Smith & Wesson Holding Corp – ‘10SB12G’ on 1/19/00

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G     Form 10-Sb                                            26    113K 
 2: EX-3.(I)    Articles                                               3     15K 
 3: EX-3.(II)   Bylaws                                                12     64K 
 4: EX-10       Option Plan                                           18     80K 

10SB12G   —   Form 10-Sb
Document Table of Contents

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                                  SECURITIES AND EXCHANGE COMMISSION

                                  WASHINGTON, D.C. 20549

                                  FORM 10-SB

                                  GENERAL FORM FOR REGISTRATION OF SECURITIES OF
                                  SMALL BUSINESS ISSUERS

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

                                 LOST COAST VENTURES, INC.
                                  (Name of small business issuer in its charter)

     Delaware                                                   33-0619532
(State or Other Jurisdiction                  (IRS Employer Identification No.) 
of Incorporation or Organization)                                               

24351 Pasto Road, Suite B, Dana Point, California                       92629   
(Address of principal executive offices)                          (Zip Code)    

                                  (949) 489-2400
                            (Issuer's Telephone Number, Including Area Code)

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

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

              None                                                      None

Securities to be registered pursuant to section 12(g) of the Act:               

Common Stock, par value $.001                                           
(Title of Class)                                            

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Item 1.           Business                                                      

Background                                                                      

      Lost Coast Ventures,  Inc., a Delaware corporation (the "Company") was
incorporated on April 20, 1994. The Company has no operating  history other than
organizational matters, and was formed specifically to be a "clean public shell"
and for the purpose of either  merging with or  acquiring  an operating  company
with operating  history and assets.  The Securities and Exchange  Commission has
defined and  designated  these types of  companies  as "blind  pools" and "blank
check" companies.                                                               

         The primary  activity of the Company  will  involve  seeking  merger or
acquisition candidates with whom it can either merge or acquire. The Company has
not selected any company for  acquisition or merger and does not intend to limit
potential acquisition  candidates to any particular field or industry,  but does
retain the right to limit acquisition or merger candidates, if it so chooses, to
a particular field or industry.  The Company's plans are in the conceptual stage
only.                                                                           

         The  executive  offices of the Company are located at 24351 Pasto Road,
Suite B, Dana Point, California 92629. Its telephone number is (949) 489-2400.  

Plan of Operation - General                                                     

         The  Company  was  organized  for the  purpose of  creating a corporate
vehicle to seek,  investigate and, if such  investigation  warrants,  acquire an
interest in one or more  business  opportunities  presented  to it by persons or
firms who or which desire to seek the  perceived  advantages  of a publicly held
corporation.  At  this  time,the  Company  has  no  plan,  proposal,  agreement,
understanding  or arrangement to acquire or merge with any specific  business or
company, and the Company has not identified any specific business or company for
investigation and evaluation. No member of Management or promotor of the Company
has had any  material  discussions  with any other  company  with respect to any
acquisition  of that company.  Although the Company's  Common Stock is currently
not freely tradeable, it will eventually become so under exemptions such as Rule
144  promulgated   under  the  Securities  Act  of  1933.  See  "Description  of
Securities." The Company will not restrict its search to any specific  business,
industry or geographical location, and the Company may participate in a business
venture of virtually any kind or nature. The discussion of the proposed business
under this caption and throughout  this  Registration  Statement 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.       

         The Company  intends to obtain funds in one or more private  placements
to finance the operation of any acquired business. Persons purchasing securities
in these placements and other  shareholders will likely not have the opportunity
to  participate  in the  decision  relating to any  acquisition.  The  Company's
proposed  business  is  sometimes  referred  to as a "blind  pool"  because  any
investors  will entrust  their  investment  monies to the  Company's  management
before they have a chance to analyze any  ultimate  use to which their money may
be put.  Consequently,  the Company's  potential success is heavily dependent on
the Company's  management,  which will have  virtually  unlimited  discretion in
searching  for and  entering  into a  business  opportunity.  The  officers  and
directors of the Company have limited experience in the proposed business of the
Company.  There can be no  assurance  that the Company will be able to raise any
funds in private placements.  In any private placement,  management may purchase
shares  on the same  terms as  offered  in the  private  placement.  (See  "Risk
Factors" and "Management").                                                     

         Management  anticipates  that it will only participate in one potential
business  venture.   This  lack  of  diversification   should  be  considered  a
substantial  risk in  investing  in the  Company  because it will not permit the
Company to offset  potential  losses from one venture against gains from another
(see "Risk Factors").                                                           

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         The  Company  may seek a  business  opportunity  with a firm which only
recently  commenced  operations,  or a developing  company in need of additional
funds for  expansion  into new products or markets,  or seeking to develop a new
product  or  service,  or an  established  business  which  may be  experiencing
financial or operating  difficulties  and is in the need for additional  capital
which is perceived to be easier to raise by a public company. In some instances,
a business  opportunity may involve the acquisition or merger with a corporation
which does not need substantial additional cash but which desires to establish a
public trading market for its common stock.  The Company may purchase assets and
establish  wholly owned  subsidiaries in various  business or purchase  existing
businesses as subsidiaries.                                                     

         The Company anticipates that the selection of a business opportunity in
which to  participate  will be complex and extremely  risky.  Because of 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 benefits of a publicly  traded  corporation.  Such  perceived
benefits of a publicly traded corporation may include  facilitating or improving
the  terms  on  which  additional  equity  financing  may be  sought,  providing
liquidity  for the  principals  of a  business,  creating a means for  providing
incentive  stock  options  or  similar  benefits  to  key  employees,  providing
liquidity (subject to restrictions of applicable statutes) for all shareholders,
and other factors.  Potentially  available  business  opportunities may occur in
many different  industries and at various  stages of  development,  all of which
will make the task of  comparative  investigation  and analysis of such business
opportunities extremely difficult and complex.                                  

         As is customary in the industry, the Company may pay a finder's fee for
locating an acquisition  prospect.  If any such fee is paid, it will be approved
by the Company's  Board of Directors and will be in accordance with the industry
standards.  Such  fees  are  customarily  between  1% and 5% of the  size of the
transaction,  based upon a sliding scale of the amount  involved.  Such fees are
typically in the range of 5% on a $1,000,000 transaction ratably down to 1% in a
$4,000,000 transaction. Management has adopted a policy that such a finder's fee
or real estate  brokerage fee could,  in certain  circumstances,  be paid to any
employee,  officer,  director or 5% shareholder  of the Company,  if such person
plays a material role in bringing a transaction to the Company.                 

