per share.  During June, 1989, Crystal Gold          
completed a reverse acquisition of Morgan Medical Corp. ("Morgan").  Morgan is  
engaged in the business of serving as consultant and project manager for        
physicians interested in developing and operating magnetic resonance imaging,   
lithography and ambulatory surgery centers.  In connection with the             
acquisition of Morgan, Tim Brasel sold 16,000,000 shares and 18,000,000         
warrants to principals of Morgan for a total consideration of $21,334.          
Crystal Gold subsequently changed its name to Morgan Medical Holdings, Inc.,    
and during 1995 it was merged into NMR of America, Inc., which trades on        
NASDAQ.                                                                         

Grason Industries, Inc. ("Grason") closed its public offering in May, 
1988, and raised a total of $407,500 in gross proceeds by selling 4,075,000     
shares at $.10 per share.  During March, 1989, Grason completed a reverse       
acquisition of Jan & Craig's Window Factory, Ltd. ("Jan & Craig's"), a company  
in the business of selling replacement windows in the New York metropolitan     
area.  During the period from March, 1989 through August, 1989, all of the      
funds in Grason were expended.  On August 30, 1989, an agreement unwinding the  
acquisition was entered into between Grason and Jan & Craig's.  Pursuant        
thereto all of the shares issued in connection with the acquisition were        
canceled and Jan & Craig's signed a note payable to Grason for $265,000.  On    
September 8, 1989, Jan & Craig's filed a petition under Chapter 11 of the U.S.  
Bankruptcy Code.  The original management of Grason was reinstated.  The        
transaction with Jan & Craig's was unwound because the management of Jan &      
Craig's anticipated the bankruptcy filing and after discussions with prior      
management of Grason, both sides agreed that it would be in the best interests  
of the shareholders of Grason to unwind the transaction and attempt to find a   
new merger candidate.                                                           

In connection with the acquisition of Jan & Craig's, Tim Brasel sold  
450,000 shares to an associate of Jan & Craig's for a price of $.04 per share   
or $18,000.                                                                     

 During April 1994, Grason completed a reverse acquisition of Electronic
Technology Group, Inc., a Minnesota-based computer manufacturer.  Grason        
changed its name to ETG International, Inc.  During 1995, ETG filed for         
bankruptcy, and it is no longer an SEC reporting company and its common stock   
is no longer publicly traded.                                                   

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Extare Corporation ("Extare") closed its public offering during June, 
1988, and raised a total of $595,000 gross proceeds by selling 11,900,000       
shares at $.05 per share.  During October, 1989, Extare completed an            
acquisition of NCS Acquisitions Corp. ("NCS"), a company which had a P.C.       
based software system which allows credit union members to shop for             
automobiles and other consumer goods at discounted prices.  In connection with  
the acquisition of NCS, Timothy J. Brasel sold an option to buy his B warrants  
to the principal shareholder of NCS.  In consideration for the option, Mr.      
Brasel received $3,937.50.  The option granted the holder the right to          
purchase B warrants at a price of $.01 per Warrant.  The option was never       
exercised.                                                                      

During September 1996, NCS (which had no assets and liabilities of    
approximately $68,560) was sold to a former officer/shareholder and a director  
of Extare.  During July 1995, Extare completed an acquisition of Infi-Shield    
Corporation, a Minnesota corporation which had developed a line of products     
used as external protective shielding for water/sewer lines, manholes and       
catch basins.  Extare's name has been changed to Infi-Shield International,     
Inc., and it is no longer an SEC reporting company.                             

   L. I. Inc. closed its public offering in May, 1989, and raised a total of
$50,000 in gross proceeds by selling 2,500,000 shares at $.02 per share.        
During June, 1990, L. I. Inc. completed a reverse acquisition of Imaging        
Management Associates, Inc. ("IMA"), and changed its name to Imaging            
Management Associates, Inc., which trades on NASDAQ.  IMA operates nine         
outpatient centers that provide diagnostic imaging services.  Generally, these  
centers provide magnetic resonance imaging, and, in some centers, CAT Scan,     
mammography and general diagnostic x-ray services.  In connection with this     
transaction, Timothy J. Brasel sold an option to purchase up to 966,000 units   
(each unit consisting of one share of common stock and two warrants) of L. I.   
Inc. held by him to two outside investors.  Mr. Brasel received $4,830 for      
this option, and he received an additional $4,830 on the exercise of the        
option.                                                                         

Emerald Eagle Corp. closed its public offering in September, 1988, and
raised a total of $50,000 in gross proceeds by selling 2,500,000 Units at $.02  
per Unit.  Emerald Eagle did not complete an acquisition while Mr. Sjoerdsma    
was a director.  During May 1992, Mr. Sjoerdsma and Mr. Brasel (a principal     
shareholder) and the other major shareholders sold approximately 80% of their   
shares in Emerald Eagle to an outside third party who then took control of the  
company.  Mr. Sjoerdsma received $1,000 for his shares and Brasel Family        
Partners, Ltd. received $10,200 for its shares.  Emerald Eagle subsequently     
acquired Nortech Forest Products and changes its name to Nortech Forest         
Technologies, Inc. which currently trades on the NASD's Bulletin Board.         

