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10KSB, 1999-12-16
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               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                           FORM 10-KSB
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                      EXCHANGE ACT OF 1934

For the year ended December 31, 1998.Commission File No. 000-
23959




        LAS VEGAS SPORTS AND CELEBRITY HALL OF FAME, INC.
     (Exact name of registrant as specified in its charter)




Nevada                                            86-0874368
(State of organization) (I.R.S. Employer Identification No.)

7910 Bermuda Road, Las Vegas, NV 89123
(Address of principal executive offices)

Registrant's telephone number, including area code (702) 898-3765

Securities registered under Section 12(g) of the Exchange Act:
     Common stock, $0.001 par value per share

Registrant's Attorney: Daniel G. Chapman, Esq., 2080 E. Flamingo
Road, Suite 112, Las Vegas, NV 89119, (702) 650-5660

Check whether the issuer (1) filed all reports required to be
file by Section 13 or 15(d) of the Exchange Act during the past
12 months and (2) has been subject to such filing requirements
for the past 90 days.  Yes X

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B not contained in this form, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendments to this Form 10-KSB.                        [ X ]

Issuer's Revenue during the year ended December 31, 1998:   $ 0

Aggregate market value of the voting and non-voting common equity
held by non-affiliates based on the price of N/A per share (the
selling or average bid and asked price) as of March 29, 1999:
N/A.

NOTE: The company's stock is not, and has not, been traded or
quoted, and the book value is negative. Therefore, there is no
way to ascertain a market value for the stock.

              DOCUMENTS INCORPORATED BY REFERENCE:

The Company's form 10, filed on March 27, 1998, and the exhibits
attached thereto, are incorporated by reference.

                             PART I

ITEM 1.   DESCRIPTION OF BUSINESS

                           Background

Las Vegas Sports and Celebrity Hall of Fame, Inc. (the "Company")
is a Nevada corporation formed on February 7, 1991. Its principal
place of business is located at 7910 Bermuda Road, Las Vegas,  NV
89123.  The  Company  was  organized  to  engage  in  any  lawful
corporate  business, including but not limited to,  participating
in  mergers with and acquisitions of other companies. The Company
has  been in the developmental stage since inception and  has  no
operating history other than organizational matters.

On  February 8, 1991, the Company issued a total of 5,000  shares
of its Common Stock to two founders, Charles F. Richards, Jr. and
David  L. Christensen, at a price of $1.00 per share, for a total
of $5,000.  Charles Richards, Jr. gifted some of his shares to 15
friends  and  business acquaintances, one of whom was  Andrew  W.
Berney.  Mr. Berney then gifted some of his shares to a total  of
14  friends and business acquaintances. All transfers were exempt
from the registration requirements of Section 5 of the Securities
Exchange  Act  of 1934, as amended, (the "Act")  as  provided  in
Section 4 of that Act.

On   June   6,   1997,  the  Company  amended  its  Articles   of
Incorporation, increasing the authorized number of capital shares
from  25,000  to  50,000,000  common  shares.  The  Company  also
assigned  a  par  value  of  $0.001 to  the  common  shares,  and
authorized   a  forward  split  of  the  currently   issued   and
outstanding  stock  on  a 1,200:1 basis, thereby  increasing  the
number  of  issued and outstanding shares from 5,000 to 6,000,000
common shares.

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

The  Board  of  Directors has elected to begin  implementing  the
Company's principal business purpose, described below under "Item
2,  Plan of Operation". As such, the Company can be defined as  a
"shell" company, whose sole purpose at this time is to locate and
consummate a merger or acquisition with a private entity.

The  proposed  business activities described herein classify  the
Company  as  a  "blank check" company. Many states  have  enacted
statutes,  rules, and regulations limiting the sale of securities
of  "blank  check"  companies in their respective  jurisdictions.
Management  does not intend to undertake any efforts to  cause  a
market to develop in the Company's securities until such time  as
the Company has successfully implemented its business plan.

