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       U. S. Securities and Exchange Commission

              Washington, D.C. 20549

                     Form 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
  Under Section 12(b) or (g) of the Securities Exchange Act of 1934

               GREAT EXPECTATIONS AND ASSOCIATES, INC.
           (Name of Small Business Issuer in its charter)

            Colorado                           84-1521955
 (State or other jurisdiction of   (I.R.S. Employer Identification No.)
  incorporation or organization)

501 South Cherry Street, Suite 610,  Denver, Colorado         80246
(Address of principal executive offices)                    (Zip Code)

Issuer's telephone number: (303) 320-0066

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

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

Not Applicable

Securities to be registered under Section 12(g) of the Act:
Common Stock (Title of class)


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                                PART I

Item 1. Description of Business.

General

The Company was incorporated under the laws of the State of Colorado on
June 5, 1987 as Great Expectations, Inc.   On June 18, 1998, the
Company filed for reinstatement and was required to change its name to
Great Expectations and Associates, Inc. based on the inavailability of
its prior name.   The Company is in the early developmental and
promotional stages. To date the Company's only activities have been
organizational ones, directed at developing its business plan and
raising its initial capital.   The Company has not commenced any
commercial operations. The Company has no employees and owns no real
estate.   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.

As part of its business plan, this Company is filing this registration
statement on Form 10-SB on a voluntary basis in order to become a
"public" company by virtue of being subject to the reporting
requirements of the Securities Exchange Act of 1934.

Another aspect of its business plan which the Company intends to
implement after this registration statement becomes effective, is to
seek to facilitate the eventual creation of a public trading market in
its outstanding securities.   The Company's business plan is to seek,
investigate, and, if warranted, acquire one or more properties or
businesses, and to pursue other related activities intended to enhance
shareholder value.

The acquisition of a business opportunity may be made by purchase,
merger, exchange of stock, or otherwise, and may encompass assets or a
business entity, such as a corporation, joint venture, or partnership.
The Company has very limited capital, and it is unlikely that the
Company will be able to take advantage of more than one such business
opportunity.

The Company intends to seek opportunities demonstrating the potential
of long-term growth as opposed to short-term earnings. At the present
time the Company has not identified any business opportunity that it
plans to pursue, nor has the Company reached any agreement or
definitive understanding with any person concerning an acquisition.

Frederick Mahlke, one of Company's officers and directors has
previously been involved in transactions involving a merger between an
established company and a shell entity, and has a number of contacts
within the field of corporate finance.   As a result, he has had
preliminary contacts with representatives of numerous companies
concerning the general possibility of a merger or acquisition by a
shell company.   However, none of these preliminary contacts or
discussions involved the possibility of a merger or acquisition
transaction with the Company.

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

The Company's search will be directed toward small and medium-sized
enterprises which have a desire to become public corporations and which
are able to satisfy, or anticipate in the reasonably near future being
able to satisfy, the minimum asset requirements in order to qualify
shares for trading on NASDAQ or on a stock exchange (See "Investigation
and Selection of Business Opportunities").

The Company anticipates that the business opportunities presented to it
will (i) be recently organized with no operating history, or a history
of losses attributable to under-capitalization or other factors; (ii)
be experiencing financial or operating difficulties; (iii) be in need


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of funds to develop a new product or service or to expand into a new
market; (iv) be relying upon an untested product or marketing concept;
or (v) have a combination of the characteristics mentioned in (i)
through (iv).

The Company intends to concentrate its acquisition efforts on
properties or businesses that it believes to be undervalued. Given the
above factors, investors should expect that any acquisition candidate
may have a history of losses or low profitability. The Company does not
propose to restrict its search for in- vestment opportunities to any
particular geographical area or industry, and may, therefore, engage in
essentially any business, to the extent of its limited resources. This
includes industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical,
communications and others.

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

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

Depending upon the nature of the transaction, the current officers and
directors of the Company may resign their management positions with the
Company in connection with the Company's acquisition of a business
opportunity. See "Form of Acquisition," below, and "Risk Factors - The
Company - Lack of Continuity in Management."

In the event of such a resignation, the Company's current management
would not have any control over the conduct of the Company's business
following the Company's combination with a business opportunity. It is
anticipated that business opportunities will come to the Company's
attention from various sources, including its officer and director, its
other stockholders, professional advisors such as attorneys and
accountants, securities broker-dealers, venture capitalists, members of
the financial community, and others who may present unsolicited
proposals.

The Company has no plans, understandings, agreements, or commitments
with any individual for such person to act as a finder of opportunities
for the Company. The Company does not foresee that it would enter into
a merger or acquisition transaction with any business with which its
officers or directors are currently affiliated.   Should the Company
determine in the future, contrary to the foregoing expectations, that a
transaction with an affiliate would be in the best interests of the
Company and its stockholders, the Company is in general permitted by
Colorado law to enter into such a transaction if:

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

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



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

Investigation and Selection of Business Opportunities

To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality of
the other company's management and personnel, the anticipated
acceptability of new products or marketing concepts, the merit of
technological changes, the perceived benefit the company will derive
from becoming a publicly held entity, and numerous other factors which
are difficult, if not impossible, to analyze through the application of
any objective criteria.

In many instances, it is anticipated that the historical operations of
a specific business opportunity may not necessarily be indicative of
the potential for the future because of the possible need to shift
marketing approaches substantially, expand significantly, change
product emphasis, change or substantially augment management, or make
other changes. The Company will be dependent upon the owners of a
business opportunity to identify any such problems which may exist and
to implement, or be primarily responsible for the implementation of,
required changes.

Because the Company may participate in a business opportunity with a
newly organized firm or with a firm which is entering a new phase of
growth, it should be emphasized that the Company will incur further
risks, because management in many instances will not have proved its
abilities or effectiveness, the eventual market for such company's
products or services will likely not be established, and such company
may not be profitable when acquired.

It is anticipated that the Company will not be able to diversify, but
will essentially be limited to one such venture because of the
Company's limited financing. This lack of diversification will not
permit the Company to offset potential losses from one business
opportunity against profits from another, and should be considered an
adverse factor affecting any decision to purchase the Company's
securities. It is emphasized that management of the Company may effect
transactions having a potentially adverse impact upon the Company's
shareholders pursuant to the authority and discretion of the Company's
management to complete acquisitions without submitting any proposal to
the stockholders for their consideration.

Holders of the Company's securities should not anticipate that the
Company necessarily will furnish such holders, prior to any merger or
acquisition, with financial statements, or any other documentation,
concerning a target company or its business. In some instances,
however, the proposed participation in a business opportunity may be
submitted to the stockholders for their consideration, either
voluntarily by such directors to seek the stockholders' advice and
consent or because state law so requires. The analysis of business
opportunities will be undertaken by or under the supervision of the
Company's President, who is not a professional business analyst. See
"Management."

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

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

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



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 3. Whether, following the business combination, the financial
condition of the business opportunity would be, or would have a
significant prospect in the foreseeable future of becoming
sufficient to enable the securities of the Company to qualify
for listing on an exchange or on a national automated
securities quotation system, such as NASDAQ, so as to permit
the trading of such securities to be exempt from the
requirements of a Rule 15g-9 adopted by the Securities and
Exchange Commission. See "Risk Factors - The Company -
Regulation of Penny Stocks."

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

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

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

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

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

9. The accessibility of required management expertise,
personnel, raw materials, services, professional assistance,
and other required items. In regard to the possibility that the
shares of the Company would qualify for listing on NASDAQ, the
current standards include the requirements that the issuer of
the securities that are sought to be listed have total assets
of at least $4,000,000 and total capital and surplus of at
least $2,000,000, and proposals have recently been made to
increase these qualifying amounts. Many, and perhaps most, of
the business opportunities that might be potential candidates
for a combination with the Company would not satisfy the NASDAQ
listing criteria. No one of the factors described above will be
controlling in the selection of a business opportunity, and
management will attempt to analyze all factors appropriate to
each opportunity and make a determination based upon reasonable
investigative measures and available data. Potentially
available business opportunities may occur in many different
industries and at various stages of development, all of which
will make the task of comparative investigation and analysis of
such business opportunities extremely difficult and complex.
Potential investors must recognize that, because of the
Company's limited capital available for investigation and
management's limited experience in business analysis, the
Company may not discover or adequately evaluate adverse facts
about the opportunity to be acquired. The Company is unable to
predict when it may participate in a business opportunity. It
expects, however, that the analysis of specific proposals and
the selection of a business opportunity may take several months
or more.

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


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As part of the Company's investigation, the Company's executive
officers and directors may meet personally with management and key
personnel, may visit and inspect material facilities, obtain
independent analysis or verification of certain information provided,
check references of management and key personnel, and take other
reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise. It is possible
that the range of business opportunities that might be available for
consideration by the Company could be limited by the impact of
Securities and Exchange Commission regulations regarding purchase and
sale of "penny stocks." The regulations would affect, and possibly
impair, any market that might develop in the Company's securities until
such time as they qualify for listing on NASDAQ or on another exchange
which would make them exempt from applicability of the "penny stock"
regulations. See "Risk Factors - - -

Regulation of Penny Stocks

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

Form of Acquisition

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

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

It is anticipated that any new securities issued in any reorganization
would be issued in reliance upon exemptions, if any are available, from
registration under applicable federal and state securities laws. In

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some circumstances, however, as a negotiated element of the
transaction, the Company may agree to register such securities either
at the time the transaction is consummated, or under certain conditions
or at specified times thereafter. The issuance of substantial
additional securities and their potential sale into any trading market
that might develop in the Company's securities may have a depressive
effect upon such market. The Company will participate in a business
opportunity only after the negotiation and execution of a written
agreement.