         As part of any  transaction,  the  acquired  company may  require  that
Management or other  stockholders  of the Company sell all or a portion of their
shares to the acquired company, or to the principals of the acquired company. It
is  anticipated  that the  sales  price of such  shares  will be lower  than the
current market price or anticipated  market price of the Company's Common Stock.
The  Company's  funds  are not  expected  to be used for  purposes  of any stock
purchase  from  insiders.  The Company  shareholders  will not be  provided  the
opportunity to approve or consent to such sale. The opportunity to sell all or a
portion  of  their  shares  in  connection  with an  acquisition  may  influence
management's decision to enter into a specific transaction.  However, management
believes that since the anticipated  sales price will be less than market value,
that the  potential of a stock sale by management  will be a material  factor on
their decision to enter a specific transaction.                                 

         The above  description  of potential  sales of management  stock is not
based upon any corporate bylaw, shareholder or board resolution,  or contract or
agreement.  No other payments of cash or property are expected to be received by
Management in connection with any acquisition.                                  

         The  Company  has  not  formulated  any  policy  regarding  the  use of
consultants or outside  advisors,  but does not anticipate  that it will use the
services of such persons.                                                       

         The Company has, and will continue to have  following the completion of
this offering, insufficient capital with which to provide the owners of business
opportunities  with any significant  cash or other assets.  However,  management
believes the Company will offer owners of business opportunities the opportunity
to acquire a controlling ownership interest in a public company at substantially

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less cost than is required to conduct an initial public offering.  The owners of
the business  opportunities  will,  however,  incur  significant  post-merger or
acquisition  registration  costs in the event they wish to register a portion of
their shares for subsequent sale. The Company will also incur  significant legal
and  accounting   costs  in  connection  with  the  acquisition  of  a  business
opportunity including the costs of preparing  post-effective  amendments,  Forms
8-K, agreements and related reports and documents 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 Company does not intend to make any loans to any prospective merger
or acquisition candidates or to unaffiliated third parties.                     

Sources of Opportunities                                                        

         The  Company  anticipates  that  business  opportunities  for  possible
acquisition  will be referred by various  sources,  including  its  officers and
directors,    professional   advisers,   securities   broker-dealers,    venture
capitalists,  members of the  financial  community,  and others who may  present
unsolicited proposals.                                                          

         The Company will seek a potential  business  opportunity from all known
sources,  but will rely  principally  on personal  contacts of its  officers and
directors as well as indirect  associations  between them and other business and
professional  people.  It is not  presently  anticipated  that the Company  will
engage   professional   firms   specializing   in   business   acquisitions   or
reorganizations.                                                                

         The officers and  directors  of the Company are  currently  employed in
other  positions and will devote only a portion of their time (not more than one
hour per week) to the  business  affairs of the  Company,  until such time as an
acquisition  has been  determined  to be highly  favorable,  at which  time they
expect to spend full time in  investigating  and closing any  acquisition  for a
period of two weeks.  In addition,  in the face of  competing  demands for their
time, the officers and directors may grant priority to their full-time positions
rather than to the Company.                                                     

Evaluation of Opportunities                                                     

         The analysis of new business  opportunities  will be  undertaken  by or
under  the  supervision  of the  officers  and  directors  of the  Company  (see
"Management").  Management  intends to concentrate  on  identifying  prospective
business  opportunities  which may be brought to its attention  through  present
associations with management.  In analyzing prospective business  opportunities,
management will consider such matters as the available technical,  financial and
managerial resources; working capital and other financial requirements;  history
of  operation,   if  any;  prospects  for  the  future;   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.  Officers  and  directors of each
Company  will meet  personally  with  management  and key  personnel of the firm
sponsoring  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.                                                                       

         It may be  anticipated  that  any  opportunity  in  which  the  Company
participates  will  present  certain  risks.  Many  of  these  risks  cannot  be
adequately  identified prior to selection of the specific  opportunity,  and the
Company's  shareholders must, therefore,  depend on the ability of management to
identify and evaluate such risk. In the case of some of the opportunities       

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available to the Company,  it may be anticipated that the promoters thereof have
been  unable  to  develop  a going  concern  or  that  such  business  is in its
development  stage in that it has not  generated  significant  revenues from its
principal business activities prior to the Company's  participation.  There is a
risk,  even after the  Company's  participation  in the activity and the related
expenditure of the Company's funds, that the combined  enterprises will still be
unable to become a going concern or advance beyond the development  stage.  Many
of the opportunities may involve new and untested products, processes, or market
strategies which may not succeed. Such risks will be assumed by the Company and,
therefore, its shareholders.                                                    

         The  Company  will not  restrict  its search for any  specific  kind of
business,  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 currently impossible to predict the status of any business
in which  the  Company  may  become  engaged,  in that  such  business  may need
additional capital, may merely desire to have its shares publicly traded, or may
seek other perceived advantages which the Company may offer.                    

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, franchise or licensing agreement with another corporation or entity.   
It may also purchase stock or assets of an existing business.  On the           
consummation of a transaction, it is possible that the present management and   
shareholders of the Company will not be in control of the Company.  In          

addition, a majority or all of the Company's officers and directors may, as part
of the terms of the  acquisition  transaction,  resign  and be  replaced  by new
officers and directors without a vote of the Company's shareholders.            

         It is anticipated that any securities issued in any such reorganization
would be issued in reliance on exemptions  from  registration  under  applicable
Federal  and  state  securities  laws.  In  some  circumstances,  however,  as a
negotiated  element of this transaction,  the Company may agree to register such
securities  either at the time the  transaction  is  consummated,  under certain
conditions,  or at  specified  time  thereafter.  The  issuance  of  substantial
additional securities and their potential sale into any trading market which may
develop  in the  Company's  Common  Stock may have a  depressive  effect on such
market.  While the actual terms of a  transaction  to which the Company may be a
party cannot be  predicted,  it may be expected that the parties to the business
transaction  will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so called "tax free" reorganization under
Sections  368(a)(1) or 351 of the Internal Revenue Code of 1986, as amended (the
"Code").  In order to  obtain  tax free  treatment  under  the  Code,  it may be
necessary  for the  owners of the  acquired  business  to own 80% or more of the
voting stock of the surviving  entity.  In such event,  the  shareholders of the
Company, including investors in this offering, would retain less than 20% of the
issued and  outstanding  shares of the surviving  entity,  which could result in
significant dilution in the equity of such shareholders.                        