The Company's business is subject to numerous risk factors. These
are  described  in the Company's Form 10 and are incorporated  by
this reference to Item 1 of that document.

ITEM 2.   DESCRIPTION OF PROPERTY.

The  Company  neither owns nor leases any real property  at  this
time. The Company does have the use of a limited amount of office
space from one of the directors, John Michael Eckert, at no  cost
to  the  Company,  and  Management expects  this  arrangement  to
continue.  The  Company pays its own charges  for  long  distance
telephone    calls    and   other   miscellaneous    secretarial,
photocopying,  and similar expenses. This is a  verbal  agreement
between John Michael Eckert and the Board of Directors.

ITEM 3.   LEGAL PROCEEDINGS

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

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No such matters were submitted during the fourth quarter of 1998.

                             PART II

ITEM 5.   MARKET   FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER
          MATTERS.

The  Company's Articles of Incorporation authorizes the  issuance
of 50,000,000 shares of Common Stock, $0.001 par value per share,
of which 6,000,000 are issued and outstanding. The shares are non-
assessable,  without  pre-emptive  rights,  and  do   not   carry
cumulative  voting rights. Holders of common shares are  entitled
to  one vote for each share on all matters to be voted on by  the
stockholders. The shares are fully paid, non-assessable,  without
pre-emptive  rights, and do not carry cumulative  voting  rights.
Holders  of  common  shares  are entitled  to  share  ratably  in
dividends, if any, as may be declared by the Company from time-to-
time,   from  funds  legally  available.  In  the  event   of   a
liquidation,  dissolution, or winding  up  of  the  Company,  the
holders of shares of common stock are entitled to share on a pro-
rata  basis  all assets remaining after payment in  full  of  all
liabilities.

As   of  October  19,  1999,  there  were  6,000,000  issued  and
outstanding  shares of the Registrant's common stock.  Of  these,
3,210,00  are  restricted and are subject to resale  restrictions
and, unless registered under the Securities Act or exempted under
another  provision of the Securities Act, will be ineligible  for
sale in the public market. Sales may be made after two years from
their  acquisition in accordance with Rule 144 promulgated  under
the  Securities Act.. There are approximately 31 shareholders  of
the  common stock. There is no active market for the registrant's
securities.

                            Dividends

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

            Recent Sales of Unregistered Securities.

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

Of  the  6,000,000 shares outstanding, a total of  3,210,000  are
restricted  and  may  not  be  sold  other  than  pursuant  to  a
registration statement being in effect, pursuant to an  exemption
from  registration, or in accordance with Rule 144.  In  general,
under Rule 144, a person (or persons whose shares are aggregated)
who  has  satisfied  a  one year holding  period,  under  certain
circumstances, may sell within any three-month period a number of
shares  which does not exceed the greater of one percent  of  the
then  outstanding  Common  Stock or the  average  weekly  trading
volume  during the four calendar weeks prior to such  sale.  Rule
144 also permits, under certain circumstances, the sale of shares
without  any quantity limitation by a person who has satisfied  a
two-year holding period and who is not, and has not been for  the
preceding three months, an affiliate of the Company.

ITEM 6.   MANAGEMENT'S PLAN OF OPERATION

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This  statement  includes  projections  of  future  results   and
"forward-looking statements" as that term is defined  in  Section
27A  of  the  Securities Act of 1933 as amended (the  "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934  as
amended (the "Exchange Act"). All statements that are included in
this  Registration Statement, other than statements of historical
fact,   are   forward-looking  statements.  Although   Management
believes that the expectations reflected in these forward-looking
statements  are  reasonable, it can give no assurance  that  such
expectations  will prove to have been correct. Important  factors
that  could  cause actual results to differ materially  from  the
expectations are disclosed in this Statement, including,  without
limitation, in conjunction with those forward-looking  statements
contained in this Statement.