Although the terms of such agreement cannot be predicted, generally
such an agreement would require specific representations and warranties
by all of the parties thereto, specify certain events of default,
detail the terms of closing and the conditions which must be satisfied
by each of the parties thereto prior to such closing, outline the
manner of bearing costs if the transaction is not closed, set forth
remedies upon default, and include miscellaneous other terms. As a
general matter, the Company anticipates that it, and/or its officers
and principal shareholders will enter into a letter of intent with the
management, principals or owners of a prospective business opportunity
prior to signing a binding agreement. Such a letter of intent will set
forth the terms of the proposed acquisition but will not bind any of
the parties to consummate the transaction. Execution of a letter of
intent will by no means indicate that consummation of an acquisition is
probable. Neither the Company nor any of the other parties to the
letter of intent will be bound to consummate the acquisition unless and
until a definitive agreement concerning the acquisition as described in
the preceding paragraph is executed. Even after a definitive agreement
is executed, it is possible that the acquisition would not be
consummated should any party elect to exercise any right provided in
the agreement to terminate it on specified grounds. It is anticipated
that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management
time and attention and substantial costs for accountants, attorneys and
others. If a decision is made not to participate in a specific business
opportunity, the costs theretofore incurred in the related
investigation would not be recoverable. Moreover, because many
providers of goods and services require compensation at the time or
soon after the goods and services are provided, the inability of the
Company to pay until an indeterminate future time may make it
impossible to procure goods and services.

Investment Company Act and Other Regulation

The Company may participate in a business opportunity by purchasing,
trading or selling the securities of such business. The Company does
not, however, intend to engage primarily in such activities.

Specifically, the Company intends to conduct its activities so as to
avoid being classified as an "investment company" under the Investment
Company Act of 1940 (the "Investment Act"), and therefore to avoid
application of the costly and restrictive registration and other
provisions of the Investment Act, and the regulations promulgated
thereunder. Section 3(a) of the Investment Act contains the definition
of an "investment company," and it excludes any entity that does not
engage primarily in the business of investing, reinvesting or trading
in securities, or that does not engage in the business of investing,
owning, holding or trading "investment securities" (defined as "all
securities other than government securities or securities of majority-
owned subsidiaries") the value of which exceeds 40% of the value of its
total assets (excluding government securities, cash or cash items). The
Company intends to implement its business plan in a manner which will
result in the availability of this exception from the definition of
"investment company." Consequently, the Company's participation in a
business or opportunity through the purchase and sale of investment
securities will be limited.

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


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Any securities which the Company might acquire in exchange for its
Common Stock will be "restricted securities" within the meaning of the
Securities Act of 1933, as amended (the "Act"). If the Company elects
to resell such securities, such sale cannot proceed unless a
registration statement has been declared effective by the Securities
and Exchange Commission or an exemption from registration is available.
Section 4(1) of the Act, which exempts sales of securities not
involving a distribution, would in all likelihood be available to
permit a private sale. Although the plan of operation does not
contemplate resale of securities acquired, if such a sale were to be
necessary, the Company would be required to comply with the provisions
of the Act to effect such resale. An acquisition made by the Company
may be in an industry which is regulated or licensed by federal, state
or local authorities. Compliance with such regulations can be expected
to be a time-consuming and expensive process. Competition The Company
expects to encounter substantial competition in its efforts to locate
attractive opportunities, primarily from business development
companies, venture capital partnerships and corporations, venture
capital affiliates of large industrial and financial companies, small
investment companies, and wealthy individuals. Many of these entities
will have significantly greater experience, resources and managerial
capabilities than the Company and will therefore be in a better
position than the Company to obtain access to attractive business
opportunities. The Company also will experience competition from other
public "blind pool" companies, many of which may have more funds
available than does the Company.


Employees

The Company is a development stage company and currently has no
employees. Management of the Company expects to use consultants,
attorneys and accountants as necessary, and does not anticipate a need
to engage any full-time employees so long as it is seeking and
evaluating business opportunities. The need for employees and their
availability will be addressed in connection with the decision whether
or not to acquire or participate in specific business opportunities.

Although there is no current plan with respect to its nature or amount,
remuneration may be paid to or accrued for the benefit of, the
Company's officers prior to, or in conjunction with, the completion of
a business acquisition.    See "Executive Compensation" and under
"Certain Relationships and Related Transactions."

Risk Factors

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

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

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3. Regulation of Penny Stocks. The Company's securities, when available
for trading, will be subject to a Securities and Exchange Commission
rule that imposes special sales practice requirements upon broker-
dealers who sell such securities to persons other than established
customers or accredited investors. For purposes of the rule, the phrase
"accredited investors" means, in general terms, institutions with
assets in excess of $5,000,000, or individuals having a net worth in
excess of $1,000,000 or having an annual income that exceeds $200,000
(or that, when combined with a spouse's income, exceeds $300,000). For
transactions covered by the rule, the broker- dealer must make a
special suitability determination for the purchaser and receive the
purchaser's written agreement to the transaction prior to the sale.
Consequently, the rule may affect the ability of broker- dealers to
sell the Company's securities and also may affect the ability of
purchasers in this offering to sell their securities in any market that
might develop therefor. In addition, the Securities and Exchange
Commission has adopted a number of rules to regulate "penny stocks."
Because the securities of the Company may constitute "penny stocks"
within the meaning of the rules, the rules would apply to the Company
and to its securities. The rules may further affect the ability of
owners of Shares to sell the securities of the Company in any market
that might develop for them. Shareholders should be aware that,
according to Securities and Exchange Commission Release No. 34-29093,
the market for penny stocks has suffered in recent years from patterns
of fraud and abuse. Such patterns include (i) control of the market for
the security by one or a few broker-dealers that are often related to
the promoter or issuer; (ii) manipulation of prices through prearranged
matching of purchases and sales and false and misleading press
releases; (iii) "boiler room" practices involving high-pressure sales
tactics and unrealistic price projections by inexperienced sales
persons; (iv) excessive and undisclosed bid-ask differentials and
markups by selling broker- dealers; and (v) the wholesale dumping of
the same securities by promoters and broker-dealers after prices have
been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor
losses. The Company's management is aware of the abuses that have
occurred historically in the penny stock market. Although the Company
does not expect to be in a position to dictate the behavior of the
market or of broker- dealers who participate in the market, management
will strive within the confines of practical limitations to prevent the
described patterns from being established with respect to the Company's
securities.

4. No Operating History. The Company was formed in June 5, 1987 for the
purpose of acquiring a business opportunity.   The Company has no
operating history, revenues from operations, or assets other than cash
from private sales of stock. The Company faces all of the risks of a
new business and the special risks inherent in the investigation,
acquisition, or involvement in a new business opportunity. The Company
must be regarded as a new or "start-up" venture with all of the
unforeseen costs, expenses, problems, and difficulties to which such
ventures are subject.

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

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

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


11

interest is the acquisition of control of a publicly traded company.
Moreover, any business opportunity acquired may be currently
unprofitable or present other negative factors.

8. Impracticability of Exhaustive Investigation.   The Company's
limited funds and the lack of full-time management will likely make it
impracticable to conduct a complete and exhaustive investigation and
analysis of a business opportunity before the Company commits its
capital or other resources thereto.    Management decisions, therefore,
will likely be made without detailed feasibility studies, independent
analysis, market surveys and the like which, if the Company had more
funds available to it, would be desirable.   The Company will be
particularly dependent in making decisions upon information provided by
the promoter, owner, sponsor, or others associated with the business
opportunity seeking the Company's participation.   A significant
portion of the Company's available funds may be expended for
investigative expenses and other expenses related to preliminary
aspects of completing an acquisition transaction, whether or not any
business opportunity investigated is eventually acquired

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

10. Possible Reliance upon Unaudited Financial Statements.  The Company
generally will require audited financial statements from companies that
it proposes to acquire.   No assurance can be given, however, that
audited financials will be available to the Company.   In cases where
audited financials are unavailable, the Company will have to rely upon
unaudited information received from target companies' management that
has not been verified by outside auditors.   The lack of the type of
independent verification which audited financial statements would
provide, increases the risk that the Company, in evaluating an
acquisition with such a target company, will not have the benefit of
full and accurate information about the financial condition and
operating history of the target company. This risk increases the
prospect that the acquisition of such a company might prove to be an
unfavorable one for the Company or the holders of the Company's
securities.   Moreover, the Company will be subject to the reporting
provisions of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and thus will be required to furnish certain
information about significant acquisitions, including audited financial
statements for any business that it acquires.   Consequently,
acquisition prospects that do not have, or are unable to provide
reasonable assurances that they will be able to obtain, the required
audited statements would not be considered by the Company to be
appropriate for acquisition so long as the reporting requirements of
the Exchange Act are applicable.

Should the Company, during the time it remains subject to the reporting
provisions of the Exchange Act, complete an acquisition of an entity
for which audited financial statements prove to be unobtainable, the
Company would be exposed to enforcement actions by the Securities and
Exchange Commission (the "Commission") and to corresponding
administrative sanctions, including permanent injunctions against the
Company and its management.   The legal and other costs of defending a
Commission enforcement action are likely to have material, adverse
consequences for the Company and its business.   The imposition of
administrative sanctions would subject the Company to further adverse
consequences. I  n addition, the lack of audited financial statements
would prevent the securities of the Company from becoming eligible for
listing on NASDAQ, the automated quotation system sponsored by the
National Association of Securities Dealers, Inc., or on any existing
stock exchange. Moreover, the lack of such financial statements is
likely to discourage broker-dealers from becoming or continuing to
serve as market makers in the securities of the Company. Without
audited financial statements, the Company would almost certainly be
unable to offer securities under a registration statement pursuant to
the Securities Act of 1933, and the ability of the Company to raise
capital would be significantly limited until such financial statements
were to become available.