Ivory Coast, Inc. closed its public offering in September, 1989, and  
raised a total of $600,000 in gross proceeds by selling 6,000,000 Units at      
$.10 per Unit.  During November, 1989, Ivory Coast completed an acquisition of  
Continental Management Group, Inc. ("Continental"), a Florida corporation,      
which had an option to acquire Musselman Steel Corporation of Tampa, Florida.   
In connection with the acquisition of Continental, Mr. Brasel sold a total of   
16,875,000 warrants to the principal of Continental at a price of $.001 per     
warrant or a total of $16,875.  Ivory Coast is no longer an SEC reporting       
company and no longer trades as a public company.                               

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 Brasel Ventures, Inc. closed its public offering in November, 1990, and
raised a total of $75,000 in gross proceeds by selling 7,500,000 Units at $.01  
per Unit.  During July 1993, Brasel Ventures completed a reverse acquisition    
of American Pharmaceutical Company, a New Jersey corporation engaged in the     
business of packaging and distributing non-prescription OTC pharmaceutical and  
vitamin products.  Brasel Ventures changed its name to American Pharmaceutical  
Company.  This company is no longer an SEC reporting company and its stock no   
longer trades publicly.                                                         

Eagle Vision, Inc. ("Eagle Vision") closed its public offering in     
January, 1990, and raised a total of $299,040 by selling 49,840 Units at $6.00  
per Unit.  During April, 1990, Eagle Vision completed an acquisition of UMA     
Management Associates, Inc. ("UMA"), a Tampa, Florida, based company which had  
an option to acquire Novadyne Corporation.  Eagle Vision currently trades on    
the NASD's Bulletin Board.  In connection with the acquisition of UMA, Mr.      
Brasel sold a total of 35,621,250 warrants to the principals of UMA at an       
average price of $.00056 per warrant or a total of $20,000.                     

 Eagle Eye Enterprises, Inc. ("Eagle Eye") closed its public offering in
August 1990, and raised a total of $200,000 in gross proceeds by selling        
20,000,000 shares at $.01 per share.  Eagle Eye completed a reverse             
acquisition of Atlas Environmental, Inc. during November 1994, and changed its  
name to Atlas Environmental, Inc. which currently trades on the NASD's          
Bulletin Board.                                                                 

Prentice Capital, Inc. ("Prentice") closed its public offering during 
August 1991, and raised a total of $75,000 in gross proceeds by selling         
7,500,000 units at $.01 per unit.  During September 1994, Prentice completed a  
reverse acquisition of Universal Footcare, Inc., a company which is engaged in  
the business of acquiring and operating podiatry clinics in Florida.  Prentice  
currently trades on the NASD's Bulletin Board.  In connection with the closing  
of this transaction, Prentice issued 130,000 shares (after a 1 for 25 reverse   
split) to La Mirage Trust as consideration for its agreement to not sell its    
200,000 shares for one year from the closing.  Mr. Brasel is a trustee of La    
Mirage Trust.                                                                   

   Coalmont, Inc. ("Coalmont") closed its public offering during March 1991,
and raised a total of $100,000 in gross proceeds by selling 10,000 units at     
$10.00 per unit.  During August 1992, Coalmont completed a reverse acquisition  
of Machinery Credit Corporation, a company engaged in the business of           
financing manufacturing equipment and distribution systems for manufacturing    
companies and distributors.  On December 31, 1993, the agreement with           
Machinery Credit Corporation was rescinded because the management which was     
installed in August 1992 spent all of Coalmont's money and quit filing          
periodic reports with the SEC.  All of the shares issued in the acquisition     
were returned and canceled and the original officers and directors of Coalmont  
were installed.  Coalmont has since changed its name to Beechport Capital       
Corp. and is currently looking for an acquisition.                              