                        Plan of Operation

The  Company's Plan of Operation has not changed since the filing
of its amended Form 10-SB. The description of the current plan of
operation  is  incorporated by reference to  Section  2  of  that
amended Form 10-SB filed with the SEC on May 10, 1999.

                           Competition

The  Company  is an insignificant participant among  firms  which
engage   in   business  combinations  with,  or   financing   of,
development-stage   enterprises.  There  are   many   established
management and financial consulting companies and venture capital
firms  which  have significantly greater financial  and  personal
resources,  technical expertise and experience than the  Company.
In   view  of  the  Company's  limited  financial  resources  and
management  availability, the Company  will  continue  to  be  at
significant  competitive  disadvantage  vis-a-vis  the  Company's
competitors.

                      Year 2000 Compliance

The   Company  is  aware  of  the  issues  associated  with   the
programming  code in existing computer systems as the  year  2000
approaches. The Company has assessed these issues as they  relate
to  the Company, and since the Company currently has no operating
business  and  does not use any computers, and since  it  has  no
customers,  suppliers or other constituents, it does not  believe
that  there are any material year 2000 issues to disclose in this
report.

                            Employees

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

ITEM 7.   FINANCIAL STATEMENTS.

The  financial statements and supplemental data required by  this
Item 7 follow the index of financial statements appearing at Item
13 of this Form 10K-SB.

ITEM 8.   CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS   ON
          ACCOUNTING AND FINANCIAL DISCLOSURE.

The  Registrant has not changed accountants since its  formation,
and  Management has had no disagreements with the findings of its
accountants.

                            PART III

ITEM 9.   DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS, AND  CONTROL
          PERSONS

The  members of the Board of Directors of the Company serve until
the  next  annual  meeting of the stockholders,  or  until  their
successors have been elected. The officers serve at the  pleasure
of the Board of Directors.

There are no agreements for any officer or director to resign  at
the  request  of  any other person, and none of the  officers  or
directors  named  below  are acting  on  behalf  of,  or  at  the
direction of, any other person.

The  Company's officers and directors will devote their  time  to
the  business  on  an  "as-needed" basis, which  is  expected  to
require 5-10 hours per month.

Information  as  to the directors and executive officers  of  the
Company is as follows:

<TABLE>

<S>                      <C>               <C>

Name/Address             Age               Position
Charles F. Richards,     56                President/Direc
Jr.                                        tor
David L. Christensen     51                Secretary/Director
John Michael Eckert      52                Treasurer/Director
</TABLE>

The  biographies  of Messrs. Richards, Christensen,  and  Eckert,
together  with a description of their experience with blank-check
companies is included in the Company's Amended Form 10-SB, and is
incorporated by reference to section 5 of that document.

ITEM 10.  EXECUTIVE COMPENSATION

No  compensation of directors or executive officers  is  paid  or
anticipated  to  be paid by the Company until an  acquisition  is
completed. On acquisition of a target company, current management
may  resign  and  be  replaced  by persons  associated  with  the
business  acquired, particularly if the Company  participates  in
the  target  company  by effecting a reorganization,  merger,  or
consolidation. If any member of current management remains  after
effecting  an  acquisition, that member's  time  commitment  will
likely  be  adjusted  based  on the  nature  and  method  of  the
acquisition  and  location of the business. That time  commitment
cannot  be  predicted prior to the acquisition.  Compensation  of
management will be determined by the board of directors in  place
after  the acquisition, and shareholders of the Company will  not
have the opportunity to vote on or approve such compensation.

ITEM 11.  SECURITY  OWNERSHIP  OF CERTAIN BENEFICIAL  OWNERS  AND
          MANAGEMENT.