12

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

12. Dependence upon Management; Limited Participation of Management.
The Company currently has two individuals who are serving as its
officers and directors.   The Company will be heavily dependent upon
their skills, talents, and abilities to implement its business plan,
and may, from time to time, find that the inability of the officers and
directors to devote their full time attention to the business of the
Company results in a delay in progress toward implementing its business
plan.   Furthermore, since the two individuals are serving as the
officers and directors of the Company, it will be entirely dependent
upon their experience in seeking, investigating, and acquiring a
business and in making decisions regarding the Company's operations.
See "Management." Because investors will not be able to evaluate the
merits of possible business acquisitions by the Company, they should
critically assess the information concerning the Company's officers and
directors.

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

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

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

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

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

14

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

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

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

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

22. Rule 144 Sales.   All of the outstanding shares of Common Stock
held by present stockholders are "restricted securities" within the
meaning of Rule 144 under the Securities Act of 1933, as amended. As
restricted shares, these shares may be resold only pursuant to an
effective registration statement or under the requirements of Rule 144
or other applicable exemptions from registration under the Act and as
required under applicable state securities laws. Rule 144 provides in
essence that a person who has held restricted securities for a
prescribed period may, under certain conditions, sell every three
months, in brokerage transactions, a number of shares that does not
exceed the greater of 1.0% of a company's outstanding common stock or
the average weekly trading volume during the four calendar weeks prior
to the sale. As a result of revisions to Rule 144 which will become
effective on or about April 29, 1997, there will be no limit on the
amount of restricted securities that may be sold by a nonaffiliate
after the restricted securities have been held by the owner for a
period of two years.  A sale under Rule 144 or under any other
exemption from the Act, if available, or pursuant to subsequent
registrations of shares of Common Stock of present stockholders, may
have a depressive effect upon the price of the Common Stock in any
market that may develop.

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

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

Liquidity and Capital Resources

The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources.
The Company's balance sheet as of October 1999, reflects a current

14

asset value of $0, and a total asset value of $13,500 in the form of
deferred offering costs.   The Company will carry out its plan of
business as discussed above.   The Company cannot predict to what
extent its liquidity and capital resources will be diminished prior to
the consummation of a business combination or whether its capital will
be further depleted by the operating losses (if any) of the business
entity which the Company may eventually acquire.

Results of Operations

During the period from June 5, 1987 (inception) through October 31,
1999, the Company has engaged in no significant operations other than
organizational activities, acquisition of capital and preparation for
registration of its securities under the Securities Exchange Act of
1934, as amended. No revenues were received by the Company during this
period.

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

Need for Additional Financing

The Company believes that its existing capital will not be sufficient
to meet the Company's cash needs, including the costs of compliance
with the continuing reporting requirements of the Securities Exchange
Act of 1934, as amended, for a period of approximately one year.
Accordingly, in the event the Company is able to complete a business
combination during this period, it anticipates that its existing
capital will not be sufficient to allow it to accomplish the goal of
completing a business combination.   The Company will depend on
additional advances from stockholders.   There is no assurance,
however, that the available funds will ultimately prove to be adequate
to allow it to complete a business combination, and once a business
combination is completed, the Company's needs for additional financing
are likely to increase substantially. No commitments to provide
additional funds have been made by management or other stockholders.
Accordingly, there can be no assurance that any additional funds will
be available to the Company to allow it to cover its expenses.
Irrespective of whether the Company's cash assets prove to be
inadequate to meet the Company's operational needs, the Company might
seek to compensate providers of services by issuances of stock in lieu
of cash. For information as to the Company's policy in regard to
payment for consulting services, see "Certain Relationships and
Transactions."

Item 3. Description of Property.

The Company currently maintains a mailing address at 501 South Cherry
St., Suite 610, Denver, Colorado 80246, phone number is (303) 320-0066.
Other than this mailing address, the Company does not currently
maintain any other office facilities, and does not anticipate the need
for maintaining office facilities at any time in the foreseeable
future. The Company pays no rent or other fees for the use of this
mailing address.

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

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

Name and Address                  Number of            Percentage
                              Shares Outstanding       of Shares
                                                      Outstanding

Frederick W. Mahlke(1)             500,000                 .30%
4105 S. Florida Avenue
 Suite 100
Denver, Colorado 80222

15

Raphael M. Solot                 1,000,000                .60%
501 South Cherry Street
Suite 610
Denver, Colorado 80222

Myles Wynn                     139,340,000              44.86%
3679 South Dawson Street
Aurora, Colorado 80014

(1)Mr. Mahlke and Mr. Solot are officers and directors of the Company


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

The directors and executive officers currently serving the Company are
as follows:
Name                              Position              Term of office

Raphael M. Solot               President/Treasurer       November 1999
                                  Director                 to present

Frederick W. Mahlke, age     Vice President/Secretary      July 1987
                                  Director                 to present

The directors named above will serve until the next annual meeting of
the Company's stockholders.   Officers will hold their positions at the
pleasure of the board of directors, absent any employment agreement, of
which none currently exists or is contemplated.

There is no arrangement or understanding between the directors and
officers of the Company and any other person pursuant to which any
director or officer was or is to be selected as a director or officer.
The directors and officer of the Company will devote their time to the
Company's affairs on an "as needed" basis. As a result, the actual
amount of time which they will devote to the Company's affairs is
unknown and is likely to vary substantially from month to month.

 Biographical Information

Raphael M. Solot.   Mr. Solot has been an attorney in private practice
in Colorado since 1964 with an emphasis on complex civil litigation,
corporate and franchise law.   From 1994 until March 1996, Mr. Solot
served on the Board of Directors of Jones Global, Ltd., a corporation
engaged in the international cable business.  From March 1996 until the
sale of the company, M. Solot served on the Board of Directors of Jones
Intercable, Inc., the eighth largest cable television company in the
United States.   Mr. Solot was elected Vice Chairman of the Board of
Jones Intercable, Inc. at the annual meeting of shareholders in 1997
and served in that capacity until April 1998.   Mr. Solot received a
Bachelor of Science degree from the University of Colorado in 1958 and
a Juris Doctor degree from the University of Denver in 1963.

Frederick W. Mahlke.   Mr. Malhke has served as a Director of the
Company since July 1987.   From November 1979 to present, Mr. Mahlke
has been President of Cumberland Sales and management of Denver,
Colorado, a commercial and residential management company.   For the
past ten years, Mr. Mahlke has also worked as a Colorado court-
appointed receiver on over forty properties and has also been appointed
receiver for two California properties.

The Company's officers and directors may elect, in the future, to form
one or more additional shell companies with a business plan similar or
identical to that of the Company. Any such additional shell companies
would also be in direct competition with the Company for available
business opportunities. There is no procedure in place which would
allow these individuals to resolve potential conflicts in an arms-
length fashion. Accordingly, they will be required to use their
discretion to resolve them in a manner which they consider appropriate.
The Company's officers and directors may actively negotiate or
otherwise consent to the purchase of a portion of his common stock as a
condition to, or in connection with, a proposed merger or acquisition
transaction.


16

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

Item 6. Executive Compensation.

Mr. Solot received 1,000,000 Common Shares (at $.00005 per share) in
October 1999 for services rendered to the Company.   No other officer
or director has received any remuneration in the last three years.

Although there is no current plan in existence, it is possible that the
Company will adopt a plan to pay or accrue compensation to its officers
and directors for services related to seeking business opportunities
and completing a merger or acquisition transaction.   The Company has
no stock option, retirement, pension, or profit-sharing programs for
the benefit of directors, officers or other employees, but the Board of
Directors may recommend adoption of one or more such programs in the
future.

Item 7. Certain Relationships and Related Transactions.

In February 1988 and December 31, 1998, advances totaling $4,000 were
made to the Company by stockholders.   No written repayment terms were
entered into.

No officer, director, promoter, or affiliate of the Company has or
proposes to have any direct or indirect material interest in any asset
proposed to be acquired by the Company through security holdings,
contracts, options, or otherwise. The Company has adopted a policy
under which any consulting or finder's fee that may be paid to a third
party for consulting services to assist management in evaluating a
prospective business opportunity would be paid in stock or in cash. Any
such issuance of stock would be made on an ad hoc basis. Accordingly,
the Company is unable to predict whether or in what amount such a stock
issuance might be made.

Although there is no current plan in existence, it is possible that the
Company will adopt a plan to pay or accrue compensation to its sole
officer and director for services related to seeking business
opportunities and completing a merger or acquisition transaction. The
Company maintains a mailing address at the office of its legal counsel,
but otherwise does not maintain an office. As a result, it pays no rent
and incurs no expenses for maintenance of an office and does not
anticipate paying rent or incurring office expenses in the future. It
is likely that the Company will establish and maintain an office after
completion of a business combination.

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

 Item 8.   Description of Securities.