         As part of the Company's  investigation,  officers and directors of the
Company will meet personally  with  management and key personnel,  may visit and
inspect  material  facilities,  obtain  independent  analysis or verification of
certain information  provided,  check reference of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.                           

         The manner in which each Company  participates  in an opportunity  will
depend on the nature of the opportunity, the respective needs and desires of the
Company and other parties,  the management of the opportunity,  and the relative
negotiating strength of the Company and such other management.                  

         With respect to any mergers or acquisitions,  negotiations  with target
company management will be expected to focus on the percentage of the Company   

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which  target  company   shareholders   would  acquire  in  exchange  for  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 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  dilative effect on the percentage of shares held
by the Company's then shareholders,  including purchasers in this offering. (See
"Risk Factors).                                                                 

         The Company will not have sufficient  funds (unless it is able to raise
funds  in  a  private  placement)  to  undertake  any  significant  development,
marketing and manufacturing of any products which may be acquired.  Accordingly,
following  the  acquisition  of any  such  product,  the  Company  will,  in all
likelihood,  be  required  to either  seek debt or  equity  financing  or obtain
funding from third parties,  in exchange for which the Company would probably be
required  to give up a  substantial  portion  of its  interest  in any  acquired
product.  There is no  assurance  that the Company will be able either to obtain
additional  financing or interest  third  parties in  providing  funding for the
further development, marketing and manufacturing of any products acquired.      

         It  is  anticipated  that  the   investigation  of  specific   business
opportunities   and  the   negotiation,   drafting  and  execution  of  relevant
agreements,  disclosure documents and other instruments will require substantial
management time and attention and substantial  costs for accountants,  attorneys
and others.  If a decision  is made not to  participate  in a specific  business
opportunity the costs therefore incurred in the related  investigation would not
be  recoverable.   Furthermore,   even  if  an  agreement  is  reached  for  the
participation in a specific business opportunity, the failure to consummate that
transaction may result in the loss of the Company of the related costs incurred.

         Management  believes  that the Company may be able to benefit  from the
use of "leverage" in the  acquisition  of a business  opportunity.  Leveraging a
transaction involves the acquisition of a business through incurring significant
indebtedness  for a large  percentage of the purchase  price for that  business.
Through a leveraged  transaction,  the Company  would be required to use less of
its available funds for acquiring the business opportunity and, therefore, could
commit those funds to the operations of the business opportunity, to acquisition
of other business  opportunities or to other activities.  The borrowing involved
in a  leveraged  transaction  will  ordinarily  be  secured by the assets of the
business opportunity to be acquired. If the business opportunity acquired is not
able to generate  sufficient  revenues to make  payments on the debt incurred by
the Company to acquire that  business  opportunity,  the lender would be able to
exercise  the  remedies  provided  by  law  or  by  contract.  These  leveraging
techniques,  while  reducing the amount of funds that the Company must commit to
acquiring a business opportunity,  may correspondingly increase the risk of loss
to the Company. No assurance can be given as to the terms or the availability of
financing for any  acquisition  by the Company.  No assurance can be given as to
the terms or the  availability  of financing for any acquisition by the Company.
During  periods  when  interest  rates are  relatively  high,  the  benefits  of
leveraging  are not as great as during  periods of lower  interest rates because
the investment in the business  opportunity  held on a leveraged basis will only
be profitable if it generates  sufficient revenues to cover the related debt and
other costs of the  financing.  Lenders  from which the Company may obtain funds
for  purposes  of a  leveraged  buy-out  may impose  restrictions  on the future
borrowing,  distribution,  and  operating  policies  of the  Company.  It is not
possible at this time to predict the  restrictions,  if any,  which  lenders may
impose or the impact thereof on the Company.                                    

Competition                                                                     

         The Company is an insignificant participant among firms which engage in
business  combinations  with, or financing of,  development  stage  enterprises.
There are many  established  management and financial  consulting  companies and
venture capital firms which have significantly greater financial and personnel  

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resources,  technical  expertise and experience than the Company. In view of the
Company's limited financial resources and management  availability,  the Company
will  continue  to  be a  significant  competitive  disadvantage  vis-a-vis  the
Company's competitors.                                                          

Regulation and Taxation                                                         

         The Investment  Company Act of 1940 defines an "investment  company" as
an  issuer  which  is or holds  itself  out as being  engaged  primarily  in the
business of investing,  reinvesting or trading of securities.  While the Company
does not intend to engage in such  activities,  the Company could become subject
to regulation under the Investment  Company Act of 1940 in the event the Company
obtains or  continues  to hold a minority  interest  in a number of  development
stage   enterprises.   The  Company  could  be  expected  to  incur  significant
registration  and compliance  costs if required to register under the Investment
Company  Act of 1940.  Accordingly,  management  will  continue  to  review  the
Company's  activities  from  time  to  time  with a  view  toward  reducing  the
likelihood the Company could be classified as an "investment company."          

         The Company  intend to structure a merger or acquisition in such manner
as to  minimize  Federal  and state tax  consequences  to the Company and to any
target company.                                                                 

Employees                                                                       

         The Company's  only  employees at the present time are its officers and
directors,  who will devote as much time as the Board of Directors  determine is
necessary to carry out the affairs of the Company. (See "Management").          

Item 2.           Plan of Operation                                             

See "Business" above.                                                           

Item 3.           Description of Properties                                     

         The Company  shares space with its sole  officer.  The Company pays its
own  charges  for  long  distance   telephone  calls  and  other   miscellaneous
secretarial, photocopying and similar expenses.                                 

Item 4.           Security Ownership of Certain Beneficial Owners and Management

         The following table sets forth  information  relating to the beneficial
ownership of Company  common stock by those  persons  beneficially  holding more
than 5% of the Company capital stock,  by the Company's  directors and executive
officers,  and by all of the Company's  directors  and  executive  officers as a
group. The address of each person is care of the Company.                       