The  following  tables  set  forth information  relating  to  the
beneficial  ownership  of the Company's  common  stock  by  those
persons  holding  beneficially more  than  5%  of  the  Company's
capital stock, by the Company's directors and executive officers,
and by all of the Company's directors and executive officers as a
group.

a) Security Ownership of Certain Beneficial Owners

<TABLE>

<S>       <C>                     <C>               <C>

Title of  Name and Address of     Amount and        Percent of Class
Class     Beneficial Owner        Nature of
                                  Beneficial
                                  Ownership
Common    David L. Christensen    3,000,000         50.00%
          7900 Four Seasons
          Drive
          Las Vegas, NV 89129
Common    John Michael Eckert     90,000            1.50%
          7910 Bermuda Rd
          Las Vegas, NV 89123
</TABLE>

b) Security Ownership of Management

<TABLE>

<S>       <C>                       <C>               <C>

Title of  Name and Address of       Amount and        Percent of Class
Class     Beneficial Owner          Nature of
                                    Beneficial
                                    Ownership
Common    Charles F. Richards, Jr.  120,000           2.00%
          3065 Sunset Blvd.
          Belleaire Bluff, FL
          33770
Common    David L. Christensen      3,000,000         50.00%
          7900 Four Seasons Drive
          Las Vegas, NV 89129
Common    John Michael Eckert       90,000            1.50%
          7910 Bermuda Rd
          Las Vegas, NV 89123
Common    All directors and         3,210,000         53.50%
          officers as a group (3
          individuals)
</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

ITEM 13.  FINANCIAL STATEMENTS AND EXHIBITS.

FINANCIAL STATEMENTS

          Reports  of  Independent Auditor,  Barry  L.  Friedman,
            P.C., dated March 10, 1999.

          Balance  Sheet  as of December 31, 1998,  December  31,
            1997 and December 31, 1996.

          Statement of Operation for the years ended December 31,
            1998, December 31, 1997 and December 31, 1996.

          Statement of Stockholders' Equity.

          Statement  of  Cash Flows for the years ended  December
            31, 1998, December 31, 1997, and December 31, 1996.

          Notes to Financial Statements

                  INDEPENDENT AUDITORS' REPORT

Board of Directors                     October 22, 1999
Las Vegas Sports and Celebrity Hall of Fame, Inc.
Las Vegas, Nevada

I  have  audited  the accompanying Balance Sheets  of  Las  Vegas
Sports  and  Celebrity  Hall of Fame, Inc. (A  Development  Stage
Company),  as  of  December  31, 1998,  December  31,  1997,  and
December  31,  1996,  and the related statements  of  operations,
stockholders'  equity and cash flows for the  three  years  ended
December  31,  1998,  December 31, 1997, and December  31,  1996.
These   financial  statements  are  the  responsibility  of   the
Company's management. My responsibility is to express an  opinion
on these financial statements based on my audit.

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

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position  of  Las
Vegas  Sports  and  Celebrity Hall of Fame, Inc.  (A  Development
Stage  Company), as of December 31, 1998, December 31, 1997,  and
December  31,  1996, and the results of its operations  and  cash
flows  for the three years ended December 31, 1998, December  31,
1997,  and  December  31,  1996,  in  conformity  with  generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming
the  Company  will continue as a going concern. As  discussed  in
Note  #5  to  the financial statements, the Company has  suffered
recurring losses from operations and has no established source of
revenue.  This  raises  substantial doubt about  its  ability  to
continue as a going concern. Management's plan in regard to these
matters  is  described in Note #5. These financial statements  do
not include any adjustments that might result from the outcome of
this uncertainty.

     /s/ Barry L. Friedman
     Barry L. Friedman
     Certified Public Accountant

        Las Vegas Sports and Celebrity Hall of Fame, Inc.
                  (A Development Stage Company)
                          BALANCE SHEET

