ALPHA RESOURCES INC /DE/
424B1, 2000-07-25
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PROSPECTUS
                              ALPHA RESOURCES, INC.
                              --------------------

                            A Minimum of 10,000 Units
                                       and
                            A Maximum of 20,000 Units

                         Offering Price: $6.00 Per Unit

         A minimum of 10,000  Units and a maximum of 20,000  Units at a price of
$6.00 per Unit are being offered by Alpha Resources, Inc. (the "Company").  Each
Unit  consists  of 60 shares of common  stock,  par value  $0.001 per share (the
"Common  Stock"),  of the  Company.  The  offering  price of the  Units has been
arbitrarily  determined by the Company,  and bears no relationship to the assets
or book value of the Company or any other  recognized  criteria  of value.  (See
"DESCRIPTION  OF  SECURITIES"  and "PLAN OF  DISTRIBUTION").  This offering (the
"Offering")  shall be  completed  and shall  terminate no later than ninety (90)
days from the date of this  Prospectus  (or up to a total of one hundred  eighty
(180) days from the date of this Prospectus,  at the option of the Company).  If
the Company  does not sell at least 10,000  Units prior to  termination  of this
offering  within  such time  period,  all  proceeds  received  will be  promptly
refunded to subscribers,  in full,  without interest or deduction  therefrom for
commissions or expenses.  The existing  officers and directors reserve the right
to acquire up to the minimum number of Units in this offering.

         This Offering will be conducted in accordance with Rule 419 promulgated
under  the  Securities  Act of 1933,  as  amended  ("Securities  Act").  The net
Offering proceeds and the securities to be issued to investors must be deposited
in  an  escrow  account  (the  "Deposited  Funds"  and  "Deposited  Securities,"
respectively).  While held in the escrow account,  the Deposited  Securities may
not be traded or  transferred.  Except for an amount up to 10% of the  Deposited
Funds  (estimated at $12,000,  if the entire Offering is sold, or at $6,000,  if
only the minimum Offering is sold) which is releasable to the Company under Rule
419, the Deposited Funds and the Deposited  Securities may not be released until
an acquisition meeting certain specified criteria has been made and a sufficient
number of investors  reaffirm their investment in accordance with the procedures
set forth in Rule 419.  Pursuant to these  procedures,  a new prospectus,  which
describes  an  acquisition  candidate  and its  business  and  includes  audited
financial  statements,  will be  delivered  to all  investors.  The Company must
return the pro rata portion of the Deposited  Funds to any investor who does not
elect to remain an investor.  Unless a sufficient  number of investors  elect to
remain  investors,  all  investors  will be entitled to the return of a pro rata
portion of the Deposited  Funds (without any interest earned thereon and none of
the Deposited Securities will be issued to investors). If an acquisition meeting
all the requirements of Rule 419, including  reconfirmation by investors in this
Offering,  is not consummated  within 18 months of the date of this  Prospectus,
the  Deposited  Funds held in escrow shall be returned to all investors on a pro
rata basis within five business days by first class mail or other equally prompt
means. (See "PROSPECTUS SUMMARY: Investors' Rights to Reconfirm Investment Under
Rule 419").

         THE SECURITIES OFFERED INVOLVE A VERY HIGH DEGREE OF RISK AND IMMEDIATE
SUBSTANTIAL  DILUTION,  AND SHOULD BE  CONSIDERED  ONLY BY THOSE PERSONS WHO CAN
AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. (See "RISK FACTORS").

         THESE   SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE
SECURITIES  AND  EXCHANGE  COMMISSION,  NOR HAS  THE  COMMISSION  PASSED  ON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS, ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>

----------------------------- ----------------------------- ---------------------------- ----------------------------
                                                                 Underwriting
                                   Offering Price                Discounts and                 Proceeds
                                      to public                  Commissions (1)             to Company(2)
----------------------------- ----------------------------- ---------------------------- ----------------------------
<S>                           <C>                           <C>                          <C>
Per Unit Total (3)                       $ 6.00                         --                           6.00
----------------------------- ----------------------------- ---------------------------- ----------------------------
   Minimum                              $60,000                         --                         60,000
----------------------------- ----------------------------- ---------------------------- ----------------------------
   Maximum                             $120,000                         --                        120,000
----------------------------- ----------------------------- ---------------------------- ----------------------------
</TABLE>

                  The date of this Prospectus is July 10, 2000


<PAGE>

                              ALPHA RESOURCES, INC.



(1)      No  underwriting  discount or commission  will be paid to any person in
         connection with this Offering.  Upon  completion of this Offering,  the
         entire proceeds of this Offering will be received by the Company.

(2)      Before deducting expenses of the Offering payable by the Company
         estimated at $27,000.

(3)      The  Offering  is being  conducted  by the  Company  on a best  efforts
         "10,000 Unit minimum,  20,000 Unit maximum"  basis. In the event that a
         minimum of 10,000 Units having a gross subscription price of $60,000 is
         not sold within 90 days following the effective date of this Prospectus
         (unless extended by the Company for an additional  period not to exceed
         an additional 90 days),  all proceeds raised will be promptly  returned
         to investors,  without paying interest and without  deducting any sales
         commissions or expenses of the Offering.  All proceeds from the sale of
         Units will be placed in escrow with Continental  Stock Transfer & Trust
         Company no later than noon of the next business day following  receipt.
         Subscribers  will  not  have  the use of  their  funds,  will  not earn
         interest on funds in escrow,  and will not be able to obtain  return of
         funds deposited in escrow unless and until the minimum  Offering period
         expires.  In the event the  minimum  number of Units is sold within the
         Offering  period,  the Offering  will  continue  until (i) three months
         following the date of this Prospectus,  (ii) all 20,000 Units are sold,
         or (iii) the Offering is  terminated by the Company,  whichever  occurs
         first.  (See "PLAN OF  DISTRIBUTION").  Assuming  10,000 Units are sold
         within  the  Offering   period,   the  Deposited  Funds  and  Deposited
         Securities  will be held in escrow and investors  will not have the use
         of the  Deposited  Funds  or the  right  to  receive  and  deal  in the
         Deposited Securities until released in accordance with the requirements
         of Rule 419.  Such  release may be as long as 18 months  following  the
         date of this Prospectus. (See "PROSPECTUS SUMMARY: Investors' Rights to
         Reconfirm Investment Under Rule 419.")

         FEDERAL LAW  REQUIRES  THAT ANY BROKER OR DEALER  PARTICIPATING  IN THE
ISSUANCE OF CERTAIN SECURITIES,  INCLUDING THOSE OFFERED HEREBY,  DELIVER A COPY
OF THE  PROSPECTUS  TO ANY PERSON WHO IS EXPECTED TO RECEIVE A  CONFIRMATION  OF
SALE AT LEAST 48 HOURS PRIOR TO THE MAILING OF SUCH CONFIRMATION.

         THE UNITS  HAVE BEEN  REGISTERED  ONLY IN THE STATE OF NEW YORK AND MAY
ONLY BE SOLD TO  PERSONS  WHO ARE  RESIDENTS  OF SUCH  STATE.  IF THE  UNITS ARE
REGISTERED  IN ANY OTHER  STATES,  THE  COMPANY  WILL AMEND THIS  PROSPECTUS  TO
REFLECT SUCH ADDITIONAL REGISTRATION.

         THE  STATES OF  CONNECTICUT,  IDAHO,  AND  SOUTH  DAKOTA  HAVE  ADOPTED
REGULATIONS THAT MAY PROHIBIT PURCHASES OF THE COMPANY'S  SECURITIES WITHIN SUCH
STATES IN ANY SUBSEQUENT TRADING MARKET WHICH MAY DEVELOP. ACCORDINGLY, A LEGEND
WILL BE PLACE ON ALL  CERTIFICATES  REPRESENTING THE COMMON STOCK UNDERLYING THE
UNITS  PROHIBITING  SALE OF THE  UNITS  AND/OR  COMMON  STOCK IN THE  STATES  OF
CONNECTICUT, IDAHO, AND SOUTH DAKOTA.

         The  Units  are  offered  by the  Company,  subject  to prior  sale and
withdrawal or  cancellation  of the Offering,  without  notice,  by the Company.
Offers to purchase  and sales by the Company are subject to: (a)  acceptance  by
the Company;  (b) the sale of the minimum number of Units specified herein;  (c)
the release and  delivery to the Company of the  proceeds of this  Offering  and
delivery of the securities in accordance with Rule 419; and (e) the right of the
Company to reject any and all offers to purchase.

         None of the Company's officers,  directors, and promoters, and no other
affiliate of the Company,  has had any preliminary  contact or discussions  with
any  representative  of  any  other  company  regarding  the  possibility  of an
acquisition or merger between the Company and such other company (see "BUSINESS:
General").  None of the Company's  officers or directors will participate in the
making of this  Offering  other than by the  delivery of this  Prospectus  or by
responding  to inquiries by  prospective  purchasers.  Such  responses  shall be
limited to the information contained in the Registration Statement of which this
Prospectus  is  a  part.  There  are  no  plans,  proposals,   arrangements,  or
understandings  with any  person  with  regard to the  development  of a trading
market in any of the Company's  securities  following an acquisition meeting the
requirements of Rule 419.

         The  Company  proposes  to  provide  to  shareholders,  within 180 days
following  the end of each fiscal year,  an annual  report  containing a general
description of its business operations and financial  statements which have been
examined and reported on, with an opinion expressed by an independent  certified
public accountant. The Company's fiscal year end is December 31.

                                       i
<PAGE>

                               PROSPECTUS SUMMARY

The Company

         Alpha  Resources,  Inc.  (the  "Company")  was  organized as a Delaware
corporation on January 13, 1997. Since inception,  the Company's activities have
been limited to the sale of initial shares in connection  with its  organization
and the preparation of this Offering.  A total of 240,000 shares of Common Stock
have been  issued,  of which  120,000  shares have been  issued to officers  and
directors of the Company,  for an aggregate of $1,200 in cash.  Additional funds
have  been  loaned to the  Company  by its  officers,  directors  and  principal
shareholders,  to cover  Company  expenses.  (See "CERTAIN  TRANSACTIONS.")  The
Company  proposes to evaluate one or more  businesses and ultimately  acquire an
interest  or  otherwise  participate  in a  business.  As of the  date  of  this
prospectus, no specific businesses have been investigated by the Company, and it
does not propose to engage in the evaluation of any such  businesses  unless and
until the successful completion of the Offering.  Consequently,  the Company has
only generally allocated the net proceeds of this Offering to the search for and
participation in a business.

         The  Company's  offices are located at 901  Chestnut  Street,  Suite A,
Clearwater, FL 33756, where its telephone number is (727) 447-3620.

Investors' Rights to Reconfirm Investment Under Rule 419

         General

         The SEC has  adopted  Rule 419  relating  to "blank  check"  issuers (a
development  stage  company that has no specific  business plan or has indicated
that its plan is to  engage  in a merger  or  acquisition  with an  unidentified
company).  This rule provides that, upon consummation of the Offering,  there be
deposited  into an  escrow  or  special  account  all  proceeds  received,  less
underwriting  commissions  and  expenses,  and all  securities  issued.  The set
Offering  proceeds (less 10% which may be withdrawn for expenses) must remain in
escrow  until  the  earlier  of an  acquisition  meeting  certain  criteria  and
affirmation  of the  Offering,  or 18 months from the date  hereof.  During such
escrow  period,  no trading in the "blank check"  issuer's  securities  may take
place. Inasmuch as the Company is a development stage company planning to engage
in a merger or acquisition  with an  unidentified  company,  the Company will be
subject to Rule 419.

         Deposit of Offering Proceeds and Securities

         Rule 419 requires that the net Offering  proceeds,  after deduction for
underwriting compensation and Offering expenses, and all securities to be issued
be deposited  into an escrow or trust  account  governed by an  agreement  which
contains certain terms and provisions specified by the rule. Under Rule 419, the
Deposited Funds (less 10% otherwise releasable under the rule) and the Deposited
Securities will be released to the Company and to investors,  respectively, only
after the Company has met the following  three  conditions.  First,  the Company
must execute an  agreement  for an  acquisition(s)  meeting  certain  prescribed
criteria.  Second,  the  Company  must  successfully  complete a  reconfirmation
offering which includes  certain  prescribed  terms and conditions.  Third,  the
acquisition(s)   meeting  the  prescribed  criteria  must  be  consummated  (see
"Prescribed  Acquisition  Criteria" and  "Reconfirmation  Offering"  within this
section).  Accordingly,  the Company has entered into an escrow  agreement  with
Continental  Stock  Transfer  Trust  Company,  New York,  New York (the  "Escrow
Agent") which provides that:

                                       1
<PAGE>


         (1)      The net  proceeds  will be  deposited  into an escrow  account
                  maintained by the Escrow Agent  promptly  after the successful
                  completion  of  the  Offering.  Except  for  the  10%  of  the
                  Deposited  Funds,  which may be released to the  Company,  the
                  Deposited  Funds and  interest or dividends  thereon,  if any,
                  will be held for the sole benefit of the  investors and can be
                  invested only in a bank savings account,  a money market fund,
                  or federal government  securities or securities  guaranteed as
                  to principal and interest by the federal government.

         (2)      All securities  issued in connection with the Offering and any
                  other  securities  issued  with  respect  to such  securities,
                  including  securities  issued  with  respect to stock  splits,
                  stock dividends, or similar rights, will be deposited directly
                  into  escrow with the Escrow  Agent  promptly  upon  issuance.
                  Certificates  for the Deposited  Securities  will be issued in
                  the  names  of  the  investors.   Accordingly,  the  Deposited
                  Securities  are deemed to be issued and  outstanding,  and are
                  held by the Escrow Agent for the sole benefit of the investors
                  who retain  all voting  rights,  if any,  with  respect to the
                  Deposited Securities.  The Deposited Securities held in escrow
                  may not be transferred,  disposed of, nor any interest created
                  therein,  other  than  by  will or the  laws  of  descent  and
                  distribution,  or pursuant to a qualified  domestic  relations
                  order as defined by the  Internal  Revenue Code of 1986 or the
                  Employee Retirement Income Security Act.

         (3)      Warrants,   convertible   securities,   or  other   derivative
                  securities  relating  to  securities  held  in  escrow  may be
                  exercised  or  converted  in  accordance   with  their  terms;
                  provided,  however, that the securities received upon exercise
                  or conversion  together  with any cash or other  consideration
                  paid in connection with the exercise or conversion,  are to be
                  promptly deposited into escrow.

