SPORTSMANS WHOLESALE CO
10KSB, 2000-05-17
MISC DURABLE GOODS
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<PAGE>
                 U.S. Securities and Exchange Commission
                          Washington D.C. 20549

                                Form 10-KSB

[X]  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

          For the fiscal year ended December 31, 1999

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934


                     Commission File Number: 33-65573


                         Sportsman's Wholesale Company
          (Name of small business issuer as specified in its charter)

             Nevada                              84-1408762
     (State or other jurisdiction of          (I.R.S. employer
      incorporation or organization)          Identification No.)

                              55 West 200 North #3
                                Provo, UT 84601
                    (Address of principal executive offices)

                                  801 377-0874
                (Registrant's telephone no., including area code)

     Securities registered pursuant to Section 12(b) of the Exchange Act:
None

     Securities registered pursuant to Section 12(g) of the Exchange Act:
None

Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
                 Yes      X       No

Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be contained,
to the best of the Issuer's knowledge, in the definitive proxy or information
statements incorporated by reference in Part III of this form 10-KSB or any
amendment to this Form 10-KSB.

The aggregate market value of the common voting stock held by non-affiliates
as of May 15, 2000: Undetermined

The Issuer's revenues for its most recent fiscal year: $5,949
<PAGE>
The number of shares outstanding of the Issuer's common stock at May 15,
2000: 1,603,500 of $0.0001 par value.

Transitional Small Business Disclosure Format: Yes             No X
<PAGE>
                                   PART I

(A)  Business Development.

Sportsman's was incorporated under the state of Nevada on March 13,1996, for
the purpose of becoming a wholesaler of sporting goods, primarily associated
with the shooting sports. On January 15, 1998 the company issued 500,000
shares in consideration for $500.00 at a par value of $.001 to Fred L. Hall,
the sole officer and director of the company. On February 19, 1998 Cap's
Sporting Goods issued 1,000,000 shares of common stock in consideration of
$1,000.00 at a par value of $.001 to Mr. Hall, the Company's sole officer and
director.  On March 16, 1998 the company amended its Articles of Incorporation
to change the par value of it's common stock from .001 to .0001. In April
1998, Sportsman's acquired all of the outstanding stock of Cap's Sporting
Goods Wholesale, Inc. (Cap's). Sportsman's is operating its wholesale sporting
goods business through its new operating subsidiary, Cap's.

During late June 1998, 3,500 additional restricted common shares of
Sportsman's were issued in consideration of $2,625, to three other investors
in a private offering.

On July 15, 1999 the Company closed its public stock offering and issued
100,000 shares of stock in consideration of $150,000 at a par value of .0001.


(B)  Business of the Issuer.

In December, 1998, the Company entered into an agreement with a local Utah
shooting club to acquire the club's shooting facilities for approximately
$20,000 cash, contingent on the completion of its public offering.
Subsequently, the shooting sports facilities were purchased on August 4, 1999
for $17,425.  This acquisition gives Sportsman's its first outlet for shooting
sports products. At the time of the acquisition of the sport shooting
facilities the Company entered into an agreement with the shooting club that
in exchange for 30% of the gross revenues the hunting club would provide all
hourly labor and landowner fees.  The Company will bill the club monthly with
the understanding that the outstanding receivables will be due the following
year by April 30th. During the second half of 1999 the shooting facilities
generated $5,870 net proceeds.  The facility is open to the public every
Tuesday and the first two Saturdays of each month.  It is open additionally
for special events and tournaments.

During the 1999 fiscal year, Sportsman's organized and sponsored twelve
National Sporting Clays Association shooting tournaments at a local shooting
club with the intent of developing awareness among local shooters of
Sportsman's and its intent to enter the wholesale sporting goods business and
the shooting facility.

The Company is currently in the process of constructing two skeet fields and a
3-D archery course with the intention of holding tournaments promoting each.
The Company intends to open on specific days each week for public use of these
<PAGE>
facilities.   Additionally, the Company intends to market directly to
different Boy Scout troops in the local area that would be interested in
earning their marksmanship and archery badges.

During the second quarter of 1999, Sportsman's was able to acquire the
flyfishing inventory of Great Basin Fly Shop for $4,326.  Additionally,
Sportsman's acquired the inventory of H & N Fly Tackle Co. for $3,080. These
are the first inventory acquisitions by Sportsman's and will be used for
resale. The Company has identified a business that is interested in acquiring
most of the fly tackle inventory.