<TABLE>

<S>                              <C>               <C>               <C>

                                 December 31,      December 31,      December 31,
                                 1998              1997              1996
            ASSETS
CURRENT ASSETS:                  0                 0                 0
TOTAL CURRENT ASSETS             0                 0                 0
OTHER ASSETS;                    0                 0                 0
TOTAL OTHER ASSETS               0                 0                 0
TOTAL ASSETS                     0                 0                 0
 LIABILITIES AND STOCKHOLDERS'
            EQUITY
CURRENT LIABILITIES;
Officers Advances                 3,600             1,890             0
TOTAL CURRENT LIABILITIES        3,600             1,890             0
STOCKHOLDERS' EQUITY;
Common stock, $1.00 par value,                                        $5,000
authorized 25,000,000 shares
issued and outstanding
December 31, 1996 - 5,000
Common stock, $0.001 par value,                     $6,000
authorized 50,000,000 shares
issued and outstanding
December 31, 1997 -6,000,000
December 31, 1998 - 6,000,000     $6,000
Additional paid-in Capital        -1,000            -1,000            0
Accumulated loss                  -8,600            -6,890            -5,000
TOTAL STOCKHOLDERS' EQUITY       -3,600            -1,890            0
TOTAL LIABILITIES AND            0                 0                 0
STOCKHOLDERS' EQUITY
</TABLE>

        Las Vegas Sports and Celebrity Hall of Fame, Inc.
                  (A Development Stage Company)
                     STATEMENT OF OPERATION

<TABLE>

<S>              <C>        <C>         <C>         <C>

                 Year       Year        Year Ended  Feb. 7,
                 Ended      Ended       Dec. 31,    1991
                 Dec. 31,   Dec. 31,    1996        (Inception
                 1998       1997                    ) to Dec.
                                                    31, 1998
INCOME:

Revenue           0          0           0           0
EXPENSES:
Accounting        950        950         0           1,900
Filing Fees       85         940         0           1,025
General, Selling  675        0           0           5,675
and
Administrative
Total Expenses   1,710      1,890       0           8,600
Net Profit/Loss(--1,710     -1,890      0           -8,600
)
Net Profit/Loss  -.0003     -.0003      NIL         -.0014
(-) Per weighted
Share (Note 2)
Weighted average 6,000,000  6,000,000   6,000,000   6,000,000
Number of common
Shares
outstanding
</TABLE>

See accompanying notes to financial statements & audit report

        Las Vegas Sports and Celebrity Hall of Fame, Inc.
                  (A Development Stage Company)
                STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>

<S>                  <C>               <C>               <C>               <C>

                     Common Shares     Stock Amount      Additional paid-  Accumulated
                                                         in Capital        Deficit
Balance,             5,000             $5,000            0         -5,000
December 31, 1995
Net loss year ended                                                        0
December 31, 1996
Balance,             5,000             $5,000            0                 -5,000
December 31, 1996
February 14, 1997    5,995,000         +5,995            -5,995
Forward Stock Split
1,200:1
Net loss year ended                                                        -1,890
December 31, 1997
Balance,             6,000,000         $6,000            -1,000            -6,890
December 31, 1997
Net loss year ended                                                        -1,710
December 31, 1998
Balance,             6,000,000         $6,000            -1,000            -8,600
December 31, 1998
</TABLE>

See accompanying notes to financial statements & audit report.

        Las Vegas Sports and Celebrity Hall of Fame, Inc.
                  (A Development Stage Company)
                     STATEMENT OF CASH FLOWS

<TABLE>

<S>                   <C>               <C>               <C>               <C>

                      Year Ended Dec.   Year Ended Dec.   Year Ended Dec.   Feb. 7, 1991
                      31, 1998          31, 1997          31, 1996          (Inception) to
                                                                            Dec. 31, 1998
Cash Flows from
Operating Activities:
Net Loss               -1,710            -1,890            0                 -8,600
Adjustment to          0                 0                 0                 0
Reconcile net loss to
cash provided by
operating activities:
Changes in Assets and
Liabilities:
Increase in current
Liabilities:
Officers Advances     +1,710            +1,890            0                 +8,600
Net cash used in      0                 0                 0                 -5,000
operating activities
Cash Flows from       0                 0                 0                 0
Investing Activities
Cash Flows from       0                 0                 0                 +5,000
Financing Activities:
Issuance of common     0                 0                 0                 0
stock
Net increase          0                 0                 0                 0
(decrease) in cash
Cash, Beginning of    0                 0                 0                 0
period
Cash, end of period   0                 0                 0                 0
</TABLE>
See accompanying notes to financial statements & audit report