Common Stock

The Company's Articles of Incorporation authorize the issuance of
500,000,000 shares of Common Stock. Each record holder of Common Stock
is entitled to one vote for each share held on all matters properly

17

submitted to the stockholders for their vote. Cumulative voting for the
election of directors is not permitted by the Articles of
Incorporation. Holders of outstanding shares of Common Stock are
entitled to such dividends as may be declared from time to time by the
Board of Directors out of legally available funds; and, in the event of
liquidation, dissolution or winding up of the affairs of the Company,
holders are entitled to receive, ratably, the net assets of the Company
available to stockholders after distribution is made to the preferred
stockholders, if any, who are given preferred rights upon liquidation.
Holders of outstanding shares of Common Stock have no preemptive,
conversion or redemptive rights. All of the issued and outstanding
shares of Common Stock are, and all unissued shares when offered and
sold will be, duly authorized, validly issued, fully paid, and
nonassessable. To the extent that additional shares of the Company's
Common Stock are issued, the relative interests of then existing
stockholders may be diluted.

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



18

                           PART II

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

No public trading market exists for the Company's securities and all of
its outstanding securities are restricted securities as defined in Rule
144. There were ten (10) holders of record of the Company's common
stock on November 15, 1999. No dividends have been paid to date and the
Company's Board of Directors does not anticipate paying dividends in
the foreseeable future.

Item 2. Legal Proceedings

The Company is not a party to any pending legal proceedings, and no
such proceedings are known to be contemplated. No director, officer or
affiliate of the Company, and no owner of record or beneficial owner of
more than 5.0% of the securities of the Company, or any associate of
any such director, officer or security holder is a party adverse to the
Company or has a material interest adverse to the Company in reference
to pending litigation

 Item 3. Changes in and Disagreements with Accountants.

 Not applicable.

Item 4. Recent Sales of Unregistered Securities.

During the last three years, the Company has sold its Common Stock to
the persons listed in the table below in transactions summarized as
follows:

In March 1998, the Company issued 75,320,000 at $.00005 per share
for services rendered by Capital Holding Company (James Porter) -
67,800,000 and Miles Wynn - 7,520.   These shares were issued
pursuant to an exemption from registration under Section 4(2) of the
Securities Act of 1933.   These issuances were made to sophisticated
investors who had an ongoing relationship with the Company.

In October 1999, the Company issued 15,600,000 Common Shares to the
following individuals for services rendered at $.00005 per share:

Jody Walker              7,300,000
Brian Story              7,300,000
Rapheal Solot            1,000,000

Each of the sales of common stock listed above was made for services
rendered to the Company. The listed sales of Common Stock were made
in reliance upon the exemption from registration provided by Rule 701
adopted pursuant to Section 3(b) of the Securities Act of 1933.

ITEM 5.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Indemnification.  The Company shall indemnify to the fullest extent
permitted by, and in the manner permissible under the laws of the
State of Colorado, any person made, or threatened to be made, a
party to an action or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he is or
was a director or officer of the Company, or served any other
enterprise as director, officer or employee at the request of the
Company.  The Board of Directors, in its discretion, shall have the
power on behalf of the Company to indemnify any person, other than a
director or officer, made a party to any action, suit or proceeding
by reason of the fact that he/she is or was an employee of the
Company.

Exclusion of Liability Pursuant to the Colorado Business Corporation
Act, the Company's Articles of Incorporation exclude personal liability
for its directors for monetary damages based upon any violation of
their fiduciary duties as directors, except as to liability for any
breach of the duty of loyalty, acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law,
acts in violation of Section 7-106-401 of the Colorado Business
Corporation Act, or any transaction from which a director receives an
improper personal benefit. This exclusion of liability does not limit
any right which a director may have to be indemnified and does not
affect any director's liability under federal or applicable state
securities laws.

19

Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the
Company, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of
expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit
or proceedings) is asserted by such director, officer, or
controlling person in connection with any securities being
registered, the Company will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issues.

INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE CORPORATION
FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO
BE AGAINST PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION
AND IS THEREFORE UNENFORCEABLE.





20

                                      PART F/S

The following financial statements required by Item 310 of
Regulation S-B are furnished below:

Independent Auditors' Report dated November 3, 1999
Balance Sheet dated October 31, 1999
Statement of Operations for the period from inception (June 5, 1987)
to October 31, 1999
Statement of Stockholders' Equity for the period from inception
(June 5, 1987) to October 31, 1999
Statement of Cash Flows for the period from inception (June 5, 1987)
to October 31, 1999
Notes to Consolidated Financial Statements




GREAT EXPECTATIONS AND ASSOCIATES, INC.
- ----------------------
REPORT ON
FINANCIAL STATEMENTS
- ---------------------
For the Year Ended
October 31, 1999








TANNENBAUM & COMPANY, P.C.
Certified Public Accountants
1873 S. Bellaire, Suite 908
Denver, Colorado 80222
(303) 756-5216

Tannenbaum & Company, P.C.
Certified Public Accountants





INDEPENDENT AUDITORS' REPORT


The Board of Directors

Great Expectations and Associates Inc.
Englewood, Colorado

We have audited the accompanying balance sheet of Great Expectations
and Associates Inc. (a development stage enterprise) as of October 31,
1999, and the related statements of stockholders' equity, loss and
accumulated deficit, and cash flows for the period from the date of
inception (June 5, 1987) to October 31, 1999.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We
believe that our 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 Great
Expectations and Associates Inc., as of October 31, 1999, the chances
in its stockholders' equity, the results of its operations and its
cash flows for the period then ended in conformity with Generally
accepted accounting principles.

Denver, Colorado

November 3, 1999

Tannenbaum & Company P.C.








1873 S. Bellaire  Suite 908   Denver, Colorado 90222   (303) 756-5216
FAX (303) 757-5279


22

Great Expectations and Associates, Inc.
(A Development Stage Enterprise)

BALANCE SHEET

October 31, 1999


                                                             October
                                                             31, 1999
      ASSETS

CURRENT ASSETS
Cash                                                        $       -

Total current assets                                                -

Other Assets
  Deferred offering costs (Note 1)                             13,599


Total other assets                                             13,599

Total assets                                                   13,599


LIABILITIES AND STOCKHOLDERS'EQUITY

CURRENT LIABILITIES
  Due to stockholders (Note 4)                                 $4,000

Total current liabilities                                       4,000

STOCKHOLDERS'EQUITY
  Common stock, no par value,                             500,000,000
    shares authorized; 1166,120,000 shares
    issued and outstanding (Note 1)                            21,129
  Deficit accumulated during the development stage            (11,530)

Total stockholders' equity                                      9,599

Total liabilities and stockholders' equity                    $13,599







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


23

Great Expectations and Associates, Inc.

 (A Development Stage Enterprise)
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
For the period from inception (June 5, 1987) to October 31, 1999


                          Inception
                          to October                   October
                          31,1999                     31, 1999

Revenue
Interest Income           $ 166                           -

Total revenue               166                           -

Other expense
Amortization                700                           -
Rent                      6,650                           -
Salaries (Note 3)         6,129                         697
Office supplies
 and expense             (2,138)                          -
Accounting                  355                           -

Total expense            11,696                         697

NET LOSS                (11,530)                       (697)

Accumulated deficit
Balance, beginning of period                        (10,833)

Balance, end of period $(11,530)                    (11,530)

Loss per share         $  (Nil)                     $  (Nil)

Shares outstanding  166,120,000                   166,120,000








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



24

Great Expectations and Associates, Inc.
 (A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS'EQUITY
For the period from inception (June 5, 1987) to October 31, 1999


                                                                Total
                              Common stock        Accumu-       stock-
                              Number              lated       holders'
                            of shares   Amount    deficit       equity

Balance, June 5, 1987           -      $  -       $  -          $    -

Issuance of stock for cash
   July 1987
  ($.00005 per share)      67,000,000    3,000      -            3,000

Issuance of stock for cash
 July 1987
 ($.0017 per share)         7,200,000   12,000      -           12,000

Issuance of stock for services (Note 3)
  July 1987
  ($.0017 per share)        1,000,000    1,666      -            1,666

Issuance of stock for services (Note 3)
 March 1998
 ($.00005 per share)        75,320,000   3,766       -           3,766

Net loss for the period inception
to October 31, 1998            -          -        (10,833)   (10,833)

Balance, October 31, 1998  150,520,000   20,432    (10,833)      9,599

Issuance of stock for services (Note 3)
 October 1999
 ($.00005 per share)         7,300,000      326                    326

Issuance of stock for services (Note 3)
 October 1999
 ($.00005 per share)         7,300,000      326                    326

Issuance of stock for services (Note 3)
 October 1999
 ($.00005 per share)         1,000,000       45                     45

Net loss for the period
 October 31, 1999                 -          -        (697)      (697)

Balance, October 31, 1999  166,120,000   $21,129    $(11,530)   $9,599


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



25

Great Expectations and Associates, Inc.
 (A Development Stage Enterprise)

STATEMENTS OF CASH FLOWS

For the period ended October 31, 1999


                                                Inception
                                                to October     October
                                                31,1999        31,1999

CASH FLOWS FROM OPERATING ACTIVITIES
 Net Loss                                        $(11,530)      $(697)
 Add non-cash items:
 Salaries paid with stock (Note 3)                  6,129         697
 Organizational cost amortization                     700          -
 Increase in organizational cost                     (700)         -

   Cash used in operations                          (5,401)        -

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from loans-stockholders (Note 4)          4,000         -
  Proceeds from issuance of common stock            15,000         -
  Offering costs (Note 1)                          (13,599)        -

    Cash provided by financing activities            5,401         -

  Net increase (decreease) in cash                     -           -

  Cash, beginning of periods                           -           -

  Cash, end of periods                             $  -            -








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


26


Great Expectations and Associates, Inc.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
October 31, 1999




1.  Summary of significant accounting policies Organization Great
Expectations and Associates Inc. (the "Company", formerly Great
Expectations, Inc.) was organized under the laws of the State of
Colorado on June 5, 1987, for the purpose of evaluating and seeking
merger candidates.  The Company is currently considered to be in the
development stage as more fully defined in the Financial Accounting
Standards Board Statement No. 7. The Company has engaged in limited
activities, but has not generated significant revenues to date.  The
Company is currently seeking business opportunities.