                                                                [Download Table]


                                      Percentage  
   Name of              Number of   of Outstanding
 Stockholder          Shares Owned   Common Stock 

                                                  
Jehu Hand                  800,000       80.0%    

Kimberly Peterson           93,850       9.4%     

All officers and                                  
directors as a group                              
(1 person)                 800,000       80.0%    

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

         The member of the Board of  Directors  of the  Company  serve until the
next  annual  meeting  of  stockholders,  or until  his  successor(s)  have been
elected.  The  officer  serves  at the  pleasure  of  the  Board  of  Directors.
Information  as to the  director  and  executive  officer  of the  Company is as
follows.                                                                        

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         Jehu Hand has been President,  Chief Financial Officer and Secretary of
the Company  since its  inception.  Mr. Hand has been engaged in  corporate  and
securities  law  practice  and has been a partner of the law firm of Hand & Hand
since 1992.  Hand & Hand  incorporated  as a law  corporation in May 1994.  From
January 1992 to December  1992 he was the Vice  President-Corporate  Counsel and
Secretary of Laser Medical  Technology,  Inc.,  which designs,  manufactures and
markets  dental  lasers and  endodontics  equipment.  He was a director of Laser
Medical from February 1992 to February 1993.  From January to October,  1992 Mr.
Hand was Of Counsel to the Law Firm of Lewis, D'Amato, Brisbois & Bisgaard. From
January  1991 to  January  1992 he was a  shareholder  of  McKittrick,  Jackson,
DeMarco & Peckenpaugh, a law corporation. From January to December 1990 he was a
partner of Day,  Campbell & Hand,  and was an associate of its  predecessor  law
firm from July 1986 to  December  1989.  From 1984 to June 1986 Mr.  Hand was an
associate attorney with Schwartz,  Kelm, Warren & Rubenstein in Columbus,  Ohio.
Jehu Hand received a J.D. from New York University School of Law and a B.A. from
Brigham Young  University.  He is a licensed real estate broker and a registered
principal (Series 7, 24 and 63) of SoCal Securities,  a broker-dealer and member
of the National Association of Securities Dealers, Inc.                         

Conflicts of Interest                                                           

         Certain  conflicts  of  interest  now exist and will  continue to exist
between the Company and its officer and  director  due to the fact that each has
other business interests to which he devotes his primary attention. Each officer
and director may continue to do so notwithstanding the fact that management time
should be devoted to the business of the Company.                               

         Certain  conflicts  of interest  may exist  between the Company and its
management, and conflicts may develop in the future. The officer and director of
the Company holds similar  positions  with a number of companies  engaged in the
same business as the Company.  In the event a business  opportunity is presented
to the  management,  he will present the opportunity to the Company and to these
companies in a random order of priority.                                        

         The  Company  has  not  established  policies  or  procedures  for  the
resolution of current or potential  conflicts of interests  between the Company,
its officers and  directors or  affiliated  entities.  There can be no assurance
that  management will resolve all conflicts of interest in favor of the Company,
and failure by  management  to conduct the  Company's  business in the Company's
best  interest  may result in  liability  to the  management.  The  officers and
directors are accountable to the Company as  fiduciaries,  which means that they
are required to exercise  good faith and  integrity  in handling  the  Company's
affairs. Shareholders who believe that the Company has been harmed by failure of
an officer or director to  appropriately  resolve any conflict of interest  may,
subject to applicable rules of civil procedure,  be able to bring a class action
or derivative suit to enforce their rights and the Company's rights.            

         The Company has no  arrangement,  understanding  or  intention to enter
into any  transaction for  participating  in any business  opportunity  with any
officer,  director,  or  principal  shareholder  or with  any  firm or  business
organization with which such persons are affiliated,  whether by reason of stock
ownership, position as an officer or director, or otherwise.                    

         The Company,  by resolution of its Board of Directors and stockholders,
adopted a 1994  Stock  Option  Plan (the  "Plan")  on April 20,  1994.  The Plan
enables  the  Company  to  offer  an  incentive  based  compensation  system  to
employees,  officers and directors and to employees of companies who do business
with the Company.                                                               

         In the discretion of a committee  comprised of  non-employee  directors
(the "Committee"), directors, officers, and key employees of the Company and its
subsidiaries  or  employees of  companies  with which the Company does  business
become  participants  in the Plan  upon  receiving  grants  in the form of stock
options or restricted  stock.  A total of 2,000,000  shares are  authorized  for
issuance  under the Plan, of which no shares are issuable.  The Company does not
intend to grant options until such time as a merger or acquisition has been     

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consummated.  The  Company  may  increase  the number of shares  authorized  for
issuance  under the Plan or may make other  material  modifications  to the Plan
without  shareholder  approval.  However,  no amendment  may change the existing
rights of any option holder.                                                    

         Any shares  which are subject to an award but are not used  because the
terms and  conditions  of the award are not met, or any shares which are used by
participants to pay all or part of the purchase price of any option may again be
used for awards  under the Plan.  However,  shares with respect to which a stock
appreciation right has been exercised may not again be made subject to an award.

         Stock  options  may  be  granted  as  non-qualified  stock  options  or
incentive  stock  options,  but incentive  stock options may not be granted at a
price  less  than 100% of the fair  market  value of the stock as of the date of
grant (110% as to any 10% shareholder at the time of grant); non-qualified stock
options may not be granted at a price less than 85% of fair market  value of the
stock as of the date of grant.  Restricted  stock may not be  granted  under the
Plan in connection with incentive stock options.                                

         Stock  options  may be  exercised  during a period of time fixed by the
Committee except that no stock option may be exercised more than ten years after
the date of grant or three years after death or disability,  whichever is later.
In the discretion of the Committee, payment of the purchase price for the shares
of stock  acquired  through the  exercise of a stock option may be made in cash,
shares of the Company's Common Stock or by delivery or recourse promissory notes
or a combination  of notes,  cash and shares of the Company's  common stock or a
combination  thereof.  Incentive  stock options may only be issued to directors,
officers and employees of the Company.                                          

         Stock  options  may be granted  under the Plan may include the right to
acquire an Accelerated Ownership Non-Qualified Stock Option ("AO"). If an option
grant  contains  the AO  feature  and if a  participant  pays all or part of the
purchase  price of the option with shares of the Company's  common  stock,  then
upon exercise of the option the participant is granted an AO to purchase, at the
fair market value as of the date of the AO grant, the number of shares of common
stock the  Company  equal to the sum of the number of whole  shares  used by the
participant in payment of the purchase price and the number of whole shares,  if
any,  withheld  by the Company as payment for  withholding  taxes.  An AO may be
exercised  between the date of grant and the date of  expiration,  which will be
the same as the date of expiration of the option to which the AO is related.    