         Prescribed Acquisition Criteria

         Rule 419 requires  that,  before the Deposited  Funds and the Deposited
Securities  can be  released,  the  Company  must  first  execute  one  or  more
agreements  to  acquire  one or  more  acquisition  candidates  meeting  certain
specified criteria. The agreement must provide for the acquisition of a business
or assets for which the fair market  value of the business  represents  at least
80%  of  the  Offering  proceeds,   but  excluding   underwriting   commissions,
underwriting expenses, and dealer allowances payable to non-affiliates.  For the
purpose of the Offering,  the estimated  fair value of the business or assets to
be acquired must be at least $74,400 if the entire  Offering is sold, or $26,400
if only the minimum Offering is sold. Once an acquisition  agreement meeting the
above criteria has been  executed,  the Company must  successfully  complete the
mandated reconfirmation  offering and consummate the acquisition.  Any agreement
pertaining to an  acquisition  will include a condition  precedent to the effect
that investors representing 80% of the Offering proceeds must elect to reconfirm
their investment in the Units, all as provided in Rule 419.

         It is possible  that the  Company may propose to acquire a  development
stage  business.  A  business  is in a  development  stage  if  it  is  devoting
substantially  all of its efforts to  establishing  a new  business,  and either
planned principal  operations have not commenced or planned principal operations
have commenced but there have been no significant  revenue  therefrom.  As noted
above,  under Rule 419,  the Company must acquire a business or assets for which
the fair value of the business represents at least 80% of the Offering proceeds,
including  funds received or to be received from the exercise of warrants,  less
certain underwriting expenses.  Accordingly,  the Company's ability to acquire a
business in the development  stage may be limited to the extent it cannot locate
such  businesses  with a fair value high enough to satisfy the  requirements  of
Rule 419.

                                       2
<PAGE>


         Post Effective Amendment

         Once the agreement  governing the acquisition of a business meeting the
above  criteria has been  executed,  Rule 419 requires the Company to update the
registration  statement with a post-effective  amendment (an  "Amendment").  The
Amendment must contain information about: the proposed acquisition candidate (or
candidates,  if more than one) and its  business,  including  audited  financial
statements;  the results of this Offering;  and, the use of the funds  disbursed
from escrow.  The  Amendment  must also include the terms of the  reconfirmation
offer  mandated  by Rule 419.  The  reconfirmation  offer will  include  certain
prescribed  conditions  which must be satisfied  before the Deposited  Funds and
Deposited Securities can be released from escrow.

         Reconfirmation Offering

         The reconfirmation  offer must commence within five business days after
the  effective  date of the  Amendment.  Pursuant to Rule 419,  the terms of the
reconfirmation offer must include the following conditions:

         (1)      The prospectus contained in the Amendment will be sent to each
                  investor  whose  securities  are held in  escrow  within  five
                  business days after the effective date of the Amendment;

         (2)      Each  investor  will have not less than 20,  nor more than 45,
                  business  days from the  effective  date of the  Amendment  to
                  notify the Company in  writing,  that the  investor  elects to
                  remain an investor;

         (3)      If the Company  does not  receive  written  notification  from
                  investors representing 80% of the Offering proceeds (estimated
                  at $74,400 if the entire Offering is sold, or $26,400, if only
                  the  minimum  Offering  is  sold),  within  45  business  days
                  following  the effective  date of their  election to reconfirm
                  their  investments in the Units,  the Deposited Funds (and any
                  related   interest  or  dividends)  held  in  escrow  for  all
                  investors' will be returned to them on a pro rata basis within
                  five business days by first class mail or other equally prompt
                  means;

         (4)      If an  acquisition is  consummated,  any investor who does not
                  reconfirm his investment in the Units,  in writing,  within 45
                  days  following  the  effective  date of the  Amendment,  will
                  receive his pro rata portion of the  Deposited  Funds (and any
                  related   interest  or  dividends)  held  in  escrow  for  all
                  investors'  within five  business  days by first class mail or
                  other equally prompt means;

         (5)      If an acquisition is not  consummated  within 18 months of the
                  date of this  Prospectus,  the Deposited  Funds held in escrow
                  shall  be  returned  to  all  investors  on a pro  rata  basis
                  (without any interest  thereon)  within five  business days by
                  first class mail or other equally prompt means.


                                       3
<PAGE>


         Release of Deposited Securities and Deposited Funds

         The  Deposited  Funds and Deposited  Securities  may be released to the
Company and the investors,  respectively,  after the Escrow Agent has received a
signed  representation  from the Company and any other evidence acceptable to it
that: the Company has executed one or more agreements for the acquisition of one
or more  business for which the fair market value of the business  represents at
least 80% of the Offering  proceeds and has filed the  required  Amendment;  the
Amendment  has  been  declared  effective;  the  mandated  reconfirmation  offer
containing the conditions prescribed by Rule 419 has been completed; the Company
has satisfied all of the prescribed  conditions of the reconfirmation offer; and
the  acquisition  of the  business  with the fair  value of at least  80% of the
Offering proceeds is consummated.


                                       4
<PAGE>

                                  RISK FACTORS

         The purchase of the securities offered hereby involves a high degree of
risk. Each  prospective  investor should  consider,  in addition to the negative
implications  of all material set forth herein,  the following  specific  risks,
particularly  in relation  to your own  financial  circumstances  and ability to
suffer the loss of your entire investment.

Risk Factors Relating to the Company's Business

         No Operating History

         The  Company was  organized  under the laws of the State of Delaware on
January 13, 1997, and has no revenues from operations or meaningful  assets. The
Company  has  not as  yet  identified  any  business  or  product  for  possible
acquisition.  The Company faces all of the risks  inherent in a new business and
those risks  specifically  inherent in the type of business in which the Company
proposes to engage,  namely, the investigation and acquisition of an interest in
a business.  The purchase of the  securities  offered hereby must be regarded as
the placing of funds at a high risk in a new or  "start-up"  venture with all of
the  unforeseen  costs,  expenses,  problems,  and  difficulties  to which  such
ventures are subject. (See "USE OF PROCEEDS" and "BUSINESS.")

         Potential Profit to be Received by Management

         The officers  and  directors  of the Company  currently  own 50% of the
Common Stock presently issued and  outstanding.  The officers and directors paid
an aggregate price of $600 for these shares (See "CERTAIN TRANSACTIONS: Purchase
of Stock at  Organization").  The  officers  and  directors  of the  Company may
actively  negotiate or otherwise consent to the purchase of any portion of their
common  stock as a  condition  to or in  connection  with a  proposed  merger or
acquisition  transaction.  The  proceeds  of this  Offering  will not be used to
purchase,  either  directly or indirectly,  any securities  held by officers and
directors. A premium may be paid on this stock in connection with any such stock
purchase  transactions  and public investors will not receive any portion of the
premium that may be paid.  Furthermore,  the Company's  shareholders  may not be
afforded an opportunity  to approve or consent to any  particular  stock buy-out
transaction.  (See  "BUSINESS:  Acquisition of Business").  Due to the fact that
such  officers and  directors may negotiate to receive such a premium means that
there is a potential for members of  management  to consider  their own personal
pecuniary  benefit  rather  than  the  best  interests  of the  Company's  other
stockholders.  Such conduct may present  management  with  conflicts of interest
and, as a result of such conflicts,  may possibly compromise  management's state
law fiduciary duties to the Company's shareholders.  The Company has not adopted
any policy for resolving such conflicts.

         No finder's fees may be paid,  directly or  indirectly,  by the Company
(out  of  revenues  or  other  funds,  or by the  issuance  of  debt  or  equity
securities),  to officers,  directors,  or  promoters  of the Company,  or their
affiliates and associates. Furthermore, the Company will not pay consulting fees
or salaries to  officers,  directors,  or  promoters  of the  Company,  or their
affiliates  and  associates.  The Company  will  reimburse  clerical  and office
expenses,  such as telephone charges,  copy charges,  overnight courier service,
travel  expenses,  and  similar  costs  incurred  by  officers,  directors,  and
promoters,  and their affiliates and associates,  on Company  matters,  which is
estimated will not exceed, an average $1,000 per month. (See "USE OF PROCEEDS").
Except for such  reimbursement  and the potential sale of stock discussed in the
preceding  paragraph,  there are no  arrangements or methods of payment by which
the officers,  directors,  and promoters,  and their  affiliates and associates,
will  receive  funds,  securities,  or  other  assets  from  the  Company  or in
connection with any acquisition by the Company.


                                       5
<PAGE>


         The Company will not  participate  in a business  combination  with any
entity controlled by an officer,  director, or promoter of the Company, or their
affiliates and associates.

         Lack of Diversification

         The extremely  limited size of the Company,  even after the Offering is
completed,  makes it unlikely  that the Company will be able to commit its funds
to the  acquisition  of  more  than  one  specific  business,  so the  Company's
activities  will not be  diversified.  Therefore,  the success or failure of any
business acquired by the Company will have a substantial  impact on the Company.
(See  "BUSINESS").  Furthermore,  the Company will not engage in the creation of
subsidiary  entities  with  a  view  to  distributing  their  securities  to the
shareholders of the Company.

         No Current Negotiations Regarding an Acquisition or Merger

         None of the  Company's  officers,  directors,  or  promoters,  or their
affiliates and associates,  have had any preliminary contact or discussion,  and
there are no present plans, proposals, arrangements or understandings,  with any
representatives  of  the  owners  of  any  business  or  company  regarding  the
possibility  of  an  acquisition  or  merger  transaction  contemplated  in  the
Prospectus. (See "BUSINESS:
General").

         Failure of Sufficient Number of Investors to Reconfirm Investment

         A business  combination  with a target  business  cannot be consummated
unless, in connection with the reconfirmation offering required by Rule 419, the
Company can successfully convince a sufficient number of investors  representing
80% of the maximum Offering proceeds to elect to reconfirm their investment.  In
such event,  none of the Deposited  Securities hell in escrow will be issued and
the  Deposited  Funds will be returned to investors  on a pro rata basis.  Since
approximately  9% of the gross proceeds may be used for expenses of the Company,
investors will be returned only  approximately  91% of their invested funds plus
any interest that accrues on the Deposited Funds held in escrow.

         Use of Business Acquisition Consultants or Finders

         While it is not  presently  anticipated  that the  Company  will engage
unaffiliated   professional  firms  specializing  in  business  acquisitions  on
reorganizations,  such firms may be retained if management  deems it in the best
interest of the Company.  Compensation to a finder or business  acquisition firm
may take various forms,  including  one-time cash payments,  payments based on a
percentage of revenues or product sales volume,  payments  involving issuance of
equity securities  (including those of the Company), or any combination of these
or other compensation arrangements. The Company estimates that any fees for such
services will not exceed 10% of the amount of the securities issued or cash paid
by the Company to acquire a business.  The Company  will not have funds to pay a
retainer in connection with any consulting arrangement,  and no fee will be paid
unless and until an acquisition  is completed in accordance  with Rule 419. (See
"USE OF PROCEEDS," and "BUSINESS").

         No Assurance of Profitability

         There can be no  assurance  that the Company  will be able to acquire a
favorable  business.  In addition,  even if the Company becomes engaged in a new
business, there can be no assurance that it will be able to generate revenues or
profits therefrom.

                                       6
<PAGE>


         No Assurance of Conventional Financing for the Business Acquired or
         Merged

         Although  there  are  no  specific   business   combinations  or  other
transactions contemplated by management, it may be expected that any such target
business will present such a level of risk that  conventional  private or public
offerings of securities or conventional bank financing would not be available to
the Company once it acquires said business.

         Time to Be Devoted by Management

         The officers and  directors  of the Company  currently  are employed or
engaged  full-time in other  positions or  activities  and will devote only that
amount of time to the affairs of the Company  which they deem  appropriate.  The
amount of time devoted by  management  to the affairs of the Company will depend
on the number and type of businesses  under  consideration at any given time. In
light of the competing demands for their time, it should be anticipated that the
officers and directors will grant priority to their full-time  positions  rather
than the  business  affairs of the  Company.  The  Company  estimates  that each
officer will contribute an average of 10 hours per month to Company matters (See
"MANAGEMENT").

         Conflicts of Interest

         Certain  conflicts  of interest  may exist  between the Company and its
officers  and  directors,  due to the fact that they are  employed  full-time in
other endeavors.  Failure by management to conduct the Company's business in its
best  interest  may  subject  management  to claims by the  Company  and/or  its
shareholders  of  breach of  fiduciary  duty.  (See  "MANAGEMENT:  Conflicts  of
Interest.")

         Dependent on Outside Advisors

         In connection with its  investigation  of a possible  business,  and in
order to  supplement  the business  experience  of  management,  the Company may
employ  accountants,   technical  experts,   appraisers,   attorneys,  or  other
consultants or advisors.  The selection and engagement of any such advisors will
be made by  management  without the approval  from the  Company's  shareholders.
Furthermore,  it is anticipated  that such persons may be engaged by the Company
on an independent  basis without a continuing  fiduciary or other  obligation to
the Company.  The Company has no arrangement or  understanding  to employ any of
its officers or directors as outside advisors. (See "BUSINESS").

         Inability to Evaluate Investments

         The Company's limited funds, and its lack of full-time management, will
likely make it impracticable  to conduct a complete and exclusive  investigation
and analysis of a business. Therefore,  management decisions will likely be made
without detailed feasibility studies,  independent analysis, market surveys, and
the like which, if the Company had more funds available, would be desirable. The
Company  will be  particularly  dependent  in making  decisions  on  information
provided  by the  promoter,  owner,  sponsor,  or  others  associated  with  the
businesses  seeking the  Company's  participation,  and which will have a direct
economic   interest  in  completing  a  transaction   with  the  Company.   (See
"BUSINESS").

         Possible Consequences of Business Reorganization

         It is likely that the Company  will issue  additional  shares of Common
Stock or preferred stock in connection with its potential merger, consolidation,
or other business reorganization,  and that the proceeds of the Offering will be
used in the business of the  acquisition  or merger  candidate (the Company will
not make loans of the net proceeds of the Offering).  The  consequences may be a

                                       7
<PAGE>

change  of  control  of  the  Company;   significant   dilution  to  the  public
shareholders'  investment;  and a material decrease in the public  shareholders'
equity interest in the Company. Since the Company has not made any determination
with respect to the acquisition of any specific business, it cannot speculate on
the form of any potential  business  reorganization  or the amount of securities
which the Company may issue in connection therewith.  The board of directors may
issue  additional  securities of the Company on terms and  conditions  which the
board  of  directors,  in its  sole  discretion,  determines  to be in the  best
interest  of  the  Company  and  without  seeking  shareholder  approval.   (See
"BUSINESS").