Accounting methods
The Company records income and expenses on the accrual method.

Fiscal year
The Company has selected October 31 as its fiscal year.

Deferred offering cost
Costs associated with any public offering were charged to proceeds of
the offering.

Loss per share
All stock outstanding prior to the public offering had been issued at
prices substantially less than that which was paid for the stock in the
public offering.  Accordingly, for the purpose of the loss per share
calculation, shares outstanding at the end of the period were considered
to be outstanding during the entire period.

2.  Income taxes
Since its inception, the Company has incurred a net operating loss.
Accordingly, no provision has been made for income taxes.


3.  Stock issued for services
The value of the stock issued for services is based on management's
estimate of the fair market value of the services rendered.

4.  Due to stockholders
In February 1988 and December '31, 1998, advances totaling $4,000 were
made to the Company by stockholders.

5 .  Management representation
For the period ended October 1, 1999 management represents that all
adjustments necessary to a fair statement of the results for the period
have been included and such adjustments are of a normal and recurring
nature.






27

                           PART III


ITEM 1.  INDEX TO EXHIBITS

(3)  Charter and By-Laws
(4)  Instruments defining the rights of security holders
(27) Financial Data Schedule

ITEM 2.  DESCRIPTION OF EXHIBITS

(3.1)    Articles of Incorporation
(3.2)    Bylaws
(4)      Common Stock Certificate
(27)     Financial Data Schedule
















28

                              SIGNATURES




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

                             Great Expectations and Associates, Inc.

Date: December 5, 1999       /s/ Raphael M. Solot
                              -------------------------
                              By: Raphael M. Solot, President


29

RECEIVED
JUN 5  915 AM 87
DEPARTMENT OF STATE
STATE OF COLORADO



ARTICLES OF INCORPORATION
OF
GREAT EXPECTATIONS, INC.


KNOW ALL MEN BY THESE PRESENT being a natural Person of the Age of
eighteen years or more and desiring for form a body corporate under the
State of Colorado does hereby sign, verify and deliver in duplicate to
the Secretary of State of the State of Colorado these Articles of
Incorporation.

ARTICLE I
Name

The name of the corporation shall be: GREAT EXPECTATIONS, INC.

ARTICLE I
Period of Duration

This corporation shall exist in perpetuity, form and after the date of
filing these Articles of Incorporation with the Secretary of State of
the State of Colorado unless dissolved according to law.

ARTICLE III
Objects and Purposes

The objects and purposes for which the said corporation is organized
and the nature of the business to be carried on by it are as follows:
1.  In general to carry on any lawful business or activity and to have
and exercise all of the powers and rights conferred by the laws of the
Sate of Colorado upon corporation formed under such laws.

ARTICLE IV
Capital

The aggregate number of shares which this corporation shall have
authority to issue is Three Hundred Million (300,000,000) shares of
one cent ($0.001) par value common stock, which shares shall be
designated "Common Stock".  Each share of Common Stock when issued as
fully paid for shall be forever nonassessable.

1.  Dividends.  Dividends in cash, property or shares of the
corporation may be paid upon the Common Stock, as and when declared by
the board of directors, out of funds of the corporation to the extent
and in the manner permitted by law.

2.  Distribution in Liquidation.  Upon any liquidation, disolution or
winding up of the corporation, and after paying or adequately
providing for the payment of all its obligations, the remainder of the
assets of the corporation shall be distributed, either in cash or in
kind, pro rata to the holders of the Common Stock.  The board of
directors, may from time to time, distribute to the shareholders in
partial liquidation, out of stated capital or capital surplus of the
corporation, a portion of its assets, in cash or property, in the
manner permitted and upon compliance with limitations imposed by law.

3.  Voting Rights; Denial of Cumulative Voting.  Each outstanding
share of Common Stock shall be entitled to on e vote and each
fractional share of Common Stock shall be entitled to a corresponding
fractional vote on each matter submitted to a vote of shareholders.
Cumulative voting shall not be allowed in the election of directors of
the corporation.

4.  Denial of Pre-Emptive Rights.  No holder of any shares of the
corporation, whether now or hereafter authorized, shall have any pre-
emptive or preferential right to acquire any shares of securities of
the corporation, including shares or securities held in the treasury
of the corporation.

30

ARTICLE V
Right of Directors to Contract With Corporation

No contract or other transaction between the corporation and one or
more of its directors or any other corporation, firm, association, or
entity, in which one or more of its directors are directors or
officers or are financially interested shall be either void or
voidable solely because of such relationship or interest or solely
because such directors are present at the meeting of the board of
directors or a committee thereof which authorizes, approves, or
ratifies such contract or transaction or solely because their votes
are counted for such purposes if:

a) The fact of such relationship or interest is disclosed or known to
the board of directors of committee which authorizes, approves, or
ratifies the contract or transaction by a vote or consent sufficient
for the purpose without counting the votes or consents of such
interested directors; or

b)  The fact of such relationship or interest is disclosed or known to
the shareholders entitled to vote and they authorize, approve, or
ratify such contract or transaction by vote or written consent; or

c)  The contract or transaction is fair and reasonable to the
corporation.

Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or a
committee thereof which authorizes, approves, or ratifies such
contract or transaction.

ARTICLE VI
Corporate Opportunity

The officers, directors and other members of management of this
corporation shall be subject to the doctrine of "corporate
opportunities" only insofar as it applies to business opportunities in
which this corporation has expressed an interest as determined from
time to time by this corporation's board of directors as evidenced by
resolutions appearing in the corporation's minutes.  Once such areas
of interest are delineated, all such business opportunities within
such areas of interest which come to the attention of this corporation
shall be disclosed promptly to this corporation and made available to
it.  The board of directors may reject any business opportunity
presented to it and thereafter any officer, director or other member
of management may avail himself of such opportunity.  Until such time
as this corporation, through its board of directors, has designated an
area of interest, the officers, directors and other members of
management of this corporation shall be free to engage in such areas
of interest on their own and this doctrine shall not limit the rights
of any officer, director or other member of management of this
corporation to continue a business existing prior to the time that
such area of interest is designated by the corporation.  This
provision shall be construed to release any employee of this
corporation (other than an officer, director or member of management)
from any duties which he may have to this corporation.

ARTICLE VII
Indemnification Of Directors, Officers and Others

The corporation may indemnify each director, officer and any employee,
fiduciary or agent of the corporation, his heirs, executors and
administrators, against expenses reasonably incurred or any amounts
paid by him in connection with any action, suit or proceeding to which
he may be made a party by reason of his being or having been a
director, officer, employee, fiduciary or agent of the corporation to
the full extent permitted by the laws of the State of Colorado now
existing or as such laws may hereafter be amended.


ARTICLE VIII
Shareholder Voting

One-third of the shares entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of shareholders.  With
respect to any action to be taken by shareholders of this corporation,
the laws of Colorado require the vote or concurrence of the holders of


31

two-thirds of the outstanding shares, of the shares entitled to vote
thereon, or of any class or series, such action may be taken by the
vote or concurrence of a majority of such shares or class or series
thereof.

ARTICLE IX
Severability

Should any clause, paragraph, line, sentence or other part of this
instrument be declared invalid and ineffective, such finding shall not
be deemed to affect the remainder of these Articles of Incorporation
so long as such remaining part reasonably effectuates the intent and
purposes expressed herein.

ARTICLE X
Registered Office and Registered Agent

The address of the initial registered office of the corporation is
4600 South Ulster Street, Suite 980, Denver, Colorado 80237, and the
name of the initial registered agent at such address is Miles D. Wynn.
Either the registered officer or the registered agent may be changed
in the manner permitted by law.

ARTICLE XI
Initial Board of Directors

The number of directors of the corporation shall be fixed by the
bylaws of the corporation except the initial board of directors of the
corporation shall consist of five directors.  The names and addresses
of the persons who shall serve as directors until the first annual
meeting of shareholders or until their successors are elected and
shall qualify are as follows:

Name                               Address

Michael T. Scena                   3773 Cherry Creek Dr.N #601
                                   Denver, CO  80209

Miles D. Wynn                      4600 S. Ulster St., Suite 980
                                   Denver, CO  80237

Carlene Babcock                    3773 Cherry Creek Dr. N. #601
                                   Denver, CO  80209

ARTICLE XII
Incorporator
The name and address of the incorporator is as follows:

Name                               Address
Michael T. Scena                   3773 Cherry Creek Dr. N. #601
                                   Denver, CO  80209

IN WITNESS WHEREOF,  the above-named incorporator has signed these
Articles of Incorporation this 5th day of June, 1987

Michael T. Scena

STATE OF COLORADO
CITY AND COUNTY OF DENVER

I, the undersigned, a Notary Public, hereby certify that on the 5th day
of June, 1987, personally appeared before me, MICHAEL T. SCENA, who
being by me first duly sworn, declared that he is the person who
signed the foregoing document as Incorporation, that it was his free
and voluntary act and deed, and that the statements therein contained
are true.

WITNESS my hand and official seal
My commission expires:  11-15-88

Margaret C. Sabrone
Notary Public
Denver, Co
Address

Seal


32

RECEIVED
SEP 22 11:50AM 87
DEPARTMENT OF STATE
STATE OF COLORADO


Mail to
Colorado Secretary of State
Corporation Office
1560 Broadway, Suite 200
Denver, CO  80202
(303) 866-2361

ARTICLES OF AMENDMENT
        To the
ARTICLES OF INCORPORATION

Pursuant to the provisions of the Colorado Corporate Code, the
undersigned corporation adopts the following Articles of Amendments to
its Articles of Incorporation:

FIRST:  The name of the corporation is GREAT EXPECTATIONS, INC.