         Stock  appreciation  rights and/or  restricted  stock may be granted in
conjunction  with, or may be unrelated to stock  options.  A stock  appreciation
right entitles a participant to receive a payment,  in cash or common stock or a
combination  thereof,  in an amount equal to the excess of the fair market value
of the stock at the time of exercise  over the fair market  value as of the date
of grant.  Stock  appreciation  rights may be exercised  during a period of time
fixed by the  Committee not to exceed ten years after the date of grant or three
years after death or disability,  whichever is later.  Restricted stock requires
the  recipient  to  continue  in service as an  officer,  director,  employee or
consultant  for a fixed period of time for  ownership of the shares to vest.  If
restricted  shares or stock  appreciation  rights  are  issued  in  tandem  with
options,  the  restricted  stock or stock  appreciation  right is canceled  upon
exercise of the option and the option will  likewise  terminate  upon vesting of
the restricted shares.                                                          

Item 6.           Executive Compensation                                        

         No  compensation is paid or anticipated to be paid by the Company until
an acquisition is made.                                                         

         On acquisition of a business opportunity, current management may resign
and be replaced by persons  associated with the business  opportunity  acquired,
particularly if the Company  participates in a business opportunity by effecting
a reorganization,  merger or consolidation.  If any member of current management
remains after effecting a business opportunity acquisition, that member's time  

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commitment  will  likely  be  adjusted  based on the  nature  and  method of the
acquisition and location of the business which cannot be predicted. Compensation
of management will be determined by the new board of directors, and shareholders
of the  Company  will  not  have  the  opportunity  to vote on or  approve  such
compensation.                                                                   

         Directors  currently  receive  no  compensation  for  their  duties  as
directors.                                                                      

Item 7.           Certain Relationships and Related Transactions                

Not applicable.                                               

Item 8.  Description of Securities                                              

Common Stock                                                                    

         The Company's  Certificate of Incorporation  authorizes the issuance of
20,000,000 shares of common stock, $.001 par value per share, of which 1,000,000
shares were  outstanding as of June 30, 1999.  Holders of shares of common stock
are  entitled  to one vote for each  share on all  matters to be voted on by the
stockholders.  Holders of common stock have no cumulative voting rights. Holders
of shares of common stock are entitled to share ratably in dividends, if any, as
may be declared,  from time to time by the Board of Directors in its discretion,
from  funds  legally  available  therefor.   In  the  event  of  a  liquidation,
dissolution or winding up of the Company,  the holders of shares of common stock
are entitled to share pro rata all assets remaining after payment in full of all
liabilities.  Holders of common stock have no preemptive  rights to purchase the
Company's common stock.  There are no conversion rights or redemption or sinking
fund provisions with respect to the common stock. All of the outstanding  shares
of common stock are fully paid and non-assessable.  The Company's Certificate of
Incorporation  authorizes  the Board of Directors to effect a forward or reverse
stock split without stockholder  approval.  Company stockholders have approved a
forward stock split and a name change, with the terms of the forward stock split
and the new name to be decided by the Board of Directors.                       

Preferred Stock                                                                 

         The Company's  Certificate of Incorporation  authorizes the issuance of
1,000,000  shares of preferred  stock,  $.001 par value,  of which no shares are
issued  and  outstanding.  The  Company  currently  has no plans  to  issue  any
preferred stock. The Company's Board of Directors has authority,  without action
by the shareholders,  to issue all or any portion of the authorized but unissued
preferred  stock in one or more  series  and to  determine  the  voting  rights,
preferences as to dividends and liquidation, conversion rights, and other rights
of such  series.  The  preferred  stock,  if and when  issued,  may carry rights
superior to those of common  stock,  however,  no preferred  stock may be issued
with  rights  equal or senior to the  preferred  stock  without the consent of a
majority of the holders of preferred stock.                                     

         The Company considers it desirable to have preferred stock available to
provide increased  flexibility in structuring  possible future  acquisitions and
financings  and in meeting  corporate  needs which may arise.  If  opportunities
arise that would make  desirable the issuance of preferred  stock through either
public offering or private placements, the provisions for preferred stock in the
Company's  Certificate  of  Incorporation  would  avoid the  possible  delay and
expense  of a  shareholder's  meeting,  except  as  may  be  required  by law or
regulatory  authorities.  Issuance of the preferred stock could result, however,
in a series of securities  outstanding  that will have certain  preferences with
respect to dividends and liquidation over the common stock which would result in
dilution  of the  income  per  share  and net book  value of the  common  stock.
Issuance of additional  common stock pursuant to any conversion  right which may
be  attached  to the terms of any series of  preferred  stock may also result in
dilution of the net income per share and the net book value of the common stock.
The  specific  terms of any series of preferred  stock will depend  primarily on
market conditions, terms of a proposed acquisition or                           

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financing, and other factors existing at the time of issuance.  Therefore, it is
not possible at this time to  determine  in what respect a particular  series of
preferred  stock will be superior  to the  Company's  common  stock or any other
series of  preferred  stock which the Company may issue.  The Board of Directors
does not have any  specific  plan for the  issuance  of  preferred  stock at the
present time and does not intend to issue any preferred  stock,  except on terms
which it deems to be in the best interest of the Company and its shareholders.  

         The issuance of Preferred Stock could have the effect of making it more
difficult  for a third  party to acquire a majority  of the  outstanding  voting
stock of the Company. Further, certain provisions of Delaware law could delay or
make more  difficult  a merger,  tender  offer or proxy  contest  involving  the
Company.  While such provisions are intended to enable the Board of Directors to
maximize  stockholder value, they may have the effect of discouraging  takeovers
which  could  be in the  best  interest  of  certain  stockholders.  There is no
assurance  that such  provisions  will not have an adverse  effect on the market
value of the Company's stock in the future.                                     