CONFLICTS OF INTEREST                                                           

The Company's two officers and directors have organized three other   
companies of a similar nature and with a similar purpose as the Company.  In    
addition, Mr. Brasel serves as President and a director of four publicly-held   
shell companies which are in the same business as the Company.  Consequently,   

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there are potential inherent conflicts of interest in Mr. Brasel and Mr.      
Sjoerdsma acting as officers and directors of the Company.  Insofar as the      
officers and directors are engaged in other business activities, management     
anticipates it will devote only a minor amount of time to the Company's         
affairs.  The officers and directors of the Company may in the future become    
shareholders, officers or directors of other companies which may be formed for  
the purpose of engaging in business activities similar to those conducted by    
the Company.  The Company does not currently have a right of first refusal      
pertaining to opportunities that come to management's attention insofar as      
such opportunities may relate to the Company's proposed business operations.    

   The officers and directors are, so long as they are officers or directors
of the Company, subject to the restriction that all opportunities contemplated  
by the Company's plan of operation which come to their attention, either in     
the performance of their duties or in any other manner, will be considered      
opportunities of, and be made available to the Company and the companies that   
they are affiliated with on an equal basis.  A breach of this requirement will  
be a breach of the fiduciary duties of the officer or director.  If a           
situation arises in which more than one company desires to merge with or        
acquire that target company and the principals of the proposed target company   
have no preference as to which company will merge or acquire such target        
company, the company of which  Mr. Brasel first became an officer and director  
will be entitled to proceed with the transaction.  As between the Company and   
the three other companies formed on July 1, 1996, the company which first       
filed a registration statement with the Securities and Exchange Commission      
will be entitled to proceed with the proposed transaction.  Except as set       
forth above, the Company has not adopted any other conflict of interest policy  
with respect to such transactions.                                              

INVESTMENT COMPANY ACT OF 1940                                                  

 Although the Company will be subject to regulation under the Securities
Act of 1933 and the Securities Exchange Act of 1934, management believes the    
Company will not be subject to regulation under the Investment Company Act of   
1940 insofar as the Company will not be engaged in the business of investing    
or trading in securities.  In the event the Company engages in business         
combinations which result in the Company holding passive investment interests   
in a number of entities, the Company could be subject to regulation under the   
Investment Company Act of 1940.  In such event, the Company would be required   
to register as an investment company and could be expected to incur             
significant registration and compliance costs.  The Company has obtained no     
formal determination from the Securities and Exchange Commission as to the      
status of the Company under the Investment Company Act of 1940 and,             
consequently, any violation of such Act would subject the Company to material   
adverse consequences.                                                           

ITEM 6.  EXECUTIVE COMPENSATION.                                                

  None of the Company's officers and/or directors receive any compensation
for their respective services rendered to the Company, nor have they received   
such compensation in the past.  They both have agreed to act without            
compensation until authorized by the Board of Directors, which is not expected  
to occur until the Registrant has generated revenues from operations after      
consummation of a merger or acquisition.  As of the date of this registration   
statement, the Company has no funds available to pay directors.  Further, none  
of the directors are accruing any compensation pursuant to any agreement with   
the Company.                                                                    

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  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 more 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 is offered compensation in any form from any       
prospective merger or acquisition candidate, the proposed transaction will 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 this registration statement, 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.                                    

No retirement, pension, profit sharing, stock option or insurance     
programs or other similar programs have been adopted by the Registrant for the  
benefit of its employees.                                                       

ITEM 7.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                        

   On July 1, 1996, the Company issued a total of 1,250,000 shares of Common
Stock to the following persons for a total of $12,500 in cash:                  

NAME                 NUMBER OF SHARES        TOTAL CONSIDERATION

James R. Sjoerdsma                125,000                   $ 1,250             
J. J. Peirce                      100,000                   $ 1,000             
Charitable Remainder                                                            
Trust of Timothy J.                                                         
Brasel                           75,000                   $   750           
Charitable Remainder                                                            
Trust of Mary Jane                                                          
Brasel                           50,000                   $   500           
Paul H. Dragul                    400,000                   $ 4,000             
Trust Company of America FBO                                                    
Paul H. Dragul IRA              500,000                   $ 5,000           
                   ---------                   -------
Total                      1,250,000                   $12,500        

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The Board of Directors has passed a resolution which contains a policy
that the Company will not seek an acquisition or merger with any entity in      
which any of the Company's Officers, Directors, principal shareholders or       
their affiliates or associates serve as officer or director or hold any         
ownership interest.  Management is not aware of any circumstances under which   
this policy, through their own initiative may be changed.                       