         Limited Rights of Shareholders in an Acquisition

         Although  investors may request the return of their investment funds in
connection with the reconfirmation  offering required by Rule 419, the Company's
shareholders  may not be  afforded  an  opportunity  specifically  to approve or
disapprove any particular business  reorganization or acquisition.  Except under
certain  circumstances,  the directors of the Company will be able to consummate
an acquisition by or of the Company without the approval of the  shareholders of
the company.  Under  applicable  corporate  law,  only in the event of a merger,
consolidation,  or sale of all or substantially all of the assets of the Company
(but not a target company), will a shareholder of this Company have the right to
object to the merger,  consolidation,  or sale and assert his or her dissenter's
right to appraisal of his or her shares. If an acquisition is consummated in the
form of an exchange of  securities,  no shareholder of the Company will have the
right to object thereto and claim dissenter's rights.

         Limitation on Acquisitions

         The Company is subject to Rule 419 and certain  reporting  requirements
of the  Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  and
will be required to furnish certain information about significant  acquisitions,
including audited financial statements for the company(s) acquired for one, two,
or three years, depending on the relative size of the acquisition. Consequently,
the  acquisition  prospects  available to the Company  would be limited to those
that can provide the required  audited  financial  statements.  (See  "BUSINESS:
Selection of a Business").

         Leverage

         A business acquired through a leveraged  buy-out,  i.e.,  financing the
acquisition  of the  business by  borrowing  on the assets of the business to be
acquired,  will be profitable only if it generates  enough revenues to cover the
related debt and expenses.  This practice could increase the Company's  exposure
to larger losses. There can be no assurance that any business acquired through a
leveraged  buy-out will generate  sufficient  revenues to cover the related debt
and  expenses.  The use of leverage to  consummate  a business  combination  may
reduce  the  ability  of the  Company  to  incur  additional  debt,  make  other
acquisitions,  or declare dividends, and may subject the Company's operations to
strict financial controls and significant  interest expense.  It may be expected
that the Company will have few, if any,  opportunities to utilize leverage in an
acquisition.  Even if the Company is able to identify a business  where leverage
may be used,  there is no assurance  that  financing  will be  available,  or if
available, on terms acceptable to the Company. (See "BUSINESS: Leverage")

         Competition

         The  search  for   potentially   profitable   businesses  is  intensely
competitive. The Company expects to be at a disadvantage in competing with firms
which have  substantially  greater  financial and management  resources than the
Company. It is expected this competitive condition will exist in any industry in
which the Company may become engaged. (See `BUSINESS").


                                       8
<PAGE>

         Issuance of Preferred Stock

         The Company  currently  has  authorized  5,000,000  shares of preferred
stock,  par value $0.001 per share.  No shares of preferred stock are issued and
outstanding.  Although the Company's board of directors has no present intention
to do so, it has the authority, without action by the Company's shareholders, to
issue the  authorized  and  unissued  preferred  stock in one or more series and
determine  the voting  rights,  preferences  as to  dividends  and  liquidation,
conversion rights, and other rights of any such series.  Such shares may, if and
when  issued,   have  rights  superior  to  those  of  the  Common  Stock.  (See
"DESCRIPTION OF SECURITIES").

         Governmental Regulation

         The use of assets  and/or  conduct of  business  which the  Company may
acquire could be subject to governmental  regulations,  including  environmental
and taxation matters,  which regulations would have a materially  adverse affect
on the use of such assets and/or conduct of such businesses. (See "BUSINESS").

General Risks Relating to Investment

         No Access to Investors' Funds While Held in Escrow

         The Units are offered on a "best  efforts"  basis,  and no  individual,
firm,  or  corporation  has agreed to  purchase  or take down any of the offered
Units.  Consequently,  there is no assurance that the required minimum number of
Units (10,000),  will be sold during the minimum Offering period, which may last
as long as six  months,  or if the  10,000  Units are sold  within  the  minimum
Offering period,  that all 20,000 Units will be sold during the Offering period.
Provisions  have been made to  deposit  in escrow  the funds  received  from the
purchase of Units,  and in the event $60,000 is not received within three months
following the effective date of this Prospectus  (unless extended by the Company
for an additional period not to exceed three months), proceeds so collected will
be promptly  refunded to investors without paying interest and without deducting
sales commissions or expenses.  During this initial Offering period of up to six
months, subscribers cannot earn interest on their funds and have no right to the
return or use of their funds (See "PLAN OF DISTRIBUTION.")

         Following  sale of at least  the  minimum  number of Units  within  the
prescribed   period,   investors'   funds  (reduced  to  reflect   payments  for
underwriting  compensation and expense amounts,  if any,  otherwise  released as
permitted by Rule 419) will remain in escrow as Deposited Funds.  While interest
will accrue on the Deposited Funds after successful  completion of the Offering,
investors  will have no right to the  return of or the use of their  funds for a
period  of up to 18  months  from  the  date of this  Prospectus.  Prior  to the
expiration  of the  18-month  period  following  the  date of  this  Prospectus,
investors  will be offered  return of their pro rata  portion  of the  Deposited
Funds held in escrow (and interest),  only in connection with the reconfirmation
offering  required to be conducted  upon  execution of an agreement to acquire a
target business which  represents 80% of the maximum Offering  proceeds.  If the
Company is unable to locate a target  businesses  meeting the above  acquisition
criteria,  investors  will have to wait the full 18-month  period  following the
date of this prospectus  before a pro rata portion of their funds (and interest)
is returned.

         Restriction on Sale of Units Held in Rule 419 Escrow Account

         Under  Rule  419,  the  Company  must  deposit  in  a  special  account
securities issued and funds received in its initial Offering.  According to Rule
15g-8 adopted under Exchange Act, it is unlawful for any person to sell or offer
to sell the Units (or any  interest in or related to the Units) held in the Rule
419 account other than pursuant to a qualified  domestic  relations  order. As a


                                       9
<PAGE>


result,  contracts  for  sale  to be  satisfied  by  delivery  of the  Deposited
Securities  (e.g.  contracts for sale on a when, as, and if issued  basis),  and
sales of  derivative  securities  to be settled  by  delivery  of the  Deposited
Securities (e.g.  physically-settled option on the securities),  are prohibited.
Rule 15g-8 also prohibits sales of other  interests based on the Units,  whether
or not physical delivery is required. Accordingly, investors will not be able to
liquidate  their  investment  in  the  Units  unless  and  until  the  Deposited
Securities  are released from escrow as provided in Rule 419.  Therefore,  there
will be no trading  market for the Units  following  completion of the Offering.
Even if the Deposited  Securities are released from escrow  following a business
acquisition pursuant to Rule 419, there can be no assurance that a public market
for the Company's securities will develop. As a result,  purchasers of the Units
offered may not be able to liquidate their investment readily, if at all.

         Resale Prohibited in Certain States

         The  states of  Connecticut,  Idaho,  and  South  Dakota  have  adopted
regulations  that may  prohibit  sale of the  Company's  Units  in those  states
following  release of the Units from  escrow  under Rule 419.  All  certificates
representing  the  Common  Stock  underlying  the  Units  will  contain a legend
prohibiting  resale of the Units and/or Common Stock the states of  Connecticut,
Idaho, and South Dakota.

         Dependence on Successful Completion of the Offering

         The Company is dependent on  successful  completion of this Offering to
implement  its  proposed  business  plan.   Furthermore,   if  the  Offering  is
unsuccessful,  it is likely that present  shareholders  of the Company will lose
their entire  investment  since the Company will have no working  capital  after
paying certain expenses associated with this Offering. (See "BUSINESS.")

         Disproportionate Risks

         Upon the sale of all Units offered hereby  (assuming  allocation of the
public Offering price solely to the Common Stock) present shareholders would own
approximately 17% of the then outstanding shares of the Company,  for which they
would have paid $1,200 or  approximately  1% of the then invested capital of the
Company,  and the  persons  purchasing  shares in this  Offering  would then own
approximately 83% of the then outstanding  shares, for which they will have paid
$120,000 or approximately 99% of the then invested capital.  If only the minimum
number of Units is sold,  existing  shareholders  would own approximately 29% of
the stock  outstanding  for which they would have paid  approximately  2% of the
total  capital  invested,  as  compared  to  public  shareholders  who would own
approximately  71% of the stock  outstanding  for  which  they  would  have paid
$60,000  or  approximately  98% of the  total  capital  invested.  Consequently,
purchasers  in  this  Offering  will  bear  a  disproportionately  greater  risk
investing  in the  Company  than its  present  shareholders.  (See  "COMPARATIVE
DATA.")

         Substantial and Immediate Dilution to Public

         Persons purchasing Units in this Offering will suffer a substantial and
immediate  dilution to the net  tangible  book value of their  shares  below the
public  Offering  price.  Giving  effect to the sale of all offered  Units,  the
Company would have a net tangible book value of approximately $.046 per share so
that persons purchasing Units in the Offering would suffer an immediate dilution
of $.158 per  share or 54% from the  Offering  price of $6.00  per Unit.  Giving
effect to the sale of the minimum  number of Units,  the net tangible book value
of the Company would be approximately $.007 per share or similar dilution to the
public  investors of $.119 per share or 93% of the public Offering  price.  (See
"DILUTION.")

                                       10
<PAGE>


         Lack of Revenue and Dividends

         The Company has had no earnings and cannot  predict  when,  if ever, it
will realize any material revenue or realize a profit from any operations it may
subsequently  undertake.  The Company has paid no dividends and does not propose
to do so in the foreseeable future.

         Arbitrary Offering Price

         The Offering price of the Units does not bear any  relationship  to the
assets,  book value, or net worth of the Company or any other generally accepted
criteria  of value,  and should not be  considered  to be an  indication  of the
actual value of the Company.  The Offering price was  arbitrarily  determined by
the Company. (See "PLAN OF DISTRIBUTION.")

         Possible sale of Common Stock Pursuant to Rule 144

         All  of  the  Company's   240,000  shares  of  Common  Stock  presently
outstanding  are "restricted  securities"  and, in the event a public market for
the Common Stock  develops in the future,  120,000 of such shares were  eligible
for sale in December  1998, in reliance on Rule 144 adopted under the Securities
Act, if certain requirements are met. Investors should be aware that sales under
Rule 144 may have a depressive effect on the price of the Company's stock in any
market which may develop. (See "DESCRIPTION OF SECURITIES.")


                                       11
<PAGE>

                                    DILUTION

         As of March 31, 2000,  the Company had an unaudited  net tangible  book
value deficit (total  tangible assets less total  liabilities) of $26,901,  or a
net  tangible  book value  deficit  per share of Common  Stock of  approximately
$(0.112). The table below sets forth the dilution to persons purchasing Units in
this Offering  without  taking into account any changes in the net tangible book
value of the Company  after March 31,  2000,  except the sale of the minimum and
maximum number of Units offered at the public  Offering price and receipt of the
net proceeds therefrom.

<TABLE>
<CAPTION>


                                   Assuming Minimum Units Sold      Assuming Maximum Units Sold
-----------------------------------------------------------------------------------------------
<S>                                <C>           <C>               <C>         <C>
Public Offering price
  per share(1)                                      $0.10                         $0.10
-----------------------------------------------------------------------------------------------
Net tangible book value
  before Offering(2)                  ($0.112)                        ($0.112)
-----------------------------------------------------------------------------------------------
Increase attributable to purchase of
  Shares by new investors              $0.119                          $0.158
-----------------------------------------------------------------------------------------------
Pro forma net tangible book value
  after Offering(3)                                $0.007                         $0.046
-----------------------------------------------------------------------------------------------
Dilution per share to new investors                $0.093                         $0.044
-----------------------------------------------------------------------------------------------
Percent Dilution                                     93%                            54%
-----------------------------------------------------------------------------------------------

</TABLE>

----------------------------

(1)  Offering  price per share of Common Stock  included in the Units and before
     deduction of Offering expenses and commissions.

(2)  Determined  by dividing  the number of shares of Common  Stock  outstanding
     into the net tangible book value of the Company.

(3)  After deduction of Offering expenses estimated at $27,000.


                                       12
<PAGE>

                                COMPARATIVE DATA

         The following  chart  illustrates  percentage  ownership in the Company
held by the present  shareholders  and by the public  investors in this Offering
and sets forth a comparison of the amounts paid by the present  shareholders and
by the public investors.

<TABLE>
<CAPTION>

                    Total Shares Purchased  Total Consideration  Average Price Per Share
                    ----------------------  -------------------  -----------------------
                         Number      %       Amount       %
                         ------    -----     ------     -----
Minimum Offering
----------------
<S>                   <C>        <C>         <C>        <C>       <C>
  Present Shareholders   240,000    28.6%    $  1,200     2.0%          $0.005

  New Investors          600,000    71.4%    $ 60,000    98.0%           $0.10

Maximum Offering
----------------
  Present Shareholders   240,000    16.7%    $  1,200     1.0%          $0.005

  New Investors        1,200,000    83.3%    $120,000    99.0%           $0.10

</TABLE>


                                       13
<PAGE>

                                 USE OF PROCEEDS

         The net  proceeds to be  received  by the Company  from the sale of all
20,000 Units is estimated at approximately $93,000, after deducting expenses. If
only the minimum  Offering is sold,  the Company  will  receive net  proceeds of
approximately  $33,000.  All of the net  proceeds  must be  deposited  in Escrow
pursuant  to Rule 419.  Except for an amount up to 10% of the  Deposited  Funds,
($12,000,  if the  entire  Offering  is sold,  or  $6,000,  if only the  minimum
Offering is sold),  which is otherwise  releasable under the rule, the Deposited
Funds  may not be  released  until  an  acquisition  meeting  certain  specified
criteria has been made and a  sufficient  number of  investors  reconfirm  their
investment in accordance with the procedures set forth in Rule 419. Accordingly,
the net proceeds of the Offering may be applied as follows:

Items                    Assuming Minimum Units Sold Assuming Maximum Units Sold
-----                    --------------------------- ---------------------------

1.  Company Offering
     Expenses(1)                 $27,000                       $27,000
--------------------------------------------------------------------------------
2.  Funds available for
     investigation and
     evaluation of
     prospective business (2)    $33,000                       $93,000
--------------------------------------------------------------------------------
TOTAL                            $60,000                      $120,000

-----------------------------------

(1)      These expenses represent legal,  accounting,  printing, and other costs
         incurred by the Company in connection  with the Offering.  A portion of
         these  expenses  have been paid by the Company with  advances  from the
         current officers and directors.