Shares Eligible for Future Sale                                                 

          Of the outstanding  shares of the Company,  all but 200,000 shares are
subject to resale  restrictions  and, unless registered under the Securities Act
of 1933 (the "Act") or exempted  under  another  provision  of the Act,  will be
ineligible for sale in the public market.  Sales may be made after one year from
their acquisition based upon Rule 144.                                          

          In general, under Rule 144 as currently in effect a person (or persons
whose  shares  are  aggregated)  who has  beneficially  owned  shares  privately
acquired or indirectly  from the Company or from an Affiliate,  for at least one
year, or who is an Affiliate,  is entitled to sell within any three-month period
a number of such  shares  that does not  exceed  the  greater  of 1% of the then
outstanding shares of the Company's Common Stock (approximately 4,000 shares) or
the average weekly trading volume in the Company's  Common Stock during the four
calendar weeks  immediately  preceding such sale.  Sales under Rule 144 are also
subject  to  certain  manner of sale  provisions,  notice  requirements  and the
availability  of current  public  information  about the  Company.  A person (or
persons whose shares are aggregated) who is not deemed to have been an affiliate
at any time during the 90 days preceding a sale, and who has beneficially  owned
shares for at least one year, is entitled to sell all such shares under Rule 144
without  regard  to  the  volume   limitations,   current   public   information
requirements, manner of sale provisions, or notice requirements.                

         Sales of substantial  amounts of the Common Stock of the Company in the
public market could adversely affect prevailing market prices.                  

                                   PART II

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

(a)      Market Information                                   

                  The Company's Common Stock is not currently trading and is not
expected to trade in the foreseeable future.                                    

(b)      Holders                                              

                  As of June 30, 1999, there were  approximately  111 holders of
Company common stock.                                                           

(c)      Dividends                                            

                  The Company has not paid any  dividends  on its common  stock.
The Company  currently  intends to retain any earnings for use in its  business,
and therefore does not anticipate paying cash dividends in the foreseeable      

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future.                                                                         

Item 2.  Legal Proceedings                                                      

Not applicable.                                               

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

Not applicable.                                               

Item 4.   Recent Sales of Unregistered Securities                               

        There have been no issuances of securities for the past three years.

Item 5.  Indemnification of Directors and Officers                              

          The Company has adopted provisions in its certificate of incorporation
and  bylaws  that  limit  the   liability  of  its  directors  and  provide  for
indemnification of its directors and officers to the full extent permitted under
the  Delaware  General  Corporation  Law.  Under the  Company's  Certificate  of
Incorporation,  and as permitted  under the Delaware  General  Corporation  Law,
directors are not liable to the Company or its stockholders for monetary damages
arising  from a  breach  of  their  fiduciary  duty of care as  directors.  Such
provisions do not, however, relieve liability for breach of a director's duty of
loyalty to the Company or its stockholders,  liability for acts or omissions not
in good faith or involving intentional  misconduct or knowing violations of law,
liability for  transactions in which the director  derived as improper  personal
benefit or liability for the payment of a dividend in violation of Delaware law.
Further,  the provisions do not relieve a director's liability for violation of,
or  otherwise  relieve  the  Company  or its  directors  from the  necessity  of
complying with,  federal or state  securities laws or affect the availability of
equitable remedies such as injunctive relief or recision.                       

          At present,  there is no pending litigation or proceeding  involving a
director,  officer,  employee or agent of the Company where indemnification will
be required or permitted.  The Company is not aware of any threatened litigation
or proceeding that may result in a claim for  indemnification by any director or
officer.                                                                        

                                  PART F/S

The following financial statements are included herein:     

Independent Auditors' Report                                
Balance Sheets at June 30, 1999 and 1998                    
          Statement of Operations for the period  inception  (April 20, 1994) to
          June 30,  1999 and the two years  ended  June 30,  1999  Statement  of
          Stockholders'  Equity Statement of Cash Flows for the period inception
          (April  20,  1994) to June 30,  1999 and the two years  ended June 30,
   1999 Notes to Financial Statements Interim Financial Statements

                                  PART III

Item 1.   Index to Exhibits.                                                    

                  The  following  exhibits  required by Part III of Form 1-A are
filed herewith:                                                                 

Exhibit No.                Document Description                                 

2.                 Charter and Bylaws                           

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           2.1.     Articles of Incorporation(1)
2.2      Bylaws(1)        

6.                Material Contracts                          

        6.1.     1994 Stock Option Plan(1)

(1)      Filed herewith                                                         

                                  SIGNATURES

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

Dated:    January 15, 2000                        LOST COAST VENTURES, INC.     

 By: /s/ Jehu Hand
 Jehu Hand
 President

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                         LOST COAST VENTURES, INC.
                                   (A DEVELOPMENT STAGE COMPANY)

                                  FINANCIAL STATEMENTS

                                  YEARS ENDED JUNE 30, 1999 AND 1998

                                   AND

                                  INDEPENDENT AUDITORS' REPORT

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                                 LOST COAST VENTURES, INC.
                                   (A Development Stage Company)

                                   Table of Contents

                                                                [Download Table]


                                                          
Independent Auditors' Report                           1  

Financial Statements                                      

         Statements of Financial Position              2  

         Statements of Operations                      3  

         Statement of Changes in Stockholders' Equity  4  

         Statements of Cash Flows                      5  

Notes to Financial Statements                          6  


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                                  INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders                                      
Lost Coast Ventures, Inc.                                                       

We have audited the  statements of financial  position of Lost Coast Ventures,  
Inc.  ( a  development  stage  company)  as of June 30,  1999 and 1998,  and the
related statements of operations, changes in stockholders' equity and cash flows
for the years then ended and  cumulative  for the period April 20, 1994 (date of
inception)   through  June  30,  1999.   These  financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.                      

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.          