   The proposed business activities described herein classify the Company as
a "blank check" company.  Many states have enacted statutes, rules and          
regulations limiting the sale of securities of "blank check" companies in       
their respective jurisdictions.  Management does not intend to undertake any    
efforts to cause a market to develop in the Company's securities until such     
time as the Company has successfully implemented its business plan described    
herein.  Accordingly, each shareholder of the Company has executed and          
delivered a "lock-up" letter agreement, affirming that he/she shall not sell    
his/her respective shares of the Company's common stock until such time as the  
Company has successfully consummated a merger or acquisition and the Company    
is no longer classified as a "blank check" company.  In order to provide        
further assurances that no trading will occur in the Company's securities       
until a merger or acquisition has been consummated, each shareholder has        
agreed to place his/her respective stock certificate with the Company's legal   
counsel, who will not release these respective certificates until such time as  
legal counsel has confirmed that a merger or acquisition has been successfully  
consummated.  The Company's legal counsel is Jon D. Sawyer, P.C., Suite 460,    
1401 17th Street, Denver, Colorado 80202.  However, while management believes   
that the procedures established to preclude any sale of the Company's           
securities prior to closing of a merger or acquisition will be sufficient,      
there can be no assurances that the                                             
procedures established herein will unequivocally limit any shareholder's        
ability to sell their respective securities before such closing.                

ITEM 8.  DESCRIPTION OF SECURITIES.                                             

COMMON STOCK                                                                    

The Company's Articles of Incorporation authorize the issuance of     
100,000,000 shares of Common Stock, $.0001 par value.  Each record holder of    
Common Stock is entitled to one vote for each share held on all matters         
promptly 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 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 the existing stockholders may be diluted.                          

PREFERRED STOCK                                                                 

The Company's Articles of Incorporation authorize the issuance of     
5,000,000 shares of Preferred Stock, $.0001 par value.  The Board of Directors  

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of the Company is authorized to issue the Preferred Stock from time to time in  
series and is further authorized to establish such series, to fix and           
determine the variations in the relative rights and preferences as between      
series, to fix voting rights, if any, for each series, and to allow for the     
conversion of Preferred Stock into Common Stock.  At present, no Preferred      
Stock is issued or outstanding or contemplated to be issued.                    

DIVIDENDS                                                                       

No dividends have been paid by the Company on any of its securities in
the past and such dividends are not contemplated in the foreseeable future.     

PART II               

ITEM 1.  MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.        

  There is no trading market for the Registrant' s Common Stock at present
and there has been no trading market to date.  Management has not undertaken    
any discussions, preliminary or otherwise, with any prospective market maker    
concerning the participation of such market maker in the aftermarket for the    
Company's securities and management does not intend to initiate any such        
discussions until such time as the Company has consummated a merger or          
acquisition.  There is no assurance that a trading market will ever develop     
or, if such a market does develop, that it will continue.                       

(a)  MARKET PRICE.  The Registrant's Common Stock is not quoted at the
present time.                                                                   

   Effective August 11, 1993, the Securities and Exchange Commission adopted
Rule 15g-9, which established the definition of a "penny stock," for purposes   
relevant to the Company, as any equity security that has a market price of      
less than $5.00 per share or with an exercise price of less than $5.00 per      
share, subject to certain exceptions.  For any transaction involving a penny    
stock, unless exempt, the rules require: (i) that a broker or dealer approve a  
person's account for transactions in penny stocks; and (ii) the broker or       
dealer receive from the investor a written agreement to the transaction,        
setting forth the identity and quantity of the penny stock to be purchased.     
In order to approve a person's account for transactions in penny stocks, the    
broker or dealer must (i) obtain financial information and investment           
experience and objectives of the person; and (ii) make a reasonable             
determination that the transactions in penny stocks are suitable for that       
person and that person has sufficient knowledge and experience in financial     
matters to be capable of evaluating the risks of transactions in penny stocks.  
The broker or dealer must also deliver, prior to any transaction in a penny     
stock, a disclosure schedule prepared by the Commission relating to the penny   
stock market, which, in highlight form, (i) sets forth the basis on which the   
broker or dealer made the suitability determination; and (ii) that the broker   
or dealer received a signed, written agreement from the investor prior to the   
transaction.  Disclosure also has to be made about the risks of investing in    
penny stocks in both public offerings and in secondary trading, and about       
commissions payable to both the broker-dealer and the registered                
representative, current quotations for the securities and the rights and        
remedies available to an investor in cases of fraud in penny stock              
transactions.  Finally, monthly statements have to be sent disclosing recent    
price information for the penny stock held in the account and information on    
the limited market in penny stocks.                                             

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  The National Association of Securities Dealers, Inc. (the "NASD"), which
administers NASDAQ, has recently made changes in the criteria for continued     
NASDAQ eligibility.  In order to continue to be included on NASDAQ, a company   
must maintain $2,000,000 in total assets, a $200,000 market value of its        
publicly-traded securities and $1,000,000 in total capital and surplus.  In     
addition, continued inclusion requires two market-makers and a minimum bid      
price of $1.00 per share, provided, however, that if a company falls below      
such minimum bid price it will remain eligible for continued inclusion on       
NASDAQ if the market value of its publicly-traded securities is at least        
$1,000,000 and the Company has $2,000,000 in capital and surplus.               