(2)      The Company utilizes office space at 901 Chestnut  Street,  Clearwater,
         FL 33756,  provided by a private  company owned by Gerald  Couture,  an
         officer, director and principal shareholder of the Company. The Company
         will not pay rent for this office  space.  The Company  will  reimburse
         clerical and office expenses,  such as telephone charges, copy charges,
         overnight courier service,  travel expenses,  and similar cost incurred
         by Mr. Couture on Company matters,  which is estimated will not exceed,
         an average, $1,000 per month. These funds may also be used to cover the
         expense of legal and accounting  services related to investigation  and
         evaluation of businesses. A portion or all of the funds required to pay
         these  expenses may not be released  until after the  acquisition  of a
         business is  completed  in  accordance  with Rule 419. A portion of the
         funds  available  for a  business  may be  used  to pay a fee or  other
         compensation  to a person or entity,  other than an officer of director
         of the Company,  which submits a business acquired by the Company. (See
         "BUSINESS")

         Presently,   there   are  no   plans,   proposals,   arrangements,   or
understandings with respect to the sale or issuance of additional  securities of
the Company prior to the location of an acquisition or merger candidate.

         After the Company  reaches an agreement for  acquisition of a business,
it is required  by Rule 419 to prepare  and  disseminate  the  Amendment  to all
investors,  which will  describe  the  business to be acquired  and provide more
specific  information  on the use of the net  proceeds  of the  Offering in such
business.

                                       14
<PAGE>


         Except for  reimbursement  of Offering  costs and expenses  incurred by
officers and directors on Company matters described above, no portion of the net
proceeds of the Offering may be paid to officers, directors, promoters, or their
affiliates or associates,  directly or indirectly,  as consultant fees,  officer
salaries,  director fees, purchase of their shares, or other payments. The board
of  directors  has  adopted  a policy  to the  foregoing  effect,  which  may be
rescinded or amended only by majority vote of the Company's  stockholders who do
not hold any Common Stock presently  outstanding  (whether now held or hereafter
acquired)  and will expire by its terms on the date an  acquisition  of business
venture is  consummated.  While the board of directors may seek a change in this
policy  prior  to an  acquisition,  no  change  may be made  except  by the vote
specified.  No  portion  of the net  proceeds  will be used to make loans to any
person. The Company will not borrow funds and use the proceeds therefrom to make
payments to the Company's officers, directors, or promoters, or their affiliates
or associates.

         The Company has no agreement or  understanding  with any  consultant or
advisor to provide services in connection with any future business  acquisition.
The Company  does not  anticipate  that it will engage  consultants  or advisors
specializing  in  business   acquisitions  or   reorganizations,   although  the
possibility  exists that  management may find it to be beneficial to the Company
to retain  the  services  of such a  consultant.  In no  circumstances  will the
Company retain the services of any consultant who is also an officer,  director,
or promoter, of the Company, or their affiliates and associates. Compensation to
a consultant may take various forms, including one time cash payments,  payments
based on a percentage of revenues or product sales  volume,  payments  involving
issuance of securities  (including  those of the Company) or any  combination of
these or other  compensation  arrangements.  The Company estimates that any fees
for  such  services  paid in cash  will  not  exceed  10% of the  amount  of the
securities  issued by the  Company to acquire a business.  The Company  will not
have funds to pay a retainer in connection with any consulting arrangement,  and
no fee will be paid unless and until an  acquisition  is completed in accordance
with Rule 419. None of the Company's officers,  directors, or promoters have, in
the past, used any particular consultant or advisor on a regular basis.


                                       15
<PAGE>

                                    BUSINESS

General

         The Company was  organized  for the purpose of seeking,  investigating,
and  ultimately   acquiring  an  interest  in  business  with  long-term  growth
potential.  Persons  should not  purchase  Units in the  Offering if they expect
short-term  earnings or  appreciation  in the value of the Company.  The Company
currently has no  commitment or  arrangement  to  participate  in a business and
cannot now predict  what type of  business  it may enter into or acquire.  It is
emphasized that the business  objectives  discussed herein are extremely general
and are not  intended  to be  restrictive  on the  discretion  of the  Company's
management.

         Persons purchasing Units in the Offering will be entrusting their funds
to the Company's  management,  subject to the  requirements of Rule 419. The net
proceeds of the Offering are not specifically  allocated to identified  purposes
or  allocated  to the  acquisition  of any  specific  type of business  venture.
Decisions concerning these matters may be made by management without shareholder
action, except for the right of each investor to recover his pro rata portion of
the Deposited Funds in accordance with Rule 419. (See "USE OF PROCEEDS.")

         Management  anticipates  that it may be able to participate in only one
potential  business venture,  due primarily to the Company's limited  financing.
This  lack  of  diversification  should  be  considered  a  substantial  risk of
investing  in the  Company  because  it will not  permit  the  Company to offset
potential losses from one venture against gains from another.

Selection of a Business

         The Company  anticipates that businesses for possible  acquisition will
be  referred  by  various   sources,   including  its  officers  and  directors,
professional advisors, securities broker-dealers,  venture capitalists,  members
of the financial  community,  and others who may present unsolicited  proposals.
The  Company  will  seek  businesses  from all  known  sources,  but  will  rely
principally  on  personal  contacts  of its  officers  and  directors  and their
affiliates, as well as indirect associations between them and other business and
professional people. While it is not presently anticipated that the Company will
engage unaffiliated  professional firms specializing in business acquisitions on
reorganizations,  such firms may be retained if management  deems it in the best
interest of the Company.

         Compensation to a finder or business  acquisition firm may take various
forms,  including  one-time  cash  payments,  payments  based on a percentage of
revenues or product  sales  volume,  payments  involving  issuance of securities
(including  those  of the  Company),  or  any  combination  of  these  or  other
compensation  arrangements.  Consequently,  the Company is  currently  unable to
predict the cost of utilizing  such  services,  but estimates  that any fees for
such  services  paid in cash will not exceed 10% of the gross  proceeds  of this
Offering  and/or equity  securities (not debt) equal to 10% of the amount of the
securities issued by the Company to acquire a business.  If a finder or business
acquisition firm is utilized by the Company, the cost may be paid out of the net
proceeds of this Offering.  ( See "USE OF PROCEEDS.") The board of directors has
adopted a policy, which may be rescinded or amended only by majority vote of the
Company's  stockholders  who do not hold any common stock presently  outstanding
(whether  now held or  hereafter  acquired)  and will expire by its terms on the
date an  acquisition  of a business  venture  is  consummated,  prohibiting  the
payment,  either  directly  or  indirectly,  of  any  finder's  fee  or  similar
compensation  to any person who has  served as an  officer  or  director  of the
Company  prior to the  acquisition,  or who is a  promoter.  While  the board of
directors  may seek a change in this policy prior to an  acquisition,  no change
may be made except by the vote specified.


                                       16
<PAGE>


         The Company will not restrict  its search to any  particular  business,
industry,  or  geographical  location,  and  management  reserves  the  right to
evaluate  and enter into any type of business in any  location.  The Company may
participate in newly organized  business venture or a more  established  company
entering  a new phase of growth or in need of  additional  capital  to  overcome
existing  financial  problems.  Participation  in a new business venture entails
greater risks since in many instances management of such a venture will not have
proved its ability,  the eventual  market of such venture's  product or services
will likely not be  established,  and the  profitability  of the venture will be
unproven and cannot be predicted  accurately.  If the Company  participates in a
more established firm with existing financial  problems,  it may be subjected to
risk  because  the  financial  resources  of the  Company may not be adequate to
eliminate or reverse the circumstances leading to such financial problems.

         In seeking a business  venture,  the decision of management will not be
controlled  by an attempt to take  advantage  of any  anticipated  or  perceived
appeal of a specific industry,  management group, product, or industry, but will
be based on the business objective of seeking long-term capital  appreciation in
the real value of the  Company.  The  Company  will not  acquire or merge with a
business  or  corporation  in  which  the  Company's  officers,   directors,  or
promoters,  or their  affiliates  or  associates,  have any  direct or  indirect
ownership  interest.  The board of directors has adopted a policy,  which may be
rescinded or amended only by majority vote of the Company's  stockholders who do
not hold any common stock presently  outstanding  (whether now held or hereafter
acquired) and will expire by its terms on the date and acquisition of a business
venture is  consummated,  prohibiting the acquisition of any business in which a
promoter or any person who has served as an officer or director of the  Company,
or any of their  affiliates or associates,  held,  directly or  indirectly,  any
ownership  interest  or  maintain  any  control  other  than  through  ownership
interests  prior to the  acquisition.  While the board of  directors  may seek a
change in this policy prior to an  acquisition,  no change may be made except by
the vote specified.

         The  analysis  of new  businesses  will be  undertaken  by or under the
supervision  of the  officers and  directors  (See  "MANAGEMENT").  In analyzing
prospective businesses,  management will consider, to the extent applicable, the
available technical,  financial,  and managerial resources,  working capital and
other prospects for the future, the nature of present and expected  competition;
the quality and experience of management services which may be available and the
depth of that management;  the potential for further research,  development,  or
exploration;  the potential for growth and expansion;  the potential for profit;
the perceived public recognition or acceptance of products,  services,  or trade
or service marks; name identification; and other relevant factors.

         It is  possible  that the  Company may propose to acquire a business in
the development  stage. A business is in the development stage if it is devoting
substantially  all of its efforts to  establishing  a new  business,  and either
planned principal  operations have not commenced or planned principal operations
have commenced but there has been not significant revenue therefrom.  Under Rule
419 the  Company  must  acquire a business or assets for which the fair value of
the  business  represents  at least 80% of the Offering  proceeds,  less certain
underwriting expenses.  Accordingly, the Company's ability to acquire a business
in the  development  stage may be limited to the  extent it cannot  locate  such
businesses with fair value high enough to satisfy the requirements of Rule 419.

         The  Company  will be subject to  requirements  of Rule 419 and certain
reporting  requirements under the Exchange Act and will, therefore,  be required
to furnish certain information about significant acquisitions, including audited
financial  statements for the company(s)  acquired,  covering one, two, or three
years,  depending  on  the  relative  size  of  the  acquisition.  Consequently,
acquisition  prospects  that do not have or are  unable to obtain  the  required
audited  statements which meet the requirements of Rule 419 and the Exchange Act
will not be appropriate for  acquisition.  The Company  anticipates that it will
voluntarily   prepare  and  file  periodic   reports  under  the  Exchange  Act,
notwithstanding  the fact that such  obligation may be suspended  under sections
15(d) of the Exchange Act.

                                       17
<PAGE>


         The  decision to  participate  in a specific  business  may be based on
management's  analysis  of  the  quality  of the  other  firm's  management  and
personnel, the anticipated  acceptability of new products or marketing concepts,
the merit of technological  changes,  and other factors which are difficult,  if
not  impossible,  to analyze through any objective  criteria.  It is anticipated
that the  results  of  operations  of a  specific  firm may not  necessarily  be
indicative  of the  potential  for the  future  because  of the  requirement  to
substantially shift marketing approaches,  expand significantly,  change product
emphasis, change or substantially augment management, and other factors.

         The Company will analyze all available factors and make a determination
based on a composite of available facts,  without reliance on any single factor.
The period within which the Company may  participate in a business on completion
of this Offering cannot be predicted and will depend on circumstances beyond the
Company's control,  including the availability of businesses,  the time required
for the Company to  complete  its  investigation  and  analysis  of  prospective
businesses,  the time required to prepare  appropriate  documents and agreements
providing  for the  Company's  participation,  and  other  circumstances.  It is
anticipated  that the  analysis of specific  proposals  and the  selection  of a
business  will take  several  months.  Even  after  the  Company  has  located a
prospective   acquisition  target,  it  will  still  have  to  comply  with  the
reconfirmation  mandate of Rule 419,  which may take months.  Persons should not
purchase Units in this Offering if they expect a short-term  appreciation in the
value of the Company or its securities.

Acquisition of Business

         In implementing a structure for a particular business acquisition,  the
Company may become a party to a merger,  consolidation,  or other reorganization
with another corporation or entity; joint venture; license; purchase and sale of
assets;  or purchase and sale of stock,  the exact nature of which cannot now be
predicted. Notwithstanding the above, the Company does not intend to participate
in a  business  through  the  purchase  of  minority  stock  positions.  On  the
consummation  of a  transaction,  it is likely that the present  management  and
shareholders of the Company will not be in control of the Company.  In addition,
majority  or all of the  Company's  directors  may,  as part of the terms of the
acquisition transaction, resign and be replaced by new directors without vote of
the Company's shareholders.

         In connection with the Company's acquisition of a business, the present
shareholders  of the  Company,  including  officers  and  directors,  may,  as a
negotiated  element of the  acquisition,  sell a portion or all of the Company's
Common  Stock  held  by  them  at a  significant  premium  over  their  original
investment in the Company.  As a result of such sales,  affiliates of the entity
participating  in the business  reorganization  with the Company would acquire a
higher  percentage  of equity  ownership in the Company.  Although the Company's
present  shareholders  did not acquire  their shares of Common Stock with a view
towards any subsequent sale in connection with a business reorganization,  it is
not unusual for affiliates of the entity  participating in the reorganization to
negotiate to purchase shares held by the present shareholders in order to reduce
the number of "restricted  securities" held by persons no longer affiliated with
the Company and thereby reduce the potential adverse impact on the public market
in the Company's Common Stock that could result from  substantial  sales of such
shares after the restrictions no longer apply. Public investors will not receive
any  portion of the  premium  that may be paid in the  foregoing  circumstances.
Furthermore,  the Company's  shareholders  may not be afforded an opportunity to
approve or consent to any particular stock buy-out transaction. (See MANAGEMENT:
Conflicts of Interest.")

         It is anticipated that any securities issued in any such reorganization
would be issued in reliance on exemptions  from  registration  under  applicable
federal  and  state  securities  laws.  In  some  circumstances,  however,  as a
negotiated  element of the  transaction,  the Company may agree to register such


                                       18
<PAGE>


securities  either at the time the  transaction  is  consummated,  under certain
conditions,  or at  specified  times  thereafter.  Although  the  terms  of such
registration  rights  and  the  number  of  securities,  if  any,  which  may be
registered  cannot  be  predicted,  it  may be  expected  that  registration  of
securities  by the  Company  in these  circumstances  would  entail  substantial
expense to the Company.  The issuance of substantial  additional  securities and
their  potential sale into any trading market which may develop in the Company's
securities may have a depressive effect on such market.