        Las Vegas Sports and Celebrity Hall of Fame, Inc.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
            December 31, 1998, and December 31, 1997

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

The Company was organized February 7, 1991, under the laws of the
State  of Nevada as Las Vegas Sports and Celebrity Hall of  Fame,
Inc.  The  Company currently has no operations and in  accordance
with SFAS #7, is considered a development company.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Method

The Company records income and expenses on the accrual method.

Estimates

The  preparation  of  financial  statements  in  conformity  with
generally  accepted accounting principles requires management  to
make  estimates and assumptions that affect the reported  amounts
of assets and liabilities and disclosure of contingent assets and
liabilities  at  the  date of the financial  statements  and  the
reported  amounts  of revenue and expenses during  the  reporting
period. Actual results could differ from those estimates.

Cash and equivalents

The  Company  maintains a cash balance in a  non-interest-bearing
bank that currently does not exceed federally insured limits. For
the  purpose  of the statements of cash flows, all highly  liquid
investments  with  the  maturity of  three  months  or  less  are
considered  to be cash equivalents. There are no cash equivalents
as of December 31, 1998.

Income Taxes

Income  taxes  are  provided for using the  liability  method  of
accounting  in accordance with Statement of Financial  Accounting
Standards  No. 109 (SFAS #109) "Accounting for Income  Taxes".  A
deferred  tax  asset or liability is recorded for  all  temporary
difference  between  financial and tax  reporting.  Deferred  tax
expense (benefit) results from the net change during the year  of
deferred tax assets and liabilities.

Organization Costs

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

Loss Per Share

Net  loss  per share is provided in accordance with Statement  of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings  Per
Share".  Basic  loss  per share is computed  by  dividing  losses
available  to common stockholders by the weighted average  number
of  common shares outstanding during the period. Diluted loss per
share  reflects  per share amounts that would  have  resulted  if
dilative  common stock equivalents had been converted  to  common
stock.  As  of  December 31, 1998, the Company  had  no  dilative
common stock equivalents such as stock options.

Year End

The Company has selected December 31st as its year-end.

Year 2000 Disclosure

The  year  2000  issue is the result of computer  programs  being
written  using  two  digits  rather  than  four  to  define   the
applicable  year.  Computer programs  that  have  time  sensitive
software may recognize a date using "00" as the year 1900  rather
than  the  year  2000. This could result in a system  failure  or
miscalculations causing disruption of normal business activities.
Since  the Company currently has no operating business  and  does
not  use  any computers, and since it has no customers, suppliers
or other constituents, there are no material Year 2000 concerns.

NOTE 3 - INCOME TAXES

There  is  no  provision for income taxes for  the  period  ended
December 31, 1998, due to the net loss and no state income tax in
Nevada,  the state of the Company's domicile and operations.  The
Company's total deferred tax asset as of December 31, 1998 is  as
follows:



Net operation loss carry forward   $8,600
Valuation allowance      $8,600

Net deferred tax asset   $    0

The  federal  net  operation loss carry forward  will  expire  in
various amounts from 2011 to 2018.

This  carry  forward may be limited upon the  consummation  of  a
business combination under IRC Section 381.

NOTE 4 - STOCKHOLDERS' EQUITY

Common Stock

The  authorized  common  stock  of the  corporation  consists  of
50,000,000 shares with a par value of $0.001 per share.

Preferred Stock

The corporation has no preferred stock.

On February 8, 1991, the Company issued 5,000 shares of its $1.00
par value Common Stock in consideration of $5,000.00 in cash.