Management intends to strongly consider undertaking a transaction with
any merger or acquisition candidate which will allow the Company's securities   
to be traded without the aforesaid limitations.  However, there can be no       
assurances that, upon a successful merger or acquisition, the Company will      
qualify its securities for listing on NASDAQ or some other national exchange,   
or be able to maintain the maintenance criteria necessary to insure continued   
listing.  The failure of the Company to qualify its securities or to meet the   
relevant maintenance criteria after such qualification in the future may        
result in the discontinuance of the inclusion of the Company's securities on a  
national exchange.  In such events, trading, if any, in the Company's           
securities may then continue in the non-NASDAQ over-the-counter market.  As a   
result, a shareholder may find it more difficult to dispose of, or to obtain    
accurate quotations as to the market value of, the Company's securities .       

  (b)  HOLDERS.  There are nine (9) holders of the Company's Common Stock.
In July 1996, the Company issued 1,250,000 of its Common Shares to these        
persons for cash at $.01 per share ($12,500).  All of the issued and            
outstanding shares of the Company's Common Stock were issued in accordance      
with the exemption from registration afforded by Section 4(2) of the            
Securities Act of 1933.                                                         

 (c)  DIVIDENDS.  The Registrant has not paid any dividends to date, and
has no plans to do so in the immediate future.                                  

ITEM 2.  LEGAL PROCEEDINGS.                                                     

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

ITEM 3.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND        
FINANCIAL DISCLOSURE.                                                           

  The Registrant has not changed accountants since its formation and there
are no disagreements with the findings of said accountants.                     

ITEM 4.  RECENT SALES OF UNREGISTERED SECURITIES.                               

During the past three years, the Registrant has sold securities which 
were not registered as follows:                                                 

 DATE              NAME              NUMBER OF SHARES      CONSIDERATION

July 1, 1996    James Ray Sjoerdsma            125,000          $ 1,250.00      
July 1, 1996    J. J. Peirce                   100,000          $ 1,000.00      
July 1, 1996    Charitable Remainder                                            
Trust of Timothy J.                           
           Brasel                         75,000          $   750.00

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July 1, 1996    Charitable Remainder                                            
Trust of Mary Jane                            
           Brasel                         50,000          $   500.00
July 1, 1996    Paul H. Dragul                 400,000          $ 4,000.00      
July 1, 1996    Trust Company of America                                        
           FBO Paul H. Dragul IRA        500,000          $ 5,000.00
                                       ---------          ----------
Total                                   1,250,000          $12,500.00 

  With respect to the sales made, the Registrant relied on Section 4(2) of
the Securities Act of 1933, as amended.  No advertising or general              
solicitation was employed in offering the shares.  The securities were offered  
for investment only and not for the purpose of resale or distribution, and the  
transfer thereof was appropriately restricted.                                  

All of the shareholders of the Company have executed and delivered a  
"lock-up" letter agreement which provides that each such shareholder shall not  
sell his/her respective securities until such time as the Company has           
successfully consummated a merger or acquisition.  Further, each shareholder    
has placed his/her respective stock certificate with the Company's legal        
counsel, who has been instructed not to release any of the certificates until   
the Company has closed a merger or acquisition.  Any liquidation by the         
current shareholders after the release from the "lock-up" selling limitation    
period may have a depressive effect upon the trading price of the Company's     
securities in any future market which may develop.                              

In general, under Rule 144, a person (or persons whose shares are     
aggregated) who has satisfied a two year holding period, under certain          
circumstances, may sell within any three-month period a number of shares which  
does not exceed the greater of one percent of the then outstanding Common       
Stock or the average weekly trading volume during the four calendar weeks       
prior to such sale.  Rule 144 also permits, under certain circumstances, the    
sale of shares without any quantity limitation by a person who has satisfied a  
three-year holding period and who is not, and has not been for the preceding    
three months, an affiliate of the Company.                                      

ITEM 5.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.                             