         While the actual terms of a  transaction  to which the Company may be a
party cannot be  predicted,  it may be expected that the parties to the business
transaction  will find it desirable to structure the  acquisition as a so-called
"tax-free"  event under  sections 351 or 368(a) of the Internal  Revenue Code of
1986, (the "Code").  In order to obtain tax-free  treatment under section 351 of
the Code, it would be necessary  for the owners of the acquired  business to own
80%  or  more  of  the  stock  of the  surviving  entity.  In  such  event,  the
shareholders of the Company,  including investors in this Offering, would retain
less than 20% of the  issued and  outstanding  shares of the  surviving  entity.
Section  368(a)(1)  of the Code  provides  for  tax-free  treatment  of  certain
business  reorganization  between  corporate  entities  where on  corporation is
merged  with or  acquires  the  securities  or  assets of  another  corporation.
Generally,  the Company  will be the  acquiring  corporation  in such a business
reorganization,  and the tax-free status of the  transaction  will not depend on
the issuance of any specific amount of the Company's  voting  securities.  It is
not uncommon,  however,  that as a negotiated element of a transaction completed
in reliance on section 368, the acquiring  corporation  issue securities in such
an amount that the  shareholders  of the acquired  corporation  will hold 50% or
more of the  voting  stock of the  surviving  entity.  Consequently,  there is a
substantial  possibility that the shareholders of the Company  immediately prior
to the  transaction  would  retain  less than 50% of the issued and  outstanding
shares  of the  surviving  entity.  Therefore,  regardless  of the  form  of the
business acquisition,  it may be anticipated that the investors in this Offering
will experience a significant  reduction in their percentage of ownership in the
Company.

         Notwithstanding  the fact that the Company is technically the acquiring
entity in the foregoing circumstances,  generally accepted accounting principles
will ordinarily require that such transaction be accounted for as if the Company
had been acquired by the other entity owning the business and,  therefore,  will
not permit a write-up in the carrying value of the assets of the other company.

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

         It is possible that the Company will not have sufficient funds from the
proceeds of this Offering to fully undertake such  development,  marketing,  and
manufacturing  of products  which may be acquired.  Accordingly,  following  the
acquisition  of any such product  rights,  the Company may be required to either
seek additional  debt or equity  financing or obtain funding from third parties,
in  exchange  for which the  Company  would  probably  be  required to give up a
portion of its interest in any acquired product.  There is no assurance that the
Company will be able either to obtain  additional  financing  or interest  third
parties  in  providing  funding  for the  further  development,  marketing,  and
manufacturing of any products acquired.

         The Company will  participate in a business only after the  negotiation
and  execution of  appropriate  written  agreements.  Although the terms of such
agreements cannot be predicted, generally, such agreements will require specific
representations  and  warranties  by all of the parties  thereto,  will  specify
certain  events of default,  will detail the terms of closing and the conditions
which must be  satisfied  by each of the  parties  prior to such  closing,  will
outline the manner of bearing costs if the  transaction is not closed,  will set
forth remedies on default, and will include miscellaneous other terms. It should
be expected that one of the  conditions  will be  compliance  with Rule 419, and
reconfirmation  by investors  representing at least 80% of the gross proceeds of
the Offering.


                                       19
<PAGE>


         It is anticipated that the investigation of specific businesses 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,  the  costs
theretofore  incurred in the  related  investigation  would not be  recoverable.
Furthermore, even if an agreement is reached for the participation in a specific
business,  the failure to consummate that  transaction may result in the loss to
the Company of the related  costs  incurred  which  could  materially  adversely
affect subsequent attempts to locate and participate in additional businesses.

Operation of Business After an Acquisition

         The Company's operation following its acquisition of a business will be
dependent on the nature of the business and the interest  acquired.  The Company
is unable to predict  whether the Company  will be in control of the business or
whether  present  management  will be in control of the  Company  following  the
acquisition.  It may be expected that the business will present various risks to
investors herein,  certain of which have been generally  summarized in the "RISK
FACTORS"  portion of this  prospectus.  The specific  risks of a given  business
cannot be predicted at the present time.

Leverage

         The Company may be able to participate in a business  involving the use
of leverage.  Leveraging a transaction  involves the  acquisition  of a business
through  incurring  indebtedness  for a portion  of the  purchase  price of that
business, which is secured by the assets of the business acquired.

         One  method by which  leverage  may be used is that the  Company  would
locate an operating  business  available  for sale and arrange for the financing
necessary to purchase such  business.  Acquisition of a business in this fashion
would  enable the Company to  participate  in a larger  venture that its limited
funds would  permit,  or use less of its funds to acquire a business and thereby
commit its remaining funds to the operations of the business acquired.

         Leveraging a  transaction  would involve  significant  risks due to the
fact that the borrowing  involved in a leveraged  transaction will ordinarily be
secured by the  combined  assets of the Company and the business to be acquired.
If the combined enterprises are not able to generate sufficient revenues to make
payments on the debt incurred to acquire the business,  the lender would be able
to  exercise  the  remedies  provided  by law or by contract  and  foreclose  on
substantially  all of the assets of the  Company.  Consequently,  the  Company's
participation in a leveraged transaction may significantly  increase the risk of
loss to the Company. During periods when interest rates are relatively high, the
benefits  of  leveraging  are not as great as during  periods of lower  interest
rates because the investment in the business held on a leveraged basis will only
be profitable if it generates  sufficient revenues to cover the related debt and
other costs of the financing.

         The likelihood of the Company  obtaining a conventional bank loan for a
leveraged  transaction  would depend  largely on the business being acquired and
its  perceived  ability  to  generate  sufficient  revenues  to repay  the debt.
Generally,  businesses  suitable  for  leveraging  are  limited  to  those  with
income-producing  assets  that are  either  in  operation  or can be  placed  in
operation relatively quickly. The Company cannot predict whether it will be able
to locate any such  business.  As a general  matter it may be expected  that the
Company  will  have few,  if any,  opportunities  to  examine  businesses  where
leveraging would be appropriate.

                                       20
<PAGE>


         Even if the  Company  is able to  locate a  business  where  leveraging
techniques may be used, there is no assurance that financing for the acquisition
will be available or, if available, on terms acceptable to the Company.  Lenders
from which the Company may obtain funds for purposes of a leveraged  buy-out may
impose restrictions of the future borrowing, dividend, and operating policies of
the  Company.  It is not possible at this time to predict the  restrictions,  if
any, which lenders may impose or the impact thereof on the Company.

Governmental Regulation

         It is impossible to predict the government regulation, if any, to which
the Company may be subject until it has acquired an interest in a business.  The
use of assets and/or  conduct of businesses  which the Company may acquire could
subject it to environmental, public health and safety, land use, trade, or other
governmental regulations and state or local taxation. In selecting a business in
which to acquire an interest,  management  will  endeavor to  ascertain,  to the
extent of the limited  resources of the Company,  the effects of such government
regulation on the prospective business of the Company. In certain circumstances,
however,  such as the  acquisition of an interest in a new or start-up  business
activity,  it may not be  possible to predict  with any degree of  accuracy  the
impact of  government  regulation.  The  inability  to  ascertain  the effect of
government   regulation  on  a  prospective  business  activity  will  make  the
acquisition of an interest in such business a higher risk.

Competition

         The Company will be involved in intense competition with other business
entities,  many of which will have a competitive edge over the Company by virtue
of their more substantial  financial resources and prior experience in business.
There is no assurance that the Company will be successful in obtaining  suitable
investments.

Offices

         The Company  utilizes  office  space at 901 Chestnut  Street,  Suite A,
Clearwater,  Florida  33756,  provided by a private  company  owned by Gerald L.
Couture, an officer,  director,  and principal  shareholder of the Company.  The
Company  will not pay rent for this office  space.  The Company  will  reimburse
clerical and office expenses, such as telephone charges, copy charges, overnight
courier  service,  travel  expenses,  and  similar  costs  incurred by Gerald L.
Couture on Company  matters,  which is  estimated  will not exceed,  on average,
$1,000 per month.

Employees

         The  Company  is a  development  stage  company  and  currently  has no
employees.   Executive  officers,   who  are  not  compensated  for  their  time
contributed  to the  Company,  will  devote only such time to the affairs of the
Company as they deem appropriate.  (See MANAGEMENT.")  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 businesses. The need for employees and their availability will be
addressed in connection with a decision whether or not to acquire or participate
in a specific business industry.

                                       21
<PAGE>



                      MANAGEMENT AND PRINCIPAL SHAREHOLDERS

     The  following  table sets forth  certain  information  with respect to the
beneficial  ownership of the Company's  Common Stock  immediately  prior to this
Offering,  and as  adjusted  to reflect  the sale of the shares of Common  Stock
offered by the Company by (i) each person  known by the Company to  beneficially
own more than five percent of the Common  Stock,  (ii) each officer and director
of the Company, and (iii) all directors and executive officers of the Company as
a group. See "Management."

<TABLE>
<CAPTION>

                                                                    Percent
                                                 ----------------------------------------------
                         Numberof Shares Owned(1) Before Offering           After Offering
                         ----------------------- ---------------  -----------------------------
Name and Address(2)                                                 Minimum          Maximum
-----------------------------------------------------------------------------------------------
<S>                      <C>                     <C>              <C>                <C>

Gerald Couture
901 Chestnut Street,
Suite A
Clearwater, FL 33756             40,000              16.66%             4.76%             2.78%
-----------------------------------------------------------------------------------------------
Michael T. Cronin
911 Chestnut Street
Clearwater, FL 33756             40,000              16.66%             4.76%             2.78%
-----------------------------------------------------------------------------------------------
Lawrence Steinberg
2 Lincoln Centre
5420 LBJ Freeway,
Suite 540,LB 56
Dallas, TX 75240                 40,000              16.66%             4.76%             2.78%
-----------------------------------------------------------------------------------------------
Renee Morris
14 Verdmont Valley View
Smith's FL02, Bermuda            40,000              16.66%             4.76%             2.78%
-----------------------------------------------------------------------------------------------
Khiatana Gibbons
15 Limehouse Lane
Hamilton Parish CR03, Bermuda    40,000              16.66%             4.76%             2.78%
-----------------------------------------------------------------------------------------------
Peter Leighton
6 Cedarhurst Place
Southampton SB 04, Bermuda       40,000              16.66%             4.76%             2.78%
-----------------------------------------------------------------------------------------------
All Officers and Directors
As a Group (3 persons)          120,000              50%               14.28%             8.34%
-----------------------------------------------------------------------------------------------
</TABLE>

(1)  All shares are held beneficially and of record, and each record shareholder
     has sole voting, investment and dispositive power.

(2)  The persons listed are all of the officers,  directors and promoters of the
     Company.


                                       22
<PAGE>



Officers and Directors

         The  following  table sets forth the names,  age,  and position of each
director and executive officer of the Company.


<TABLE>
<CAPTION>

--------------------------------------- -------------------------------------- --------------------------------------
                 Name                                    Age                         Position and Office Held
--------------------------------------- -------------------------------------- --------------------------------------
<S>                                        <C>                                 <C>
Gerald Couture                                           54                    Chief Executive Officer, Chief
                                                                               Financial Officer, Director
--------------------------------------- -------------------------------------- --------------------------------------
Michael T. Cronin                                        44                    Secretary, Director
--------------------------------------- -------------------------------------- --------------------------------------
Lawrence Steinberg                                       64                    Vice President, Director
--------------------------------------- -------------------------------------- --------------------------------------
</TABLE>

         The above  individuals  are the persons  responsible  for  founding and
organizing the business of the Company,  and each became an officer and director
of the Company in connection  with its  organization in August 1993. The term of
office of each  officer  and  director  is one year and until his  successor  is
elected and qualified.

         Officers and directors will not be compensated for the time they devote
to the Company's  affairs.  Each officer and director will devote only such time
to the  business  affairs of the  Company as he or she deems  appropriate.  (See
"Conflicts of Interest" below.)

Biographical Information

         Set forth below is  biographical  information for each of the Company's
officers  and  directors.  No  person  other  than the  Company's  officers  and
directors will perform any management  functions for the Company.  Consequently,
investors will be relying on the general  business  acumen and experience of the
Company's  management and should  critically  assess the  information  set forth
below.

         Gerald  Couture is a principal in Couture & Company,  Inc., a corporate
financial  consulting  firm he founded in 1980.  Mr.  Couture has been  director
and/or officer of several  corporations  over the past ten years.  These include
Medical Technology  Systems,  Inc. from August,  1987 to October 15, 1996; which
completed a Chapter 11  Bankruptcy  reorganization  proceeding  in 1996;  Cinema
North Corporation and affiliates from June, 1983 to date; Smith & Wesson Knives,
Inc., from March, 1988 to December,  1992; Prime Container Corp.,  June, 1985 to
December, 1992; Vermont Manufacturing  Corporation from March, 1975 to December,
1992.

         Michael T. Cronin has been a practicing  attorney  with the law firm of
Johnson,  Blakely,  Pope, Bokor,  Ruppel & Burns,  P.A., in Clearwater,  Florida
since 1983.  Mr. Cronin  concentrates  his practice in securities  and corporate
law.

         Lawrence  Steinberg  has been a practicing  attorney for over 35 years.
From April 1994 to January  1998,  he was "Of Counsel" with Jenkens & Gilchrist,
P.C.,  Dallas,  Texas.  Thereafter,  he has remained  affiliated  with Jenkens &
Gilchrist,  P.C. on an informal basis.  Prior to his association  with Jenkens &
Gilchrist,  P.C., for over 20 years, he was either a shareholder or partner with
Johnson & Steinberg,  P.C. and its predecessor partnership.  Also, Mr. Steinberg
has been an active investor in real estate and venture capital  investments.  He
currently is Chairman and Chief  Operating  Officer of Eagle Equity,  Inc. which
manages real estate and other  investments for various  entities,  most of which
are majority  owned by Mr.  Steinberg.  From July 1992 to January  1997,  he was
Chief Executive  Officer and Principal  Shareholder of a corporation,  which has
owned and operated a television station in Charleston, South Carolina.


                                       23
<PAGE>

Conflicts of Interest; Prior Participation Blank Check Companies

         Each  of  the  officers   and   directors  of  the  Company  has  other
professional and business  interests to which he devotes his primary  attention.
Each may continue to do so notwithstanding  the fact that management time should
be devoted to the business of the Company.