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Lost Coast Ventures,  Inc.(a  
development  stage company) as of June 30, 1999 and 1998, and the results of its
operations,  changes in stockholders' equity and cash flows for the period April
20, 1994 (date of inception) through June 30, 1999, in conformity with generally
accepted accounting principles.                                                 

THURMAN SHAW & CO. LLC                                                          

Bountiful, Utah                                                                 
December 16, 1999                                                               

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                                             LOST COAST VENTURES, INC.                                  
                                           (A Development Stage Company)                                
                                          Statements of Financial Position                              
                                               June 30, 1999 and 1998                                   

                                                                               1999           1998      

ASSETS                                                                                                  

                                                                                                        
Current assets-cash                                                         $       -      $       -    

Other assets                                                                                            
     Organization costs, net of accumulated                                                             
     amortization of $1,015 and $858                                                -               157 

         Total assets                                                       $       -      $        157 

LIABILITIES AND STOCKHOLDERS' EQUITY                                                                    

Current liabilities                                                                                     
     Accounts payable                                                       $        108   $       -    
     Accounts payable - related party                                                993            468 

         Total current liabilities                                                 1,101            468 

Stockholders' equity                                                                                    
  Preferred stock, $.001 par value; 1,000,000 shares                                                    
     authorized; no shares issued and outstanding                                                       

  Common stock, $.001 par value; 20,000,000 shares                                                      
     authorized; 1,000,000 shares issued and outstanding                           1,000          1,000 

  Additional paid-in capital                                                          15             15 

  Accumulated deficit during the development stage                                (2,116)        (1,326)

     Total stockholders' equity                                                   (1,101)          (311)

         Total liabilities and stockholders' equity                         $       -      $        157 


                                  See accompanying notes to financial statements

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                                           LOST COAST VENTURES, INC.                                                   
                                         (A Development Stage Company)                                                 
                                            Statements of Operations                                                   
                                       Years  Ended June 30, 1999 and 1998 and                                         
                                 Cumulative from Inception to June 30, 1999                                            

                                                                                                  Cumulative           
                                                                                                     From              
                                                                                                   Inception           
                                                                                                       (April 20, 1994)
                                                                                                  to June 30,          
                                                                     1999           1998             1999              

                                                                                                                       
Revenues                                                        $         -      $       -      $         -            

Operating expenses                                                                                                     
     General and administrative                                            633            108            1,101         
     Amortization                                                          157            204            1,015         

Total operating expenses                                                   790            312            2,116         

Net (loss)                                                      $         (790)  $       (312)  $       (2,116)        

Net (loss) per share                                            $         -      $       -      $         -            

Weighted average number of                                                                                             
     shares outstanding                                              1,000,000      1,000,000        1,000,000         


                                See accompanying notes to financial statements

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                                             LOST COAST VENTURES, INC.                                                           
                                           (A Development Stage Company)                                                         
                                    Statement of Changes in Stockholders' Equity                                                 
                               From Inception (April 20, 1994) Through June 30, 1999                                             

                                                                                                       Accumulated               
                                                                                                         Deficit                 
                                                              Common StockAdditional      During the                             
                                                                                       Paid-In         Development               
                                                    Shares            Amount           Capital            Stage          Total   

Issuance of common stock                                                                                                         
                                                                                                                                 
     for cash, April 20, 1994                        1,000,000    $        1,000    $          15    $         -      $     1,015

Net (loss)                                                -                 -                -                  (42)         (42)

Balances at June 30, 1994                            1,000,000             1,000               15               (42)          973

Net (loss)                                                -                 -                -                 (338)        (338)

Balances at June 30, 1995                            1,000,000             1,000               15              (380)          635

Net (loss)                                                -                 -                -                 (320)        (320)

Balances at June 30, 1996                            1,000,000             1,000               15              (700)          315

Net (loss)                                                -                 -                -                 (314)        (314)

Balances at June 30, 1997                            1,000,000             1,000               15            (1,014)            1

Net (loss)                                                -                 -                -                 (312)        (312)

Balances at June 30, 1998                            1,000,000             1,000               15            (1,326)        (311)

Net (loss)                                                -                 -                -                 (790)        (790)

Balances at June 30, 1999                            1,000,000    $        1,000    $          15    $       (2,116)  $   (1,101)


                                See accompanying notes to financial statements

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                                                      LOST COAST VENTURES, INC.                                          
                                                    (A Development Stage Company)                                        
                                                       Statements of Cash Flows                                          
                                                  Years  Ended June 30, 1999 and                                         
                                            1998 and  Cumulative  from Inception                                         
                                            to June 30, 1999                                                             

                                                                                                    Cumulative           
                                                                                                       From              
                                                                                                     Inception           
                                                                                                         (April 20, 1994)
                                                                                                    to June 30,          
                                                                       1999           1998             1999              
CASH FLOWS FROM OPERATING ACTIVITIES                                                                                     

                                                                                                                         
     Net (loss)                                                   $         (790)  $       (312)  $       (2,116)        

     Add item not requiring the use                                                                                      
      of cash - amortization                                                 157            204            1,015         

     Increase in accounts payable                                            633            108            1,101         

         Net cash flows from operating activities                           -              -                -            

CASH FLOWS FROM INVESTING ACTIVITIES                                                                                     
     Organization costs                                                     -              -              (1,015)        

         Net cash flows from investing activities                           -              -              (1,015)        

CASH FLOWS FROM FINANCING ACTIVITIES                                                                                     
     Sale of common stock                                                   -              -               1,015         

         Net cash flows from financing activities                           -              -               1,015         

Net increase (decrease) in cash                                             -              -                -            

Cash balance at beginning of period                                         -              -                -            

Cash balance at end of period                                     $         -      $       -      $         -            


                                  See accompanying notes to financial statements

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                                   LOST COAST VENTURES, INC.
                                   (A Development Stage Company)
                                   Notes to Financial Statements
                                    Years Ended June 30, 1999 and 1998

1.       ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES                       

         The Company was incorporated under the laws of the State of Delaware on
         April 20, 1994, for the purpose of seeking out business  opportunities,
         including  acquisitions.  The Company is in the  development  stage and
         will be  very  dependent  on the  skills,  talents,  and  abilities  of
         management  to  successfully  implement its business  plan.  Due to the
         Company's  lack of capital,  it is likely that the Company  will not be
         able to compete with larger and more experienced  entities for business
         opportunities  which are lower  risk and are more  attractive  for such
         entities.  Business  opportunities in which the Company may participate
         will  likely be highly  risky and  speculative.  Since  inception,  the
         Company's  activities  have been  limited  to  organizational  matters.
         Organizational  costs are amortized on a straight-line  basis over five
years.                                                        

2.       CASH AND CASH EQUIVALENTS                                              

         The  Company  considers  all  short-term  investments  with an original
maturity of three months or less to be cash equivalents.      

3.       RELATED PARTY TRANSACTIONS                                             

         The Company  currently  receives the use of office space free of charge
         from an officer of the  Company.  The fair  market  value of the office
space in the same geographic region is $20 per month.         

4.       INCOME TAXES                                                           

         The  fiscal  year end of the  Company  is June 30th and an  income  tax
         return has not been  filed.  However,  if an income tax return had been
         filed,  the Company  would have a net  operating  loss carry forward of
$2,116 that would begin expiring in the year 2009.            