The only statute, charter provision, bylaw, contract, or other        
arrangement under which any controlling person, Director or Officer of the      
Registrant is insured or indemnified in any manner against any liability which  
he may incur in his capacity as such, is as follows:                            

  (a)  Section 78.751 of the Nevada Business Corporation Act provides that
each corporation shall have the following powers:                               

        "1.  A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed        
action, suit or proceeding, whether civil, criminal, administrative or          
investigative, except an action by or in the right of the corporation, by       
reason of the fact that he is or was a director, officer, employee or agent of  
the corporation, or is or was serving at the request of the corporation as a    
director, officer, employee or agent of another corporation, partnership,       
joint venture, trust or other enterprise, against expenses, including           
attorneys' fees, judgments, fines and amounts paid in settlement actually and   
reasonably incurred by him in connection with the action, suit or proceeding    
if he acted in good faith and in a manner which he reasonably believed to be    
in or not opposed to the best interests of the corporation, and, with respect   

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to any criminal action or proceeding, had no reasonable cause to believe his    
conduct was unlawful.  The termination of any action, suit or proceeding by     
judgment, order, settlement, conviction, or upon a plea of nolo contendere or   
its equivalent, does not, of itself, create a presumption that the person did   
not act in good faith and in a manner which he reasonably believed to be in or  
not opposed to the best interests of the corporation, and that, with respect    
to any criminal action or proceeding, he had reasonable cause to believe that   
his conduct was unlawful.                                                       

        2.   A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed        
action or suit by or in the right of the corporation to procure a judgment in   
its favor by reason of the fact that he is or was a director, officer,          
employee or agent of the corporation, or is or was serving at the request of    
the corporation as a director, officer, employee or agent of another            
corporation, partnership, joint venture, trust or other enterprise against      
expenses, including amounts paid in settlement and attorneys' fees actually     
and reasonably incurred by him in connection with the defense or settlement of  
the action or suit if he acted in good faith and in a manner which he           
reasonably believed to be in or not opposed to the best interests of the        
corporation.  Indemnification may not be made for any claim, issue or matter    
as to which such a person has been adjudged by a court of competent             
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the    
corporation or for amounts paid in settlement to the corporation, unless and    
only to the extent that the court in which the action or suit was brought or    
other court of competent jurisdiction, determines upon application that in      
view of all the circumstances of the case, the person is fairly and reasonably  
entitled to indemnity for such expenses as the court deems proper.              

       3.   To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any    
action, suit or proceeding referred to in subsections 1 and 2, or in defense    
of any claim, issue or matter therein, he must be indemnified by the            
corporation against expenses, including attorneys' fees, actually and           
reasonably incurred by him in connection with the defense.                      

      4.   Any indemnification under subsections 1 and 2, unless ordered
by a court or advanced pursuant to subsection 5, must be made by the            
corporation only as authorized in the specific case upon a determination that   
indemnification of the director, officer, employee or agent is proper in the    
circumstances.  The determination must be made:                                 

(a)  By the stockholders;                         

         (b)  By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the act, suit or proceeding;    

             (c)  If a majority vote of a quorum consisting of directors who
were not parties to the act, suit or proceeding so orders, by independent       
legal counsel, in a written opinion; or                                         

           (d)  If a quorum consisting of directors who were not parties
to the act, suit or proceeding cannot be obtained, by independent legal         
counsel in a written opinion.                                                   

       5.   The certificate or articles of incorporation, the bylaws or an
agreement made by the corporation may provide that the expenses of officers     

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and directors incurred in defending a civil or criminal action, suit or         
proceeding must be paid by the corporation as they are incurred and in advance  
of the final disposition of the action, suit or proceeding, upon receipt of an  
undertaking by or on behalf of the director or officer to repay the amount if   
it is ultimately determined by a court of competent jurisdiction that he is     
not entitled to be indemnified by the corporation.  The provisions of this      
subsection do not affect any rights to advancement of expenses to which         
corporate personnel other than director or officers may be entitled under any   
contract or otherwise by law.                                                   

      6.   The indemnification and advancement of expenses authorized in
or ordered by a court pursuant to this section:                                 

      (a)  Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be entitled under the    
certificate or articles of incorporation or any bylaw, agreement, vote of       
stockholders or disinterested directors or otherwise, for either an action in   
his official capacity or an action in another capacity while holding his        
office, except that indemnification, unless ordered by a court pursuant to      
subsection 2 or for the advancement of expenses made pursuant to subsection 5,  
may not be made to or on behalf of any director or officer if a final           
adjudication establishes that his acts or omissions involved intentional        
misconduct, fraud or a knowing violation of the law and was material to the     
cause of action.                                                                

          (b)  Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs, executors    
and administrators of such a person."                                           

 (b)  Article VII of the Registrant's Articles of Incorporation provides
in general that the Registrant is authorized to indemnify its Officers and      
Directors in excess of the indemnification expressly permitted by Section       
78.751 of the Nevada Business Corporation Act for breach of duty to the         
corporation and its shareholders, subject only to the applicable limits upon    
such indemnification as set forth in the Nevada Business Corporation Act.       