         The Company has no  arrangement,  understanding,  or intention to enter
into any  transaction or  participate in any business  venture with any officer,
director,  or principal  shareholder  or with any firm or business  organization
with which they are affiliated,  whether by reason of stock ownership,  position
as officer or  director,  or  otherwise.  The board of  directors  has adopted a
policy  limiting the  circumstances  under which the Company may enter into such
transactions.  Although  it is believed  that the policy  adopted by the Company
will help to resolve conflicts of interest,  there can be no assurance that such
policies will be  successfully  implemented or that, if  implemented,  conflicts
will be satisfactorily resolved in the best interests of the Company.

         In connection with the Company's acquisition of a business, the present
shareholders  of the  Company,  including  officers  and  directors,  may,  as a
negotiated  element of the  acquisition,  sell  portion or all of the  Company's
Common  Stock  held  by  them  at a  significant  premium  over  their  original
investment in the Company.  A conflict of interest is inherent in this situation
since  the  Company's  officers  and  directors  will  be  negotiating  for  the
acquisition  on behalf of the  Company  and for sale of their  Common  Stock for
their own  respective  accounts.  Management  has not  adopted  any  policy  for
resolving the foregoing potential conflicts, should they arise.

         Lawrence Steinberg,  an officer and director of the Company, has served
as a founder,  officer,  and director of other companies formed with the express
purpose  of  seeking  available  businesses.  Mr.  Steinberg  is  not  presently
associated  with any "blank  check"  issuer  other than the  Company,  nor is he
presently  seeking  acquisition  targets  but is  expected  to do so  after  the
effectiveness of this prospectus. It should be expected that all of the officers
and directors will form and promote other "blank check" companies in the future.
Any such activities by management are not, in the opinion of management,  a part
of a single plan of financing,  and the board of directors has adopted a policy,
which  may be  rescinded  or  amended  only by  majority  vote of the  Company's
stockholders who do not hold any common stock presently outstanding (whether now
held or  hereafter  acquired)  and  will  expire  by its  terms  on the  date an
acquisition of a business  venture is consummated,  prohibiting the Company from
participating in a business  acquisition with any other "blank check" company in
which any person who has served as an officer or director  of the Company  prior
to the acquisition holds directly, or indirectly,  any ownership interest. While
the  board  of  directors  may  seek  a  change  in  this  policy  prior  to any
acquisition,  no  change  may be made  except  by the  vote  specified.  Certain
conflicts  of  interest  are  inherent  in the  participation  of the  Company's
officers and directors as shareholders in other "blank check"  companies,  which
may be  difficult,  if not  impossible,  to  resolve  in all  cases  in the best
interests  of the  Company.  Failure  by  management  to conduct  the  Company's
business in its best  interests  may result in  liability of  management  of the
Company to the shareholders.  In order to mitigate any potential conflict,  each
of the  officers,  directors,  and  promoters of the Company has  undertaken  in
writing  not to  participate  as an officer  or  director  in any "blank  check"
company that files a  registration  statement  under the Securities Act of 1933,
prior to the date the Company identifies a business it proposes to acquire which
meets the acquisition criteria of Rule 419, or the date six months following the
date of this prospectus, whichever occurs first.


                                       24
<PAGE>


                              CERTAIN TRANSACTIONS

Purchase of Stock At Organization

         In connection with organizing the Company,  its officers and directors,
paid an  aggregate  of $600 in cash to  purchase  a total of  120,000  shares of
Common Stock at a sales price of $0.005 per share.  These  transactions were not
the result of arm's length negotiation.

         In addition,  in March 1999, three additional persons paid an aggregate
of $600 in cash to  purchase a total of 120,000  shares of Common  Stock,  which
transactions also took place at a sales price of $0.005 per share.

         All of the shares of Common Stock presently  issued and outstanding are
"restricted securities" as that term is defined under the Securities Act and, as
such, may not be sold in the absence of registration under the Securities Act or
the availability of an exemption therefrom. Under current law, such shares could
not be sold for a period of one year from the date on which they are  purchased,
and then only under limited circumstances. (See "DESCRIPTION OF SECURITIES.")

Affiliate Advances

         The Company  has  received  an  aggregate  of $30,000 of loans from its
shareholders, including an aggregate of $15,000 from its officers and directors.
These  loans  are due on  demand  and  bear  interest  at 8% per  annum  and are
unsecured.

         Messrs.  Couture, Cronin and Steinberg will make additional advances as
required to cover the Company's expenses through completion of the Offering. The
advances do not bear interest, and will be repaid out of the net proceeds of the
Offering, if successful.  In the event the Offering is not successful, it is not
expected that Messrs. Couture, Cronin and Steinberg will be able to recoup their
advances.

Other Arrangements

         The Company has no agreement or understanding, express or implied, with
any officer, director, or promoter, or their affiliates or associates, regarding
employment  with the Company or  compensation  for services.  The Company has no
plan,  agreement,  or  understanding,  express  or  implied,  with any  officer,
director, or promoter, or their affiliates or associates, regarding the issuance
to such persons of any shares of the Company's  authorized and un-issued  Common
Stock. The existing officers and directors reserve the right to acquire Units in
this  Offering.  There is no  understanding  between  the Company and any of its
present shareholders  regarding the sale of a portion or all of the Common Stock
currently  held by them in  connection  with  any  future  participation  by the
Company is a business. There are no other plans, understandings, or arrangements
whereby any of the Company's officers,  directors,  principal  shareholders,  or
promoters, or any of their affiliates or associates, would receive funds, stock,
or other assets in connection with the Company's participation in a business. No
advances have been made or  contemplated  by the Company to any of its officers,
directors,  principal shareholders,  or promoters, or any of their affiliates or
associates.

         Upon acquisition of a business,  it is possible that current management
will resign and be replaced by persons  associated  with the business  acquired,
particularly  if the Company  participates  in a business  by  effecting a stock
exchange,  merger,  or consolidation as discussed under "BUSINESS." In the event
that any  member of  current  management  remains  after  effecting  a  business
acquisition,  that  member's time  commitment  and  compensation  will likely be
adjusted  based on the nature and  location of such  business  and the  services
required, which cannot now be foreseen.


                                       25
<PAGE>

                            DESCRIPTION OF SECURITIES

Units

         The Units  offered  hereby  consist of 60 shares of Common  Stock.  The
Common Stock is immediately  detachable on delivery from the escrow  required by
Rule 419, so that the Common Stock can be separately  transferable  on issuance.
(See "COMMON STOCK" and "WARRANTS," below.)

Common Stock

         The Company is authorized  to issue  15,000,000  shares,  consisting of
10,000,000  shares of Common Stock, par value $0.001 per share, of which 240,000
shares are issued and outstanding,  and 5,000,000 shares of preferred stock, par
value $0.001 (the "Preferred Stock"), of which no shares have been issued.

         Holders  of  Common  Stock are  entitled  to one vote per share on each
matter  submitted  to a vote at any  meeting of  shareholders.  Shares of Common
Stock do not  carry  cumulative  voting  rights  and,  therefore,  holders  of a
majority  of the  outstanding  shares of Common  Stock will be able to elect the
entire board of directors,  and, if they do so, minority  shareholders would not
be able to elect any members to the board of directors.  The Company's  board of
directors has authority, without action by the Company's shareholders,  to issue
all or any portion of the authorized but unissued shares of Common Stock,  which
would reduce the  percentage  ownership in the Company of its  shareholders  and
which may dilute the book value of the Common Stock.

         Shareholders  of the  Company  have no  pre-emptive  rights to  acquire
additional shares of Common Stock. The Common Stock is not subject to redemption
and carries no subscription or conversion rights. In the event of liquidation of
the  Company,  the  shares of Common  Stock are  entitled  to share  equally  in
corporate  assets after  satisfaction of all  liabilities.  The shares of Common
Stock, when issued, will be fully paid and non-assessable.

         Holders of Common Stock are  entitled to receive such  dividends as the
board of directors may from time to time declare out of funds legally  available
for the payment of dividends.  The Company has not paid  dividends on its Common
Stock and does not  anticipate  that it will pay  dividends  in the  foreseeable
future.

Preferred Stock

         The Company's  board of directors has authority,  without action by the
shareholders,  to  issue  all or any  portion  of the  authorized  but  unissued
Preferred  Stock in one or more  series  and to  determine  the  voting  rights,
preferences as to dividends and liquidation, conversion rights, and other rights
of such  series.  The  Preferred  Stock,  if and when  issued,  may carry rights
superior to those of the Common Stock.

         The  Company  considers  it  desirable  to have a class or  classes  of
Preferred  Stock  available  to provide  increased  flexibility  in  structuring
possible future acquisitions and financings and in meeting corporate needs which
may  arise.  If  opportunities  arise  that  would  make it  desirable  to issue
Preferred  Stock through  either  public  Offerings or private  placements,  the
provision  for  these  classes  of  stock  in  the  Company's   certificate   of
incorporation  would avoid the  possible  delay and  expense of a  shareholder's
meeting, except as may be required by law or regulatory authorities. Issuance of
the Preferred Stock would result, however, in a series of securities outstanding
that may have  certain  preferences  with  respect  to  dividends,  liquidation,
redemption,  and other  matters  superior  to over the Common  Stock which would
result in  dilution  of the  income  per share and net book  value of the Common
Stock.  Issuance of additional  Common Stock  pursuant to any  conversion  right


                                       26
<PAGE>

which may be attached to the Preferred  Stock may also result in the dilution of
the net income per share and net book value of the Common  Stock.  The  specific
terms  of any  series  of  Preferred  Stock  will  depend  primarily  on  market
conditions,  terms of a proposed  acquisition  or  financing,  and other factors
existing at the time of issuance.  Therefore, it is not possible at this time to
determine the respects in which a particular  series of Preferred  Stock will be
superior to the Company's Common Stock. The board of directors does not have any
specific  plan for the issuance of Preferred  Stock at the present time and does
not intend to issue any such  stock on terms  which it deems are not in the best
interests of the Company and its shareholders.

Resale of Outstanding Shares.

         All 240,000 shares of the Common Stock presently issued and outstanding
are  "restricted  securities"  as that term is defined in Rule 144 adopted under
the Securities Act of 1933 which provides,  in essence, that as long as there is
publicly  available  current  information  about the Company,  a person  holding
restricted  securities for a period of at least one year may sell in each 90-day
period, provided he is not part of a group acting in concert, an amount equal to
the greater of the average  weekly  trading  volume of the stock during the four
calendar  weeks  preceding  the sale or 1% of the Company's  outstanding  Common
Stock. Consequently, as of the date of this Prospectus, 120,000 shares of Common
Stock currently  issued and  outstanding  have been held for one year within the
meaning  of Rule 144 and may be  eligible  for  resale in  accordance  with such
volume restrictions.  Sales under Rule 144 or otherwise may, in the future, have
a  depressive  effect on the price of the  Company's  Common Stock in any market
that may develop.

Transfer Agent

         Upon the closing of this Offering,  he transfer agent for the Company's
securities  will be Continental  Stock  Transfer & Trust Company,  New York, New
York.


                                       27
<PAGE>

                              PLAN OF DISTRIBUTION

General

         The Company is offering to sell a minimum of 10,000 Units and a maximum
of 20,000 Units at a price of $6.00 per Unit. Each Unit consists of sixty shares
of its Common  Stock,  $.001 par value.  The Company  has not  entered  into any
underwriting  agreement for the sale of the Units being offered.  The Units will
be  offered  to the  public  on a  "best-efforts,  all-or-none"  basis as to the
minimum number of Units and on a "best efforts" basis as to the remaining Units.
There is no  commitment  on the part of any person to  purchase  and pay for any
Units.  The existing  officers and directors  reserve the right to acquire up to
the minimum number of Units in this Offering.

         This  Offering is  intended  to be made solely by the  delivery of this
Prospectus  and  the  accompanying   Subscription   Application  to  prospective
investors.  None of the Company's  officers or directors will participate in the
making of this  Offering  other than by the  delivery of this  Prospectus  or by
responding  to inquiries by  prospective  purchasers.  Such  responses  shall be
limited to the information contained in the Registration Statement of which this
Prospectus is a part.

         No  commission  will be paid with  respect  to the sale of  Units.  The
Company will pay its own legal and accounting  fees and other expenses  incurred
in connection with the Offering.

         Prior to this Offering,  there has been no public market for the Common
Stock underlying the Units. The Offering price of $6.00 per Unit was arbitrarily
determined by the Company and bears no relationship  to any recognized  criteria
of value,  nor is it  indicative  of the market price for the Common Stock after
this  Offering.  The  Company  makes no  representations  as to any  objectively
determinable value of the Units.

         After the  Registration  Statement  has been  declared  effective,  the
Company will provide to each prospective investor a copy of the Final Prospectus
relating to this Offering which includes an agreement to purchase  shares of the
Units. In order to purchase the Units, the subscription  application in the form
attached  to the  Prospectus  and a check  made  payable to  "Continental  Stock
Transfer  & Trust Co. as Escrow  Agent  for  Alpha  Resources,  Inc."  should be
completed and  forwarded to Alpha  Resources,  Inc.  Receipt by the Company of a
Subscription  Agreement  and/or deposit with the Escrow Agent of payment for the
subscribed shares shall not constitute acceptance of a subscription. The Company
reserves  the right to  withdraw,  cancel or modify the  Offering  hereby and to
reject subscriptions in whole or in part, for any reason.

         The  proceeds  received  under this  Offering  will be  deposited  in a
non-interest  bearing escrow account with Continental Stock Transfer & Trust Co.
In the event that less than the minimum gross proceeds from the sale of at least
10,000  Units  being  offered are  received  within 90 days from the date hereof
(with an allowable  additional 90-day  extension),  the Company will cancel this
Offering  and all  proceeds  received  will be promptly  refunded to  purchasers
without any interest thereon.

         Stock  certificates  will not be issued  until  such time as good funds
related to the purchase of the Units by such  subscribers  are released from the
escrow  account to the  Company by the  Escrow  Agent.  Until such time as stock
certificates  are  issued  to  the  subscribers,  the  subscribers  will  not be
considered shareholders of the Company.

         Subscribers  will  have no  right to a  return  of  their  subscription
payments held in the escrow account until the Company decides not to accept such
subscription payment.


                                       28
<PAGE>


Termination of the Offering

         The  Offering  will  commence on the date of this  Prospectus  and will
continue  for a  period  of 90 days  from  the date  hereof,  with an  allowable
additional 90-day extension. The Company has the right to terminate the Offering
for any reason at any time until at least 10,000 Units offered  hereby have been
sold. If the Company  terminates the Offering before the  subscription  proceeds
for the  minimum of 10,000  Units have been  received by the Escrow  Agent,  all
subscription  proceeds  will be  promptly  returned to the  subscribers  without
interest or deduction.