SECOND:  The following amendment to the Articles of Incorporation was
adopted on July 27, 1987, as prescribed by the Colorado Corporation
Code, in the manner marked with an X below:

     Such amendment was adopted by the board of directors where no
shares have been issued.

XX  Such amendment was adopted by a vote of the shareholders.  The
number of shares voted for the amendment was sufficient for approval.

THE FIRST PARAGRAPH OF ARTIVLE IV WAS AMENDED TO READ AS FOLLOWS:

ARTICLE IV
Capital

The aggregate number of shares which this corporation shall have
authority to issue is Five Hundred Million (500,000,000) of no par
value common stock, which shares shall be designated "Common Stock".
Each share of Common Stock when fully paid for shall be forever non-
assessable.

THIRD:  The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided
for in the amendment shall be effected, is as follows:  NONE.

FOURTH:  The manner in which such amendment effects a change in the
amount of stated capital, and the amount of stated capital as changed
by such amendment, are as follows:  NONE.

Miles D. Wynn, President

Daniel A. Unrein, Jr. Secretary




33

ARTICLES OF AMENDMENT
       TO THE
ARTICLES OF INCORPORATION
          OF
GREAT EXPECTATIONS, INC.


Pursuant to the provisions of the Colorado Corporation Code, the
undersigned corporation adopts the following Articles of Amendment to
its Articles of Incorporation.

FIRST:  The name of the corporation is Great Expectations, Inc.
SECOND:  The following amendment was adopted by the board of directors
and shareholders of the Corporation in the manner prescribed by the
Colorado Corporation Code on August, 19, 1988.

A new Article XIII shall be inserted in the Articles of Incorporation
as follows:


ARTICLE XIII
LIMITATION OF LIABILITY OF
DIRECTORS TO CORORATIONS AND SHAREHOLDERS.

No director shall be liable to the Corporation or any shareholder for
monetary damages for breach of fiduciary duty as a director, except
for any matter in respect of which such director (a) shall be liable
under C.R.S. Section 7-5-114 or any amendment thereto or successor
provision thereto; (b) shall have breached the director's duty of
loyalty to the Corporation or its shareholders; (c) shall have not
acted in good faith or, in failing to act shall not have acted in good
faith; (d) shall have acted or failed to act in a manner involving
intentional misconduct or a knowing violation of law; or (e) shall
have derived an improper personal benefit.  Neither the amendment nor
repeal of this Article, nor the adoption of any provision in the
Articles of Incorporation inconsistent with this Article, shall
eliminate or reduce the effect of this Article in respect of any
matter occurring prior to such amendment, repeal or adoption of an
inconsistent provision.  This Article shall apply to the full extent
now permitted by Colorado law or as may  be permitted in the future by
changes or enactments in Colorado law, including without limitation
C.R.S. Section 7-2-102 and/or C.R.S. Section 7-3-101.

THIRD:  The number of shares voted for the amendment was sufficient
for approval.

FOURTH:  The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided
for in the amendment shall be effected, is as follows:  Not
applicable.

FIFTH:  The amendment does not effect a change in the amount of stated
capital.

DATED:  December 30, 1988.

GREAT EXPECTATIONS, INC.

BY:  Miles D. Wynn, President

ATTEST:

Daniel T. Unrein, Jr.
Secretary


34

           BYLAWS
             of
GREAT EXPECTATIONS AND ASSOCIATES INC.

ARTICLE ONE
Offices

The principal office of the corporation shall be located in the State
of Colorado.  The corporation may have such other offices, either
within or outside Colorado, as the board of directors may designate or
as the business of the corporation may require from time to time.

The registered off ice of the corporation required by the Colorado
Corporation Code to be maintained in Colorado may be, but need not be,
identical with the principal office if in Colorado, and the address of
the registered office may be changed from time to time by the board of
directors.

ARTICLE TWO
Shareholders

Section 1. Annual Meet n".  The annual meeting of the shareholders
shall be held at 501 S. Cherry Street, Suite 610, Denver CO 80246 on
June 26 in each year, beginning with the year 2000, for the purpose of
electing directors and for the transaction of such other business as
may come before the meeting.  If the day fixed for the annual meeting
shall be a legal holiday in Colorado, such meeting shall be held on
the next succeeding business day.  If the election of directors shall
not be held on the day designated herein for any annual meeting of the
shareholders, or at any adjournment thereof, the board of directors
shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as conveniently may be.

Section 2. Special Meetings.  Special meetings of the shareholders,
for any purpose, unless otherwise prescribed by statute, may be called
by the president or by the board of directors, and shall be called by
the president at the request of the holders of not less than one-
tenth--of all the outstanding shares of the corporation entitled to
vote at the meeting.

Section 3. Place of Meeting.  The board of directors may designate any
place, either within or outside Colorado, as the place for any annual
meeting or for any special meeting called by the board of directors.
A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or outside Colorado, as
the place for such meeting.

If no designation is made, or if a special meeting shall be called
otherwise than by the board, the place of meeting shall be the
registered office of the corporation in Colorado.

Section 4. Notice of Meeting.  Written notice stating the place, day
and hour of the meeting of shareholders, and, in case of a special
meeting, the purpose or purposes of which the meeting is called,
shall, unless otherwise prescribed by statute, be delivered not less
than ten nor more than fifty days before the date of the meeting,
either personally or by mail, by or at the direction of the president,
or the secretary, or the officer or other persons calling the meeting,
to each shareholder of record entitled to vote at such meeting,
provided, however, that if the authorized shares of the corporation
are to be increased, at least thirty days notice shall be given, and
if sale of all or substantially all assets are to be voted upon, at
least twenty days' notice shall be given.  If mailed, such notice
shall be deemed to be delivered when deposited in the United States
mail, addressed to the shareholder at his address as it appears on the
stock transfer books of the corporation, with postage thereon prepaid.

Section 5. Meeting of All Shareholders.  If all of the shareholders
shall meet at any time and place, either within or outside the State
of Colorado, and consent to the holding of the meeting at such time
and place, such meeting shall be valid without call or notice, and at
such meeting any corporate action may be taken.

Section 6. Closing of Transfer Books or Fixing of Record Date.  For
the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or

35

shareholders entitled to receive payment of any dividend, or in order
to make a determination of shareholders for any other proper purpose,
the board of directors may provide that the stock transfer books shall
be closed for a stated period not exceeding fifty days.  If the stock
transfer books shall be closed for the purpose of determining
shareholders, entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten days
immediately preceding such meeting.  In lieu of closing the stock
transfer books the board of directors may fix in advance a date as the
record date for any such determination of shareholders, such date in
any case to be not more than fifty days, and, in case of a meeting of
shareholders, not less than ten days prior to the date on which the
particular action, requiring such determination of ' shareholders, is
to be taken.  If the stock transfer books are not closed and no record
date is fixed for the determination of shareholders entitled to notice
of or to vote at a meeting of shareholders, or shareholders entitled
to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the board of
directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders.  When
a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof except where the
determination has been made through the closing of the stock transfer
books and the stated period of the closing has expired.

Section 7. Voting Lists.  The officer or agent having charge of the
stock transfer books for shares of the corporation shall make, at
least ten days before each meeting of shareholders, a complete list of
the shareholders entitled to vote at such meeting or any adjournment
thereof, arranged in alphabetical order, with the address of and the
number of shares held by each.  For a period of ten days prior to
such, meeting, this list shall be kept on file at the principal office
of the corporation, whether within or outside Colorado, and shall be
subject to inspection by any shareholder at any time during usual
business hours.  Such list shall also be produced and kept open at the
time and place of the meeting and shall be subject to the inspection
of any shareholder during the whole time of the meeting.  The original
stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to
vote at any meeting of shareholders.

Section 8. Quorum., A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders.  If less than a
majority of the outstanding shares are represented at a meeting, a
majority of the shares so represented may adjourn the meeting from
time to time without further notice.  At such adjourned meeting at
which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as
originally notified.  The shareholders present at a duly organized
meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.

If a quorum is present, the Affirmative vote of a majority of the
shares represented at the meeting and entitled to vote on the subject
matter shall be the act of the shareholders, unless the vote of a
greater number or voting by classes is required by law or the articles
of incorporation.

Section 9. Proxies.  At all meetings of shareholders, a shareholder
may vote by proxy executed in writing by the shareholder or his duly
authorized attorney in fact.  Such proxy shall be filed with the
secretary of the corporation before or at the time of the meeting.  No
proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.

Section 10. Voting of Shares.  Each outstanding share, regardless of
class, shall be entitled to one vote, and each fractional share shall
be entitled to a corresponding fractional vote on each matter
submitted to a vote at a meeting of shareholders, except to the extent
that the voting rights of the shares of any class or classes are
limited or denied by the articles of incorporation as permitted by the
Colorado Corporation Code.  In the election of directors each record


36

holder of stock entitled to vote at such election shall have the right
to vote the number of shares owned by him f or as many persons as
there are directors to be elected, and f or whose election he has the
right to vote.

Section 11. Voting- of Shares by Certain Holders.  Neither treasury
shares, nor shares of its own stock held by the corporation in a
fiduciary capacity, no shares held by another corporation if a
majority of the shares entitled to vote for the election of directors
of such other corporation is held by this corporation, shall be voted
at any meeting or counted in determining the total number of
outstanding shares at any given time.