PART F/S

FINANCIAL STATEMENTS.                                                           

  Attached are audited financial statements for the Company for the period
ended July 5, 1996.  The following financial statements are attached to this    
report and filed as a part thereof.  See pages F-1 through F-7.                 

1) Table of Contents - Financial Statements                                     
2) Report of Independent Certified Public Accountants                           
3) Balance Sheet                                                                
4) Statement of Operations                                                      
5) Statement of Changes in Stockholders' Equity                                 
6) Statement of Cash Flows                                                      
7) Notes to Financial Statements                                                

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PART IV     

ITEM 1.  EXHIBIT INDEX.                                                         

EXHIBIT                                                                         
NUMBER        DESCRIPTION                          LOCATION                     

(2)           Articles of Incorporation                                         
and Bylaws:                                         

2.1    Articles of Incorporation        Incorporated by reference to      
                                     Exhibit 2.1 to the Registrant's
                                    Form 10-SB Registration State-
                                     ment filed on September 5, 1996

2.2    Bylaws                           Incorporated by reference to      
                                     Exhibit 2.2 to the Registrant's
                                    Form 10-SB Registration State-
                                     ment filed on September 5, 1996

(3)       Instruments Defining the                                              
Rights of Holders:                                          

3.1    Copies of All Lock-up Agree-     Incorporated by reference to      
    ments by the Nine Company        Exhibit 3.1 to the Registrant's
   Shareholders                     Form 10-SB Registration State-
                                     ment filed on September 5, 1996
(10)(a)   Consents - Experts:                                                   

10.1  Consent of Schumacher &          Incorporated by reference to     
     Associates, Inc.                 Exhibit 10.1 to the Registrant's
                                    Form 10-SB Registration State-
                                     ment filed on September 5, 1996

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 INDEX TO FINANCIAL STATEMENTS

  MAHOGANY CAPITAL, INC.
 (A Development Stage Company)

  FINANCIAL STATEMENTS

with

  REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Report of Independent Certified Public Accountants                        F-2   

Financial Statements:                                                           

  Balance Sheet                                                        F-3
  Statement of Operations                                              F-4
  Statement of Changes in Stockholders' Equity                         F-5
  Statement of Cash Flows                                              F-6
  Notes to Financial Statements                                        F-7

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  REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors                                                          
Mahogany Capital, Inc.                                                          
Aurora, CO                                                                      

We have audited the accompanying balance sheet of Mahogany Capital, Inc. (a     
development-stage company) as of July 5, 1996, and the related statements of    
operations, stockholders' equity and cash flows for the period from July 1,     
1996 (date of inception) through July 5, 1996.  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 audit.            

We conducted our audit in accordance with generally accepted auditing           
standards.  Those standards require that we plan and perform the audits to      
obtain reasonable assurance about whether the financial statements are free of  
material misstatement.  An audit includes examining, on a test basis, evidence  
supporting the amounts and disclosures in the financial statements.  An audit   
also includes assessing the accounting principles used and significant          
estimates made by management, as well as evaluating the overall financial       
statement presentation.  We believe that our audit provides 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 Mahogany Capital, Inc. (a   
development-stage company) as of July 5, 1996, and the results of its           
operations, changes in its stockholders' equity and its cash flows for the      
period from July 1, 1996 (date of inception) through July 5, 1996 in            
conformity with generally accepted accounting principles.                       

           Schumacher & Associates, Inc.
          Certified Public Accountants
    12835 E. Arapahoe Road
 Tower II, Suite 110
 Englewood, CO 80112

July 8, 1996                                                                    

F-2   

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    MAHOGANY CAPITAL, INC.
 (A Development Stage Company)

 BALANCE SHEET
July 5, 1996

ASSETS

Current Assets:                                                                 
Cash                                                         $    12,500    
                                                         -----------
Total Current Assets                                          12,500

Organization costs                                                     250      
                                                         -----------

TOTAL ASSETS                                                   $    12,750      

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:                                                            
Accounts payable                                             $       250    
                                                         -----------

Total Current Liabilities                                        250

TOTAL LIABILITIES                                                      250      
                                                         -----------

Stockholders' Equity:                                                           
Preferred stock, $.0001 par value                                           
5,000,000 shares authorized,                                              
none issued and outstanding                                          --   
Common stock, $.0001 par value                                              
100,000,000 shares authorized,                                            
1,250,000 issued and outstanding                                    125   
Additional Paid In Capital                                        12,375    
                                                         -----------

TOTAL STOCKHOLDERS' EQUITY                                          12,500      
                                                         -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $    12,750      

The accompanying notes are an integral part of the financial statements.        