Indemnification

         The Company has agreed to indemnify  its officers  and  directors  with
respect to certain liabilities  including  liabilities which may arise under the
Securities Act.  Insofar as  indemnification  for liabilities  arising under the
Securities Act may be permitted to directors,  officers and controlling  persons
of  the  Company  pursuant  to  any  charter,   provision,   by-law,   contract,
arrangements,  statue or  otherwise,  the Company has been  advised  that in the
opinion of the SEC, such  indemnification  is against public policy as expressed
in the  Securities  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 such  action,  suit or
proceeding) is asserted by such director,  officer or controlling  person of the
Company in connection with the 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
Securities Act and will be governed by the final adjudication on such issue.

                                   LITIGATION

         The Company is not a party to any material  pending  legal  proceedings
and no such action by or, to the best of its knowledge,  against the Company has
been threatened.

                                  LEGAL MATTERS

         The  validity  of the  issuance  of the shares  offered  hereby will be
passed upon for Alpha  Resources,  Inc. by  Sichenzia,  Ross & Friedman LLP, New
York, New York.

                                     EXPERTS

         The financial statements included in this Prospectus, to the extent and
for the periods  indicated in its report,  have been included  herein and in the
registration statement in reliance on the report of Pender, Newkirk and Company,
the Company's independent  certified public accounts,  given on the authority of
such firm as experts in accounting and auditing.


                                       29
<PAGE>

                               FURTHER INFORMATION

         The Company has filed with the  Securities  and  Exchange  Commission a
registration  statement,  SEC File No. 333-22693,  under the Securities Act with
respect to the securities  offered by this  Prospectus.  This  Prospectus  omits
certain  information  contained  in  the  registration  statement.  For  further
information, reference is made to the registration statement and to the exhibits
filed therewith.  Statements  contained in this Prospectus as to the contents of
any contract or other document referred are not necessarily complete,  and where
such  contract or other  document is an exhibit to the  registration  statement,
such  statement is deemed to be qualified  and  amplified in all respects by the
provisions  of the  exhibit.  The  complete  registration  statement,  including
exhibits,  is not  available  to the public at the  Southeast  Regional  Office,
Atlanta District Office, but may be inspected and copied at the public reference
facilities  maintained by the  Securities  and Exchange  Commission at 450 Fifth
Street,  NW,  Washington,  DC 20549, at its Northeast  Regional  Office, 7 World
Trade  Center,  Suite 1300,  New York,  NY 10048,  and at its  Midwest  Regional
Office, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and copies
may  be  obtained  from  the  public  reference  facilities  maintained  by  the
Securities and Exchange Commission at 450 Fifth Street, N.W.,  Washington,  D.C.
20549,  at prescribed  rates.  The  registration  statement may be viewed at the
Securities   and   Exchange    Commission's   EDGAR   internet   web   site   at
http://www.sec.gov.



                                       30
<PAGE>

                              ALPHA RESOURCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)



                                      Index


                                                                           Page
                                                                           ----

         Independent Auditor's Report...................................... F-1

         Balance Sheet -
                    December 31, 1999...................................... F-2

         Operating Statements -
                  For the years ended December 31, 1999
                   and December 31, 1998 and the period January 13, 1997
                   (Date of Inception) to December 31, 1999................ F-3

         Statements of Changes in Stockholders' Deficit -
                  For the Period January 13, 1997 (Date of Inception)
                  to December 31, 1999..................................... F-4

         Statements of Cash Flows -
                  For the years ended December 31, 1999
                   and December 31, 1998 and the period January 13, 1997
                   (Date of Inception) to December 31, 1999................ F-5

         Notes to Financial Statements..................................... F-6

         Index to Stub Period.............................................. F-7


                                       i
<PAGE>

                          Independent Auditors' Report



Board of Directors
Alpha Resources, Inc.
  (A Development Stage Company)
Clearwater, Florida


We have  audited the  accompanying  balance  sheet of Alpha  Resources,  Inc. (a
development stage company) as of December 31, 1999 and the related statements of
operations, changes in stockholders' deficit, and cash flows for the years ended
December 31, 1999 and 1998 and the period  January 13, 1997 (date of  inception)
to December 31, 1999. These financial  statements are the  responsibility of the
management of Alpha Resources,  Inc. Our responsibility is to express an opinion
on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of Alpha  Resources,  Inc. (a
development  stage  company)  as of  December  31,  1999 and the  results of its
operations and its cash flows for the years ended December 31, 1999 and 1998 and
the period  January  13,  1997  (date of  inception)  to  December  31,  1999 in
conformity with generally accepted accounting principles.



/s/ Pender Newkirk & Company, CPAs
---------------------------------
Certified Public Accountants
Tampa, Florida
January 28, 2000

                                      F-1
<PAGE>


                           ALPHA RESOURCES, INC.
                       (A DEVELOPMENT STAGE COMPANY)

                               Balance Sheet

                                                              December 31,
                                                                 1999
                                                           -----------------
Assets
Current assets
      Cash                                              $            15,075
                                                           -----------------

            Total current assets                                     15,075
                                                           -----------------

Other assets
      Offering costs                                                  4,206
                                                           -----------------

            Total assets                                $            19,281
                                                           =================

Liabilities and Stockholders' Deficit
Current liabilities
      Accrued expenses                                  $             9,191
      Loans payable - stockholders                                   30,000
                                                           -----------------

            Total current liabilities                                39,191
                                                           -----------------


Stockholders' deficit
      Preferred stock, $.001 par value:
      Authorized - 5,000,000
              Issued or outstanding - none Common stock, $.001 par value:
      Authorized - 10,000,000
              Issued and outstanding - 240,000                          240
      Additional paid-in capital                                        960
      Deficit accumulated during the development stage              (21,110)
                                                           -----------------

            Total stockholders' (deficit)                           (19,910)
                                                           -----------------

            Total liabilities and stockholders' equity  $            19,281
                                                           =================





Read Independent Auditors Report
The Accompanying Notes Are An Integral Part Of The Financial Statements

                                      F-2
<PAGE>

<TABLE>
<CAPTION>


                              ALPHA RESOURCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              Operating Statements



                                                                   For the Years                 Cumulative During
                                                                 Ended December 31,              Development Stage
                                                           -------------------------------    January 13, 1997( Date of
                                                               1999             1998         Inception) to December 31, 1999
                                                           --------------   --------------  --------------------------------


<S>                                                    <C>               <C>               <C>
Development stage expenses
      General & Administrative Expense                  $          2,780   $        3,600   $                   16,709
      Interest Expense                                             2,001            1,200                        4,401
                                                           --------------   --------------      -----------------------

                     Net Loss Before Income Taxes                 (4,781)          (4,800)                     (21,110)

      Income Taxes                                                     -                -                            -
                                                           --------------   --------------      -----------------------

                     Net Loss                           $         (4,781)  $       (4,800)  $                  (21,110)
                                                           ==============   ==============      =======================

                     Basic Loss Per Share               $          (0.02)  $        (0.04)  $                    (0.14)
                                                           ==============   ==============      =======================

                     Weighted average number of
                          common shares outstanding              209,096          120,000                      150,055
                                                           ==============   ==============      =======================


</TABLE>


Read Independent Auditors Report
The Accompanying Notes Are An Integral Part Of The Financial Statements

                                      F-3
<PAGE>


                              ALPHA RESOURCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 Statements of Changes in Stockholders' Deficit

    For the Period January 13, 1997 (Date of Inception) to December 31, 1999


<TABLE>
<CAPTION>

                                                   Common Stock                                 Deficit
                                          ------------------------------                     Accumulated
                                              Shares           $ 0.001       Additional       During the            Total
                                            Issued and           Par           Paid-in       Development        Stockholders'
                                            Outstandng          Value          Capital           Stage         Equity (Deficit)
                                          ---------------    -----------    -------------   ---------------    ----------------

<S>                                      <C>              <C>            <C>             <C>                <C>
Issuance of 120,000 shares of
        common stock ($.005 per share)           120,000   $        120   $          480  $              -   $             600

Net loss for period                                    -              -                -           (11,529)            (11,529)
                                          ---------------    -----------    -------------   ---------------    ----------------

Balance, December 31, 1997                       120,000   $        120   $          480  $        (11,529)  $         (10,929)
                                          ---------------    -----------    -------------   ---------------    ----------------

Net loss for period                                    -              -                -            (4,800)             (4,800)
                                          ---------------    -----------    -------------   ---------------    ----------------

Balance, December 31, 1998                       120,000   $        120   $          480  $        (16,329)  $         (15,729)
                                          ---------------    -----------    -------------   ---------------    ----------------

Issuance of 120,000 shares of
        common stock ($.005 per share)           120,000   $        120   $          480  $              -   $             600

Net loss for period                                    -              -                -            (4,781)             (4,781)
                                          ---------------    -----------    -------------   ---------------    ----------------

Balance, December 31, 1999                       240,000   $        240   $          960  $        (21,110)  $         (19,910)
                                          ===============    ===========    =============   ===============    ================


</TABLE>

Read Independent Auditors' Report
The Accompanying Notes Are An Integral Part Of The Financial Statements


                                      F-4
<PAGE>



                              ALPHA RESOURCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                            Statements of Cash Flows

<TABLE>
<CAPTION>

                                                                            For the Years                   Cumulative During
                                                                          Ended December 31,                Development Stage
                                                                   ---------------------------------    January 13, 1997( Date of
                                                                        1999              1998       Inception) to December 31, 1999
                                                                   ---------------   --------------- -------------------------------

<S>                                                             <C>               <C>                   <C>
Cash flows from operating activities:
     Net loss                                                   $          (4,781) $         (4,800)      $          (21,110)
     Adjustments to reconcile net loss to net
           cash used in operating activities:
           Increase (Decrease) in accrued expenses                           (659)            4,279                    9,191
                                                                   ---------------   ---------------       ------------------
                  Net cash used by operating activities                    (5,440)             (521)                 (11,919)
                                                                   ---------------   ---------------       ------------------

Cash flows from financing activities:
     Proceeds from issuance of common stock                                   600                 -                    1,200
     Proceeds from loans payable - stockholders                            15,000                 -                   30,000
     Offering costs                                                             -                 -                   (4,206)
                                                                   ---------------   ---------------       ------------------
                  Net cash provided by financing activities                15,600                 -                   26,994
                                                                   ---------------   ---------------       ------------------

                  Net increase (decrease) in cash                          10,160              (521)                  15,075

Cash beginning                                                              4,915             5,436                        -
                                                                   ---------------   ---------------       ------------------

Cash ending                                                     $          15,075  $          4,915       $           15,075
                                                                   ===============   ===============       ==================


</TABLE>


Read Independent Auditors Report
The Accompanying Notes Are An Integral Part Of The Financial Statements

                                      F-5
<PAGE>

                              ALPHA RESOURCES, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements
                      For the Year Ended December 31, 1999


Note 1 -                   Background
                           ----------

Alpha Resources,  Inc. (the "Company") was incorporated  January 13, 1997 in the
State of Delaware,  and has been in the  development  stage since its formation.
The  Company  intends  to effect a merger,  exchange  of  capital  stock,  asset
acquisition,  or  other  similar  business  combination  or  acquisition  with a
business entity. The Company has not identified any specific business or company
to fulfill it intentions.

The Company has  registered  its  securities  with the  Securities  and Exchange
Commission and plans on offering certain  securities in a "blank check" offering
subject  to Rule 419 of the  Securities  Act of 1933.  On August 12,  1999,  the
Company's Registration Statement on Form SB-2 was declared effective by the U.S.
Securities and Exchange Commission.

Note 2 -                   Summary of Significant Accounting Policies
                           ------------------------------------------

                              Accounting Estimates
                              --------------------
The preparation of financial  statements  requires  management to make estimates
and assumptions  that effect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

                              Organizational Costs
                              --------------------
Costs  incurred in the  organization  of the Company  were  expensed as incurred
under  the  provision  of  SOP  98-5,  "reporting  on  the  costs  of  start  up
activities."

                                  Income Taxes
                                  ------------
Deferred income taxes are provided for when transactions are reflected in income
for  financial  reporting  purposes  in a year  other  than  the  year of  their
inclusion in taxable  income.  Deferred tax assets and  liabilities are measured
using  enacted  tax rates  expected  to apply to taxable  income in the years in
which those temporary  differences are expected to be recovered or settled.  The
effect  on  deferred  tax  assets  and  liabilities  of a change in tax rates is
recognized in income in the period that includes the enactment date.

                          Concentration of Credit Risk
                          ----------------------------
The Company  maintains  cash  balances at a bank.  The account is insured by the
Federal Deposit Insurance Corporation up to $100,000.

                                 Loss Per Share
                                 --------------
Loss per share is computed by dividing income  available to common  shareholders
by the weighted average number of shares outstanding for the period.

Note 3 -                   Related Party Transactions
                           --------------------------

The  Company  has  received  $30,000 of loans from the six  shareholders  of the
Company. These loans are due on demand and bear interest at 8% per annum and are
unsecured.  Three of these  shareholders  are also officers and directors of the
Company.  The Company  accrued $3,801 of interest on these notes at December 31,
1999.


Read Independent Auditors Report.