Shares standing in the name of another corporation may be voted by
such officer, agent or proxy as the by-laws of such corporation may
prescribe or, in the absence of such provision, as the board of
directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of
such shares into his name.  Shares standing in the name of a trustee
may be voted by him, either in person or by proxy, but no trustee
shall be entitled to vote shares held by him without a transfer of
such shares into his name.

Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into his name if
authority to do so be contained in an appropriate order of the court
by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledge shall be entitled to vote the
shares so transferred.

Section 12. Informal Action by Shareholders.  Any action required to
be taken at a meeting of the shareholders, or any other action which
may be taken at a meeting of the shareholders, may be taken without a
meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the shareholders entitled to vote with
respect to the subject matter thereof.  Such consent shall have the
same force and effect as a unanimous vote of the shareholders, and may
be stated as such in any articles or document filed with the Secretary
of State of Colorado under the Colorado Corporation Code.

ARTICLE THREE
Board of Directors

Section 1. General Powers.  The business and affairs of the
corporation shall be managed by its board of directors, except as
otherwise provided in the Colorado Corporation Code or the articles of
incorporation.

Section 2. Performance of Duties.  A director of the corporation shall
perform his duties as a director, including his duties as a member of
any committee of the board upon which he may serve, in good faith in a
manner he reasonably believes to be in the best interest of the
corporation, and with such care as ordinarily prudent person in a like
position would use under similar circumstances.  In performing his
duties, a director shall be entitled to rely on information, opinions,
reports, or statements, including financial statements and other
financial data, in each case prepared or presented by persons and
groups listed in paragraphs (a) , (b), and (c) of this Section 3.2;
but he shall not be considered to be acting in good f faith if he has
knowledge concerning the matter in question that would cause such
reliance to be unwarranted.  A person who so performs his duties shall
not have any liability by reason of being or having been a director of
the corporation.  Those persons and groups of whose information,
opinions, reports, and statements a director is entitled to rely upon
are:

a. One or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the
matters presented;

b.  Counsel, public accountants, or other persons as to matters which
the director reasonably believes to be within such persons'
professional or expert competence; or

37

C.  A committee of the board upon which he does not serve, duly
designated in accordance with the provisions of the articles of
incorporation or the bylaws, as to matters within its designated
authority, which committee the director reasonably believes to merit
confidence.

Section 3. Number, Tenure and Qualifications.  The number of directors
of the corporation shall be fixed from time to time by resolution of
the board of directors, but in no instance shall there be less than
one director or that number otherwise required by law.  Each director
shall hold office until the next annual meeting of shareholders or
until his successor shall have been elected and qualified.  Directors
need not be a residents of the State of Colorado or shareholders of
the corporation.  It is understood, however, that in the event that
there are fewer than three shareholders in the corporation, the
shareholders shall have the right to amend this Article to reduce the
number of directors to correspond with the number of shareholders
existing at the time of such amendment.

Section 4. Regular Meetings.  A regular meeting of the board of
directors shall be held without other notice than this by-law
immediately after, and at the same place as, the annual meeting of
shareholders.  The board of directors may provide, by resolution, the
time and place, either within or without the State of Colorado, for
the holding of additional regular meetings without other notice than
such resolution.

Section 5. Special Meetings.  Special meetings of the board of
directors may be called by or at the request of the president or any
two directors.  The person or persons authorized to call special
meetings of the board of directors may fix any place, either within or
without the State of Colorado, as the place for holding any special
meeting of the board of directors called by them.

Section 6. Notice.  Notice of any special meeting shall be given at
least five days previously thereto by written notice delivered
personally or mailed to each director at his business address, or by
telegram.  If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, so addressed, with postage
thereon prepaid.  If notice be given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph
company.  Any director may waive notice of any meeting.  The
attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.  Neither the
business to be transacted at, nor the purpose of, any regular or
special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.

Section 7. Vacancies.  Any vacancy occurring in the board of directors
may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the board of directors.  A
director elected to fill a - vacancy shall be elected for the
unexpired term of his predecessor in office.  Any directorship to be
filled by reason of an increase in the number of directors may be
filled by election by the board of directors for a term of office
continuing only until the next election of directors by the
shareholders.

Section 8. Quorum.  A majority of the number of directors fixed by
Section 2., shall constitute a quorum for the transaction of business
at any meeting of the board of directors, but if less than such
majority is present at a meeting, a majority of the directors present
may adjourn the meeting from time to time without further notice.

Section 9. Manner of acting.  Except as otherwise required by law or
by the articles of incorporation, the act of the majority of the
directors present at a meeting at which a quorum is present shall be
the act of the board of directors.

Section 10. Compensation.  By resolution of the board of directors,
any director' may be paid any one or more of the following: His
expenses, if any, of attendance at meetings; a fixed sum for
attendance at each meeting; or a stated salary as director.  No such
payment shall preclude any director from serving the corporation in
any other capacity and receiving compensation therefor.

38

Section 11. Presumption of Assent.  A director of the corporation who
is present at a meeting of the board of directors at which action on
any corporate matter is taken shall be presumed to have assented to
the action taken unless his dissent shall be entered in the minutes of
the meeting or unless he shall file his written dissent to such action
with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail
to the secretary of the corporation immediately after the adjournment
of the meeting.  Such right to dissent shall not apply to a director
who voted in favor of such action.

Section 12.  Executive Committee.  The board of directors, by
resolution adopted by a majority of the number of directors fixed by
Section 2 may designate two or more directors to constitute an
executive committee, which shall have and may exercise all of the
authority of the board of directors or such lesser authority as may be
set forth in said resolution.  No such delegation of authority shall
operate to relieve the board of directors or any member of the board
from any responsibility imposed by law.

Section 13. Informal Action by Directors.  Any action required or
permitted to be taken at a meeting of the directors may be taken
without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the directors entitled to vote with
respect to the subject matter thereof.  Such consent shall have the
same force and effect as a unanimous vote of the directors, and may be
stated as such in any articles or documents filed with the Secretary
of State of Colorado under the Colorado Corporation Code.

Section 14.  Participation by Electronic Means.  Any members of the
board of directors or any committee designated by such board may
participate in a meeting of the board of directors or committee by
means of a telephone conference or similar communications equipment by
which all persons participating in the meeting can hear each other at
the same time.  Such participation shall constitute presence in person
at the meeting.

Section 15.  Resignation.  Any director of the corporation may resign
at any time by giving written notice to the president or the secretary
of the corporation.  The resignation of any director shall take effect
upon receipt of notice thereof or at such later time as shall be
specified in such notice; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.  When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in
office, including those who have so resigned, shall have power to fill
such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective.

Section 16. Removal.  Any director or directors of the corporation may
be removed at any time, with or without cause, in the manner provided
in the Colorado Corporation Code.

ARTICLE FOUR
Officers and Agents

Section 1. General.  The officers of the corporation shall be a
president, one or more vice presidents, a secretary and a treasurer.
The board of directors may appoint such other officers, assistant
officers, committees and agents, including a chairman of the board,
assistant secretaries and assistant treasurers, as they may consider
necessary, who shall be chosen in such manner and hold their offices
for such terms and have such authority and duties as from time to time
may be determined by the board of directors.  The salaries of all the
officers of the corporation shall be fixed by the board of directors.
One person may hold any two offices, except that no person may
simultaneously hold the offices of president, and secretary.  In all
cases where the duties of any officer, agent or employee are not
prescribed by the bylaws or by the board of directors, such officer,
agent or employee shall follow the orders and instructions of the
president.

Section 2. Election and Term of Office.  The officers of the
corporation shall be elected by the board of directors annually at the
first meeting of the board held after each annual meeting of the
shareholders.  If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as
conveniently may be.  Each officer shall hold office until the first
of the following to occur: Until his successor shall have been duly

39

elected and shall have qualified; or until his death; or until he
shall resign; or until he shall have been removed in the manner
hereinafter provided.

Section 3. Removal.  Any officer or agent may be removed by the board
of directors or by the executive committee whenever in its judgment
the best interests of the corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of
the person so removed.  Election or appointment of an officer or agent
shall not in itself create contract rights.

Section 4. Vacancies.  A vacancy in any office, however occurring, may
be filled by the board of directors for the unexpired portion of the
term.

Section 5. President.  The president shall, subject to the direction
and supervision of the board of directors, be the chief executive
officer of the corporation and shall have general and active control
of its affairs and business and general supervision of its officers,
agents and employees.  He shall, unless otherwise directed by the
 board of directors, attend in person or by substitute appointed by
him, or shall execute on behalf of the corporation written instruments
appointing a proxy or proxies to represent the corporation, at all
meetings of the stockholders of any other corporation in which the
corporation shall hold any stock.  He may, on behalf of the
corporation, in person or by substitute or by proxy, execute written
waivers of notice and consents with respect to any such meetings.  At
all such meetings and otherwise, the president, in person or by
substitute or proxy as aforesaid, may vote the stock so held by the
corporation and may execute written consents and other instruments
with respect to such stock and may exercise any and all rights and
powers incident to the ownership of said stock, subject however to the
instructions, if any, of the board of directors.  The president shall
have custody of the treasurer's bond, if any.

Section 6. Vice Presidents.  The vice presidents shall assist the
president and shall perform such duties as may be assigned to them by
the president or by the board of directors.  In the absence of the
president, the vice president designated by the board of directors or
(if there be no such designation) designated in writing by the
president shall have the powers and perform the duties of the
president.  If no such designation shall be made all vice presidents
may exercise such powers -and perform such duties.