5.       STOCK OPTION PLAN                                                      

         The Company has stock option plans for directors,  officers, employees,
         advisors, and employees of companies that do business with the Company,
         which provide for non-qualified and qualified stock options.  The Stock
         Option  Committee of the Board determines the option price which cannot
         be less than the fair market  value at the date of the grant or 110% of
         the  fair  market  value  if the  Optionee  holds  10% or  more  of the
         Company's  common  stock.  The price per share of shares  subject  to a
         Non-Qualified  Option  shall  not be less  than 85% of the fair  market
         value at the date of the grant.  Options  generally expire either three
         months  after  termination  of  employment,  or ten years after date of
         grant (five years if the  optionee  holds 10% or more of the  Company's
common stock at the time of grant).                           
No options have been granted under the plan.                  

                                     F-6

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LOST COAST VENTURES, INC.                                                                          
(A Development Stage Company)                                                         Balance Sheet

                                                      ASSETS                                       

                                                                                  September 30,    
                                                                                      1999         
                                                                             (unaudited)           

                                                                                                   
     TOTAL ASSETS                                                            $                     

                                       LIABILITIES AND STOCKHOLDERS' EQUITY                        

Accounts Payable - related party                                                               993 
Accounts Payable - other                                                                       108 

     TOTAL LIABILITIES                                                                       1,101 

STOCKHOLDERS' EQUITY                                                                               
Preferred Stock, $.001 par value; 1,000,000 shares                                                 
  authorized; no shares issued and outstanding                                                 -0- 

Common Stock, $.001 par value; 20,000,000 shares                                                   
  authorized; 1,000,000 shares issued and outstanding                                        1,000 

Additional paid-in Capital                                                                      15 

Accumulated deficit during the development stage                                           (2,116) 

     TOTAL STOCKHOLDERS' EQUITY                                                            (1,101) 

TOTAL LIABILITIES AND                                                                              
  STOCKHOLDER'S EQUITY                                                       $                     

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

                                   F-7

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LOST COAST VENTURES, INC.                                                      
(A Development Stage Company)                          Statements of Operations

                                            FOR THE               INCEPTION    
                                         THREE MONTHS          (Apr. 20, 1994) 
                                             ENDED                   TO        
                                  Sept. 30        Sept. 30        Sept. 30     
                                    1998            1999            1999       

                                                                               
REVENUES                         $         -0-  $          -0-  $          -0- 

OPERATING EXPENSES                                                             

     General and Administrative                                          1,101 
     Amortization                           12                           1,015 

TOTAL                                       12                           2,116 

NET (LOSS)                                (12)                         (2,116) 

NET (LOSS) PER SHARE             $       (NIL)  $        (NIL)  $        (NIL) 

WEIGHTED AVERAGE NUMBER                                                        
 OF SHARES OUTSTANDING               1,000,000       1,000,000       1,000,000 


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

                                   F-8

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LOST COAST VENTURES, INC.                                              Statement of Changes in Stockholders' 
(A Development Stage Company)                                               Equity For The Three Months Ended
                                                                               September 30, 1999 (Unaudited)

                                                                                 Accumulated                 
                                                                                   Deficit                   
                                       Common Stock            Additional        During the                  
                                                                 Paid-In         Development                 
                                 Shares            Amount        Capital            Stage           Total    

                                                                                                             
Balances at June 30, 1999       1,000,000       $      1,000  $         15       $   (2,116)     $   (1,101) 

Net (loss) (unaudited)                                                                                       
    three months ended                                                                                       
    September 30, 1999                                                                                       

Balances at September 30, 1999                                                                               
    (unaudited)                 1,000,000       $      1,000  $         15       $   (2,116)     $   (1,101) 


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

                                                   F-9

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LOST COAST VENTURES, INC.                                                                     
(A Development Stage Company)                                         Statements of Cash Flows

                                                 FOR THE            INCEPTION                 
                                              THREE MONTHS       (Apr. 20, 1994)              
                                                  ENDED                TO                     
                                       Sept. 30        Sept. 30     Sept. 30                  
                                         1998            1999         1999                    

                                                                   (Unaudited)                

CASH FLOWS FROM OPERATING ACTIVITIES                                                          

                                                                                              
     Net (Loss)                       $        (12)  $            $      (2,116)              

     Add item not requiring                                                                   
     the use of cash - Amortization              12                        1,015              

     Increase (decrease) in                                                                   
     accounts payable                                                      1,101              

     Net cash flows from                                                                      
     operating activities                                                                     

CASH FLOWS FROM INVESTING ACTIVITIES                                                          
     Organization Costs                                                  (1,015)              

CASH FLOWS FROM FINANCING ACTIVITIES                                                          
     Sale of common stock                                                                     
     for organization costs                                                1,015              

     Net Cash flows from                                                                      
     financing activities                                                  1,015              

NET INCREASE IN CASH                                                                          

CASH BALANCE AT                                                                               
BEGINNING OF PERIOD                                                                           

CASH BALANCE AT                                                                               
END OF PERIOD                         $              $            $                           


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

                                                F-10

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LOST COAST VENTURES, INC.                                                       
(A Development Stage Company)             Notes to Interim Financial Statements 

NOTE 1      INTERIM FINANCIAL STATEMENTS                                        

            The financial statements as of September 30, 1999 and for the period
            inception  (April  20,  1994) to  September  30,  1999 and the three
            months ended  September 30, 1999 and 1998 are unaudited,  but in the
            opinion of the management of the Company,  contain all  adjustments,
            consisting of only normal recurring  accruals,  necessary to present
            fairly the financial  position at September 30, 1999, the results of
            operations  for the period  inception  (April 20, 1994) to September
            30, 1999 and the three months ended September 30, 1999 and 1998, and
            the  cash  flows  for the  period  inception  (April  20,  1994)  to
            September 30, 1999 and the three months ended September 30, 1999 and
1998.                                                   

                                  F-11

Dates Referenced Herein

				Referenced-On Page
This ‘10SB12G’ Filing		Date		First		Last			Other Filings
Filed on:		1/19/00							None on these Dates
		1/15/00		13
		12/16/99		16
		9/30/99		22		26
		6/30/99		10		21
		9/30/98		26
		6/30/98		12		21
		4/20/94		2		26
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