                                      F-6

                             ALPHA RESOURCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)


                              Index to Stub Period



                                                                            Page
                                                                            ----
Part I - Financial Information

Item 1.  Financial Statements

Balance Sheet -
          March 31, 2000................................................... F-8

Statements of Operations -
         Three Months  ended March 31, 2000 and 1999 and the period  January 13,
         1997 (Date of Inception)
         to March 31, 2000................................................. F-9

Statements of Changes in Stockholders' Deficit -
         For the  period  January  13,  1997  (Date of  Inception)
         to March 31, 2000................................................. F-10

Statements of Cash Flows -
         Three Months  ended March 31, 2000 and 1999 and the period  January 13,
         1997 (Date of Inception)
         to March 31, 2000................................................. F-11

         Notes to Financial Statements.............................. F-12 - F-13


                                       i
<PAGE>

                           ALPHA RESOURCES, INC.
                       (A DEVELOPMENT STAGE COMPANY)

                               Balance Sheet
                                (unaudited)

                                                                March 31,
                                                                  2000
                                                           -----------------
Assets
Current assets
      Cash                                              $            14,376
                                                           -----------------

            Total current assets                                     14,376
                                                           -----------------

Other assets
      Offering costs                                                  4,206
                                                           -----------------

            Total assets                                $            18,582
                                                           =================

Liabilities and Stockholders' Deficit
Current liabilities
      Accrued expenses                                  $            11,277
      Loans payable - stockholders                                   30,000
                                                           -----------------

            Total current liabilities                                41,277
                                                           -----------------


Stockholders' deficit
      Preferred stock, $.001 par value:
      Authorized - 5,000,000
              Issued or outstanding - none Common stock, $.001 par value:
      Authorized - 10,000,000
              Issued and outstanding - 240,000                          240
      Additional paid-in capital                                        960
      Deficit accumulated during the development stage              (23,895)
                                                           -----------------

            Total stockholders' (deficit)                           (22,695)
                                                           -----------------

            Total liabilities and stockholders' equity  $            18,582
                                                           =================




The Accompanying Notes Are An Integral Part Of The Financial Statements

                                       F-8
<PAGE>



                              ALPHA RESOURCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              Operating Statements
                                   (unaudited)
<TABLE>
<CAPTION>


                                                                For the Three Months                Cumulative During
                                                                  Ended March 31,                   Development Stage
                                                           -------------------------------     January 13, 1997( Date of
                                                               2000             1999          Inception) to March 31, 2000
                                                           --------------   --------------  -------------------------------


<S>                                                    <C>              <C>                <C>
Development stage expenses
      General & Administrative Expense                  $          2,185  $            21   $                   18,894
      Interest Expense                                               600              300                        5,001
                                                           --------------   --------------      -----------------------

                     Net Loss Before Income Taxes                 (2,785)            (321)                     (23,895)

      Income Taxes                                                     -                -                            -
                                                           --------------   --------------      -----------------------

                     Net Loss                           $         (2,785) $          (321)  $                  (23,895)
                                                           ==============   ==============      =======================

                     Basic Loss Per Share               $          (0.01) $         (0.00)  $                    (0.15)
                                                           ==============   ==============      =======================

                     Weighted average number of
                          common shares outstanding              240,000          120,000                      157,033
                                                           ==============   ==============      =======================



</TABLE>


The Accompanying Notes Are An Integral Part Of The Financial Statements

                                       F-9
<PAGE>

<TABLE>
<CAPTION>

                              ALPHA RESOURCES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 Statements of Changes in Stockholders' Deficit
                                   (unaudited)

                            For the Period January 13, 1997 (Date of Inception) to March 31, 2000


                                                   Common Stock                                 Deficit
                                          ------------------------------                     Accumulated
                                              Shares           $ 0.001       Additional       During the            Total
                                            Issued and           Par           Paid-in       Development        Stockholders'
                                            Outstandng          Value          Capital           Stage          Equity (Deficit)
                                          ---------------    -----------    -------------   ---------------    ----------------

<S>                                     <C>               <C>            <C>             <C>                <C>
Issuance of 120,000 shares of
        common stock ($.005 per share)           120,000   $        120   $          480  $              -   $             600

Net loss for period                                    -              -                -           (11,529)            (11,529)
                                          ---------------    -----------    -------------   ---------------    ----------------

Balance, December 31, 1997                       120,000   $        120   $          480  $        (11,529)  $         (10,929)
                                          ---------------    -----------    -------------   ---------------    ----------------

Net loss for period                                    -              -                -            (4,800)             (4,800)
                                          ---------------    -----------    -------------   ---------------    ----------------

Balance, December 31, 1998                       120,000   $        120   $          480  $        (16,329)  $         (15,729)
                                          ---------------    -----------    -------------   ---------------    ----------------

Issuance of 120,000 shares of
        common stock ($.005 per share)           120,000   $        120   $          480  $              -   $             600

Net loss for period                                    -              -                -            (4,781)             (4,781)
                                          ---------------    -----------    -------------   ---------------    ----------------

Balance, December 31, 1999                       240,000   $        240   $          960  $        (21,110)  $         (19,910)
                                          ---------------    -----------    -------------   ---------------    ----------------

Net loss for period                                    -              -                -            (2,785)             (2,785)
                                          ---------------    -----------    -------------   ---------------    ----------------

Balance, March 31, 2000                          240,000   $        240   $          960  $        (23,895)  $         (22,695)
                                          ===============    ===========    =============   ===============    ================

</TABLE>


The Accompanying Notes Are An Integral Part Of The Financial Statements

                                      F-10
<PAGE>


<TABLE>
<CAPTION>

                                                          ALPHA RESOURCES, INC.
                                                      (A DEVELOPMENT STAGE COMPANY)

                                                        Statements of Cash Flows
                                                               (unaudited)

                                                                         For the Three Months                Cumulative During
                                                                            Ended March 31,                  Development Stage
                                                                   ----------------------------------    January 13, 1997( Date of
                                                                        2000               1999        Inception) to March 31, 2000
                                                                   ----------------   ---------------  ----------------------------

<S>                                                             <C>                <C>                 <C>
Cash flows from operating activities:
     Net loss                                                    $          (2,785) $           (321)    $             (23,895)
     Adjustments to reconcile net loss to net
           cash used in operating activities:
           Increase (Decrease) in accrued expenses                           2,086            (1,924)                   11,277
                                                                   ----------------   ---------------        ------------------
                  Net cash used by operating activities                       (699)           (2,245)                  (12,618)
                                                                   ----------------   ---------------        ------------------

Cash flows from financing activities:
     Proceeds from issuance of common stock                                      -               600                     1,200
     Proceeds from loans payable - stockholders                                  -            15,000                    30,000
     Offering costs                                                              -                 -                    (4,206)
                                                                   ----------------   ---------------        ------------------
                  Net cash provided by financing activities                      -            15,600                    26,994
                                                                   ----------------   ---------------        ------------------

                  Net increase (decrease) in cash                             (699)           13,355                    14,376

Cash beginning                                                              15,075             4,915                         -
                                                                   ----------------   ---------------        ------------------

Cash ending                                                      $          14,376  $         18,270     $              14,376
                                                                   ================   ===============        ==================



</TABLE>


The Accompanying Notes Are An Integral Part Of The Financial Statements


                                      F-11
<PAGE>

                              ALPHA RESOURCES, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements
                    For the Three Months Ended March 31, 2000
                                   (Unaudited)

Note 1 -                   Background
                           ----------

Alpha Resources,  Inc. (the "Company") was incorporated  January 13, 1997 in the
State of Delaware,  and has been in the  development  stage since its formation.
The  Company  intends  to effect a merger,  exchange  of  capital  stock,  asset
acquisition,  or  other  similar  business  combination  or  acquisition  with a
business entity. The Company has not identified any specific business or company
to fulfill its intentions.

The Company has  registered  its  securities  with the  Securities  and Exchange
Commission and plans on offering certain  securities in a "blank check" offering
subject  to Rule 419 of the  Securities  Act of 1933.  On August 12,  1999,  the
Company's Registration Statement on Form SB-2 was declared effective by the U.S.
Securities and Exchange Commission.

The accompanying unaudited financial statements,  which are for interim periods,
do not include all  disclosures  provided  in the annual  financial  statements.
These  unaudited  financial  statements  should be read in conjunction  with the
financial  statements and the footnotes thereto contained in Form 10-KSB for the
fiscal year ended December 31, 1999 of Alpha Resources, Inc. (the "Company"), as
filed with the Securities and Exchange Commission.

Note 2 -                   Summary of Significant Accounting Policies
                           ------------------------------------------

                              Accounting Estimates
                              --------------------
The preparation of financial  statements  requires  management to make estimates
and assumptions  that effect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

In the  opinion  of  management,  all  adjustments,  consisting  of  adjustments
necessary for a fair presentation of (a) the results of operations for the three
month  periods  ended March 31, 2000 and 1999,  and the period  January 13, 1997
(Date of Inception) to March 31, 2000,  (b) the financial  position at March 31,
2000,  (c) cash flows for the three month  period ended March 31, 2000 and 1999,
and the period  January 13, 1997 (Date of Inception) to March 31, 2000 have been
made.

                              Organizational Costs
                              --------------------
Costs  incurred in the  organization  of the Company  were  expensed as incurred
under  the  provision  of  SOP  98-5,  "reporting  on  the  costs  of  start  up
activities."

                                  Income Taxes
                                  ------------
Deferred income taxes are provided for when transactions are reflected in income
for  financial  reporting  purposes  in a year  other  than  the  year of  their
inclusion in taxable  income.  Deferred tax assets and  liabilities are measured
using  enacted  tax rates  expected  to apply to taxable  income in the years in
which those temporary  differences are expected to be recovered or settled.  The
effect  on  deferred  tax  assets  and  liabilities  of a change in tax rates is
recognized in income in the period that includes the enactment date.


                                      F-12
<PAGE>

                              ALPHA RESOURCES, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements
                    For the Three Months Ended March 31, 2000
                                   (Unaudited)

                                   (Continued)

                          Concentration of Credit Risk
                          ----------------------------
The Company  maintains  cash  balances at a bank.  The account is insured by the
Federal Deposit Insurance Corporation up to $100,000.

                                 Loss Per Share
                                 --------------
Basic  loss per share is  computed  by  dividing  net loss  available  to common
shareholders  by the  weighted  average  number  of shares  outstanding  for the
period.



Note 3 -                   Related Party Transactions
                           --------------------------

The  Company  has  received  $30,000 of loans from the six  shareholders  of the
Company. These loans are due on demand and bear interest at 8% per annum and are
unsecured.  Three of these  shareholders  are also officers and directors of the
Company.  The  Company  accrued  $4,401 of  interest on these notes at March 31,
2000.

                                      F-13
<PAGE>

                              ALPHA RESOURCES, INC.
                             SUBSCRIPTION AGREEMENT

1.  Subscription.  The undersigned  hereby  subscribes to purchase  _______ (the
"Units"), of Alpha Resources, Inc. (the "Company") for a purchase price equal to
$6.00  per  unit or  $________________  total.  A  cashier's  check  payable  to
"Continental  Stock  Transfer & Trust Co., as Escrow Agent for Alpha  Resources,
Inc." in the amount of the  purchase  price is enclosed  with this  Subscription
Agreement.


2. Subscription  Funds. The undersigned  understands that the subscription funds
will be held in an escrow account at  Continental  Stock Transfer & Trust Co. In
the event this Subscription Agreement is rejected in whole by the Company, or if
subscriptions  for a minimum of 10,000 Units have not been received and accepted
by the Escrow  Agent,  the funds will be promptly  returned  to the  undersigned
without interest or deduction,  and this Subscription Agreement will be null and
void. In the event this Subscription Agreement is accepted, in whole or in part,
the funds  deposited in the escrow account will be paid over to the Company at a
closing and applied as described in the  Prospectus  (and any amounts  which the
undersigned has tendered in excess of the cash subscription  price for the Units
allocated to the undersigned will be returned).

3.  Acknowledgement.  The undersigned  acknowledges  that, prior to signing this
Subscription  Agreement,  he or she has received the  Prospectus  describing the
offering  of Units by the Company and has  carefully  reviewed  the risks of and
other  considerations  relevant  to, a purchase of the Common  Stock,  including
those described under the caption "Risk Factors" in the Prospectus.

4. Subscription Irrevocable.  This Subscription Agreement is not transferable or
assignable  and is  irrevocable,  except that the execution and delivery of this
Subscription  Agreement will not constitute an agreement between the undersigned
and the Company  until this  subscription  is accepted on behalf of the Company.
This  Subscription  Agreement  shall  survive  the  death or  disability  of the
undersigned  and  shall  be  binding  upon the  undersigned's  heirs  and  legal
representatives.

The undersigned  hereby executes this Subscription  Agreement as of the ____ day
of _______  2000,  at  -----------------------,  ----------------------.
                              (city)                    (state)

                               SUBSTITUTE FORM W-9
               PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER

Under the penalties of perjury,  I certify that: (1) the Social  Security number
or Taxpayer  Identification  Number  given  below is  correct;  and (2) 1 am not
subject to backup withholding. INSTRUCTION: YOU MUST CROSS OUT NUMBER 2 ABOVE IF
YOU HAVE BEEN NOTIFIED BY THE INTERNAL  REVENUE  SERVICE THAT YOU ARE SUBJECT TO
BACKUP WITHHOLDING  BECAUSE OF UNDERREPOM71NG  INTEREST OR DIVIDENDS ON YOUR TAX
RETURN.

MAIL TO:                                   Signature: __________________________

Alpha Resources Subscription Account       Print Name: _________________________

c/o Continental Stock Transfer & Trust Co.          ____________________________

2 Broadway                               ___________________________________
                                         Federal Employer Identification Number/
New York, New York 10004                 Social Security Number

                                         -----------------------------------
                                         Street Address

                                         -----------------------------------
                                         City, State and Zip Code

                                         -----------------------------------
                                         Telephone Number


<PAGE>


No dealer,  salesperson, or any other individual has been authorized to give any
information  or make any  representations  not  contained in this  Prospectus in
connection with the Offering covered by this Prospectus.  If given or made, such
information or representations must not be relied upon as having been authorized
by the Company.  This  Prospectus  does not  constitute  an offer to sell,  or a
solicitation of an offer to buy, the Common Stock in any jurisdiction  where, or
to any  person  to whom,  it is  unlawful  to make such  offer or  solicitation.
Neither the delivery of this  Prospectus nor any sale made hereunder shall under
any  circumstances,  create an implication that there has not been any change in
the facts set forth in this  Prospectus  or in the affairs of the Company  since
the date hereof.


         TABLE OF CONTENTS

                                             Page
Prospectus Summary.......................     1
The Company..............................     1
Risk Factors.............................     5
Dilution.................................    12
Comparative Data.........................    13
Use of Proceeds..........................    14
Business.................................    16
Management and Principal
  Shareholders...........................    22
Certain Transactions.....................    25
Description of Securities................    26
Plan of Distribution.....................    28
Litigation...............................    29
Legal Matters............................    29
Experts..................................    29
Further Information......................    30
Financial Statements.....................   F-1

Until  August 4, 2000 (25 days after the date of the  Prospectus),  all  dealers
effecting   transactions   in  the   registered   securities,   whether  or  not
participating in this distribution, may be required to deliver a Prospectus.





                              ALPHA RESOURCES, INC.

                                  20,000 Units


                               1,200,000 SHARES OF
                                  COMMON STOCK


                                ----------------

                                   PROSPECTUS
                                ----------------





                                ----------------


                                  July 10, 2000



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