Section 7. The Secretary.  The secretary shall: (a) Keep the minutes
of the proceedings of the shareholders, executive committee and the
board of directors; (b) See that all notices are duly given in
accordance with the provisions of these bylaws or as required by law;
(c) Be custodian of the corporate records and of the seal of the
corporation and affix the seal to all documents when authorized by the
board of directors; (d) Keep at its registered of f ice or principal
place of business within or outside Colorado a record containing the
names and addresses of all shareholders and the number and class of
shares held by each, unless such a record shall be kept at the office
of the corporation's transfer agent or registrar; (e) Sign with the
president, or a vice president, certificates for shares of the
corporation, the issuance of which shall have been authorized by
resolution of the board of directors; (f) Have general charge of the
stock transfer books of the corporation, unless the corporation has a
transfer agent; and (g) In general, perform all duties incident to the
office of secretary and such other duties as from time to time may be
assigned to him by the president or by the board of directors.
Assistant secretaries, if any, shall have the same duties and powers,
subject to supervision by the secretary.

Section 8. Treasurer.  The treasurer shall be the principal financial
officer of the corporation and shall have the care and custody of all
funds, securities, evidences of indebtedness and other personal
property of the corporation and shall deposit the same in accordance
with the instructions of the board of directors.  He shall receive and
give receipts and acquittances for monies paid in one account of the
corporation, and shall pay out of the funds on hand all bills,
payrolls and other just debts to the corporation of whatever nature
upon maturity.  He shall perform all other duties incident to the
office of the treasurer and, upon request of the board, shall make
such reports to it as may be required at any time.  He shall, if
required by the board, give the corporation a bond in such sums and
with such sureties as shall be satisfactory to this board, conditioned

40

upon the faithful performance of his duties and for the restoration to
the corporation of all books, papers, vouchers, money and other
property of whatever kind in his possession or under his control
belonging to the corporation.  He shall have such other powers and
perform such other duties as may be from time to time prescribed by
the board of directors or the president.  The assistant treasurers, if
any, shall have the same powers and duties, subject to the supervision
of the treasurer.

The treasurer shall also be the principal accounting officer of the
corporation.  He shall prescribe and maintain the methods and systems
of accounting to be followed, keep complete books and records of
account, prepare and file all local, state and federal tax returns,
prescribe and maintain an adequate system of internal audit, and
prepare and furnish to the president and the board of directors
statements of account showing the financial position of the company
and the results of its operations.

ARTICLE FIVE
Contracts, Loans, Checks and Deposits

Section 1. Contracts.  The board of directors may authorize any
officer or officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific
instances.

Section 2. Loans.  No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its
name unless authorized by a resolution of the board of directors.
Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, etc.  All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness
issued in the name of the corporation shall be signed by each such
officer or officers, agent or agents of the corporation and in such
manner as shall from time to time be determined by resolution of the
board of directors.

Section 4. Deposits.  All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the
corporation in such banks, trust companies or other depositories as
the board of directors may select.

ARTICLE SIX
Stock

Section 1. Certificates.  The shares of stock shall be represented by
consecutively numbered certificates signed in the name of the
corporation by its president or a vice president and the secretary or
an assistant secretary, and shall be sealed with the seal of the
corporation, or with a facsimile thereof.  The signatures of the
corporation's officers on such certificate may also be facsimiles if
the certificate is countersigned by a transfer agent, or registered by
a registrar, other than the corporation, itself or an employee of the
corporation.  In case any officer who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by
the corporation with the same effect as if he were such officer at the
date of this issue. certificates of stock shall be in such form
consistent with law as shall be prescribed by the board of directors.
No certificate shall be issued until the shares represented thereby
are fully paid.

Section 2. Consideration for Shares. Shares shall be issued for such
consideration, expressed in dollars (but not less than the par value
thereof) as shall be fixed from time to time by the board of
directors.  Treasury shares shall be disposed of for such
consideration expressed in dollars as may be fixed from time to time
by the board.  Such consideration may consist, in whole or in part of
money, other property, tangible or intangible, or in labor or services
actually performed for the corporation, but neither promissory notes
nor future services shall constitute payment or part payment for
shares.

Section 3. Lost Certificates.  In case of the alleged loss,
destruction or mutilation of a certificate of stock the board of
directors may direct the issuance of a new certificate in lieu thereof

41

upon such terms and conditions in conformity with law as it may
prescribe.  The board of directors may in its discretion require a
bond in such form and amount and with such surety as it may determine,
before issuing a new certificate.

Section 4. Transfer of Shares.  Subject to the terms of any
shareholder agreement relating to the transfer of shares or other
transfer restrictions contained in the articles of incorporation or
authorized therein, shares of the corporation shall be transferable on
the books of the corporation by the holder thereof in person or by his
duly authorized attorney, upon surrender and cancellation of a
certificate or certificates for a like number of shares.  Upon
presentation and surrender of a certificate for shares properly
endorsed and payment of all taxes therefor, the transferee shall be
entitled to a new certificate or certificates in lieu thereof.  As
against the corporation, a transfer of shares can be made only on the
books of the corporation and in the manner hereinabove provided, and
the corporation shall be entitled to treat the holder of record of any
share as the owner thereof and shall not be bound to recognize any
equitable or other claim to or interest in such share on the part of
any other person, whether or not it shall have express or other notice
thereof, save as expressly provided by the statutes of the State of
Colorado.

Section 5. Transfer Agents, Registrars and Paying Agents.  The board
may at its discretion appoint one or more transfer agents, registrars
and agents for making payment upon any class or stock, bond, debenture
or other security of the corporation.  Such agents and registrars may
be located either within or outside Colorado.  They shall have such
rights and duties and shall be entitled to such compensation as may be
agreed.

ARTICLE SEVEN
Dividends

The board of directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner
and upon which the terms and conditions provided by law and its
articles of incorporation.

ARTICLE EIGHT
Emergency Bylaws

The emergency bylaws provided in this section shall be operative
during any emergency in the conduct of the business of the corporation
resulting from an attack on the United States or any nuclear or atomic
disaster, notwithstanding any different provision in the preceding
articles of the bylaws or in the articles of incorporation of the
corporation or in the Colorado Corporation Code.  To the extent not
inconsistent with the provisions of this Article, the bylaws provided
in the preceding articles shall remain in effect during such emergency
and upon its termination the emergency bylaws shall cease to be
operative.

During any such emergency:

a. A meeting of the board of directors may be called by any officer of
director of the corporation.  Notice of the time and place of the
meeting shall be given by the person calling the meeting to such of
the directors as it may be feasible to reach by any available means of
communication.  Such notice shall be given at such time in advance of
the meeting as circumstances permit in the judgment of the person
calling the meeting.

b. At any such meeting of the board of directors, a quorum shall
consist of the number of directors in attendance at such meeting.

c. The board of directors, either before or during any such emergency,
may, effective in the emergency, change the principal of f ice or
designate several alternative principal of f ices or regional offices,
or authorize the officers so to do.

d. The board of directors, either before or during any such emergency,
may provide, and from time to time modify, lines of succession in the
event that during such an emergency any or all officers or agents of
the corporation shall for any reason be rendered incapable of
discharging their duties.

42

e. No officer, director or employee acting in accordance with these
emergency bylaws shall be liable except for willful misconduct.

f. These emergency bylaws shall be subject to repeal or change by
further action of the board of directors or by action of the
shareholders, but no such repeal or change shall modify the provisions
of the next preceding paragraph with regard to action taken prior to
the time of such repeal or change.  Any amendment of these emergency
bylaws may make any further or different provision that may be
practical and necessary for the circumstances of the emergency.

ARTICLE NINE
Miscellaneous

Section 1. Waivers of Notice.  Whenever notice is required by law, by
the articles of incorporation or by these bylaws, a waiver thereof in
writing signed by the director, shareholder or other person entitled
to said notice, whether before, or after the time stated therein, or
his appearance at such meeting in person or (in case of a
shareholder's meeting) by proxy, shall be equivalent to such notice.

Section 2. Seal.  The corporate seal of the corporation shall be
circular in form and shall contain the name of the corporation, the
words, "Seal, Colorado."

Section 3. Fiscal Year.  The fiscal year of the corporation shall be
as established by the board of directors.

Section 4. Amendments.  The board of directors shall have power to
make, amend and repeal the bylaws of the corporation at any regular
meeting of the board or at any special meeting called for the purpose.




NUMBER                                                        SHARES

                       GREAT EXPECTATIONS AND ASSOCIATES, INC.
            Incorporated Under the Laws of the State of Colorado

Common Stock Par Value $.0001                              CUSIP

            THIS CERTIFIES THAT

              IS THE OWNER OF

FULLY PAID and NONASSESSABLE Shares of Great Expectations and
Associates, Inc., transferable only on the books of the Corporation
by the holder hereof in person or by duly authorized attorney upon
surrender of this Certificate properly endorsed.   This certificate
is not valid unless countersigned and registered by the Transfer
Agent and Registrar

    Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.


Secretary                                                   President


 


   5

                                                           
                                               YEAR
                                        OCT-31-1999
                                             OCT-31-1999
                                                           0
                                                     0
                                                    0
                                                     0
                                                      0
                                            13,599
                                                           0
                                                   0
                                              13,599
                                        4,000
                                                          0
                                                    21,129
                                            0
                                                      0
                                                 (11,530)
                                13,599
                                                          0
                                                 0
                                                            0
                                                    0
                                               697
                                                 0
                                               0
                                            (11,530)
                                                     0
                                        (11,530)
                                                   0
                                                  0
                                                        0
                                               (11,530)
                                                    0
                                                    0