F-3   

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    MAHOGANY CAPITAL, INC.
 (A Development Stage Company)

 STATEMENT OF OPERATIONS

For the Period from July 1, 1996 (date of inception)
  through July 5, 1996

Revenue                                                        $        --      
                                                         -----------

Expenses                                                       $        --      
                                                         -----------

Net Income (Loss)                                              $        --      
                                                         -----------

Net Income (Loss) Per Share                                    $        --      

Shares Outstanding                                               1,250,000      

The accompanying notes are an integral part of the financial statements.        

F-4 

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  MAHOGANY CAPITAL, INC.
 (A Development Stage Company)

  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

            For the Period from July 1, 1996 (date of inception) through
          July 5, 1996

                                                                [Download Table]

                                                           Addi-            
                                                          tional   Accumu-  
                     Preferred Stock     Common Stock     Paid-in   lated   
                    No/Shares  Amount  No/Shares  Amount  Capital  (Deficit)
Total                                                                       
                                                                            
                                                                            
Balance at                                                                  
July 1, 1996              --   $  --         --   $ --    $   --   $   --   
$   --                                                                      

Common Stock                                                                
issued for cash,                                                            
at inception, at                                                            
$.01 per share            --   $  --   1,250,000  $125    $12,375  $   --   
$12,500                                                                     

Balance at                                                                  
July 5, 1996              --   $  --   1,250,000  $125    $12,375  $   --   
$12,500                                                                     

The accompanying notes are an integral part of the financial statements.        

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    MAHOGANY CAPITAL, INC.
 (A Development Stage Company)

 STATEMENT OF CASH FLOWS

For the Period from July 1, 1996 (date of inception)
through July 5, 1996

Cash Flows Operating Activities                  $        -                     

Cash Flows from Investing Activities                      -                     

Cash Flows from Financing Activities:                                           

Issuance of common stock                        12,500                
                            ----------

Net Cash Provided by Financing Activities            12,500                     
                            ----------

Increase in Cash                                     12,500                     

Cash, Beginning of Period                                 -                     
                            ----------

Cash, End of Period                              $   12,500                     

Interest Paid                                    $        -                     

Income Taxes Paid                                $        -                     

The accompanying notes are an integral part of the financial statements.        

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    MAHOGANY CAPITAL, INC.
 (A Development Stage Company)

 NOTES TO FINANCIAL STATEMENTS
July 5, 1996

(1)  SUMMARY OF ACCOUNTING POLICIES.                                            

  A summary of the significant accounting policies consistently applied in
the preparation of the accompanying financial statements follows:               

(a)  DESCRIPTION OF BUSINESS.  Mahogany Capital, Inc. (Company) was   
organized on July 1, 1996 for the purpose of engaging in any lawful business    
but it is management's plan to seek a business combination.  The Company is a   
development-stage company since planned principal operations have not           
commenced.  The Company has selected May 31 as its year end.                    

(b)  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 and disclosure of    
contingent assets and liabilities at the date of the financial statements and   
the reported amounts of revenue and expenses during the reporting period.       
Actual results could differ from those estimates.                               

(c)  ORGANIZATION COSTS.  Costs incurred to organize the Company are  
being amortized on a straight-line basis over a sixty month period.             

(2)  COMMON STOCK ISSUED.                                                       

During the period ended July 5, 1996 the Company issued 1,250,000     
restricted shares of common stock for $12,500 cash.                             

(3)  RELATED PARTY TRANSACTION                                                  

The Company uses the office of a shareholder at no cost.  The Company 
expects this arrangement to continue until the Company commences planned        
operations.                                                                     

F-7               

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SIGNATURES      

   In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 1 to the Registration Statement   
to be signed on its behalf by the undersigned thereunto duly authorized, in     
the City of Denver, State of Colorado.                                          

              MAHOGANY CAPITAL, INC.

                By /s/ Timothy J. Brasel
Date: October 22, 1996                Timothy J. Brasel, President              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-12G/A’ Filing		Date		First		Last			Other Filings
Filed on:		10/22/96		33
		9/5/96		25					10-12G
		9/4/96		10
		7/8/96		27
		7/5/96		24		32
		7/1/96		2		32
		12/31/93		16
		8/11/93		20
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