On  February  14,  1997,  the Company restated  its  Articles  of
Incorporation.  The  Company  authorized  an  increase   in   its
capitalization from 25,000 Common shares at $1.00  par  value  to
50,000,000 Common Shares with a par value of $0.001.

On  February 14, 1997, the Company had a 1,200 to 1 forward stock
split,  increasing the number of outstanding Common  Shares  from
5,000 to 6,000,000 Common Shares.

NOTE 5 - GOING CONCERN

The  Company's financial statements are prepared using  generally
accepted  accounting principles applicable  to  a  going  concern
which  contemplates the realization of assets and liquidation  of
liabilities  in  the  normal  course of  business.  However,  the
Company  does not have significant cash or other material assets,
nor does it have an established source of revenues sufficient  to
cover  its operating costs and to allow it to continue as a going
concern. It is the intent of the Company to seek a merger with an
existing,    operating   company.   Until    that    time,    the
stockholders/officers  and  or  directors   have   committed   to
advancing the operating costs of the Company interest free.

NOTE 6 - RELATED PARTY TRANSACTIONS

The  Company  neither  owns  nor  leases  any  real  or  personal
property. An officer of the corporation provides office  services
without  charge.  Such  costs  are immaterial  to  the  financial
statements and accordingly, have not been reflected therein.  The
officers  and  directors of the Company  are  involved  in  other
business  activities and may, in the future, become  involved  in
other   business   opportunities.    If   a   specific   business
opportunity becomes available, such persons may face  a  conflict
in  selecting  between  the  Company  and  their  other  business
interests.  The  Company  has not formulated  a  policy  for  the
resolution of such conflicts.

NOTE 7 - WARRANTS AND OPTIONS

There  are  no  warrants or options outstanding  to  acquire  any
additional share of common stock.

EXHIBITS

The   exhibits,   consisting  of  the   Company's   Articles   of
Incorporation and Bylaws, are attached to the Company's Form  10,
filed  on  March  28,  1999. These exhibits are  incorporated  by
reference to that Form.

                           SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange
Act, the Registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.



                           Las Vegas Sports and Celebrity Hall
                              of Fame, Inc.



                           By: /s/ Charles F. Richards, Jr.
                              Charles F. Richards, Jr.,
                              President


<TABLE> <S> <C>

<ARTICLE> 5

<S>                             <C>                     <C>                     <C>
<PERIOD-TYPE>                   YEAR                   YEAR                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1998             DEC-31-1997             DEC-31-1996
<PERIOD-END>                               DEC-31-1998             DEC-31-1997             DEC-31-1996
<CASH>                                               0                       0                       0
<SECURITIES>                                         0                       0                       0
<RECEIVABLES>                                        0                       0                       0
<ALLOWANCES>                                         0                       0                       0
<INVENTORY>                                          0                       0                       0
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<TOTAL-ASSETS>                                       0                       0                       0
<CURRENT-LIABILITIES>                            3,600                   1,890                       0
<BONDS>                                              0                       0                       0
                                0                       0                       0
                                          0                       0                       0
<COMMON>                                         5,000                   5,000                   5,000
<OTHER-SE>                                     (8,600)                 (6,890)                 (5,000)
<TOTAL-LIABILITY-AND-EQUITY>                         0                       0                       0
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<CGS>                                                0                       0                       0
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<OTHER-EXPENSES>                                 1,710                   1,890                       0
<LOSS-PROVISION>                               (1,710)                 (1,890)                       0
<INTEREST-EXPENSE>                                   0                       0                       0
<INCOME-PRETAX>                                      0                       0                       0
<INCOME-TAX>                                         0                       0                       0
<INCOME-CONTINUING>                            (1,710)                 (1,890)                       0
<DISCONTINUED>                                       0                       0                       0
<EXTRAORDINARY>                                      0                       0                       0
<CHANGES>                                            0                       0                       0
<NET-INCOME>                                   (1,710)                 (1,890)                       0
<EPS-BASIC>                                        0                       0                       0
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