Item 2. Properties.

     The Company has no office facilities of its own.  The Company uses the
offices of the Company's president.  The Company does own and operate the
shooting sports equipment it acquired in Springville, Utah.


Item 4. Legal Proceedings

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

Item 5. Submission of Matters to a Vote of Security Holders

     No matter was submitted to a vote of the security holders, through
solicitation of proxies or otherwise during the 4th quarter of the fiscal year
covered by this report.

Item 6. Market for Common Equity and Related Stockholder Matters

     (a) Market Information

     There has never been any established "public market" for shares of
common stock of Sportsman's.  Sportsman's intends to submit it common stock
for quotation on the OTC Bulletin Board of the National Association of
Securities Dealers ("NASD").

     (b) Recent Sales of Restricted Securities:  None.


     (c) Stockholders

     As of April 14, 2000, there were approximately 31 record holders of the
Company's Common Stock.  No other class of stock is outstanding at this time.


     (d) Dividends

     The Company has not previously paid any cash dividends on its
outstanding equity securities and does not anticipate or contemplate paying
dividends on its outstanding common stock in the foreseeable future.
Management intends to utilize all available funds for the development of the
Company's business.  The only legal restrictions that limit the Company's
ability to pay dividends are those restrictions imposed by Nevada corporate
law.  No dividends or other distributions may be made which would render the
<PAGE>
Company insolvent or reduce assets to less than the sum of its liabilities
plus the amount needed to satisfy any outstanding liquidation preferences.

                             PART II

Item 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

     The following discussion and analysis should be read in conjunction with
the Company's financial statements and the notes associated with them
contained elsewhere in this Report.

     Liquidity and Capital Resources

     At December 31, 1999 the Company's assets consist primarily of cash from
the public offering which was completed in July 1999 and operating equipment
at the shooting facility which was acquired in August of 1999.  Management
feels that the Company will be able to operate sufficiently during its
development stage using these resources.

     Results of Operations.  Fiscal Year Ended December 31, 1999 Compared to
     Fiscal Year Ended December 31, 1998

     Operating revenues for fiscal year 1999 were $5,949, compared to $0 in
1998.  Revenues were generated primarily from operations of the Company's
shooting facilities.

     Operating expenses for fiscal year 1999 totaled $51,614, comprising
mainly of legal, accounting expenses, clays inventory and salary, an increase
of $6,373 from the $45,241 level experienced in 1998.   The bulk of these
expenses are recurring.

Item 8.  Financial Statements

     The Company's audited financial statements are attached to the end of
this Report.  Listed in order are Independent Auditor's Report, Balance Sheet,
Statements of Operations, Statements of Stockholder's Equity, Statements of
Cash Flows, and Notes to the Financial Statements all for the year ended
December 31, 1999.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

     None.

                             PART III

Item 10.  Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act

     (a) Directors and Executive Officers
<PAGE>
     The following table sets forth the directors and executive officers of
the Company, their ages, and all offices and positions with the Company.  Each
director is elected for a period of one year and thereafter serves until his
successor is duly elected by the stockholders and qualifies.  Officers and
other employees serve at the will of the Board of Directors.

      Name of Officer or Director   Age       Positions with Company and
                                              Biography

      Fred L. Hall                  33        President and Director of the
                                              Company.  Mr. Hall currently
                                              operates Cap's Sporting Goods
                                              Wholesale, Inc. whose
                                              principle focus presently is a
                                              sporting clays range located
                                              in Springville, UT and the
                                              sale of sporting goods
                                              wholesale products.  Mr Hall
                                              received a bachelors degree
                                              from Utah Valley State College
                                              in Business with an emphasis
                                              in accounting.

      (b) Identify Significant Employees: The Company's only employee is Mr.
           Fred Hall.

      (c) Family Relationship: None.

      (d) Involvement in Certain Legal Proceedings: None of the officers or
directors have been involved in any material legal proceedings which occurred
within the last five years of any type described in Section 401(d) of
Regulation S-B.          None.

      The Company is not subject to the provisions of Section 16(a).

Item 11.  Executive Compensation
<TABLE>
                    SUMMARY COMPENSATION TABLE
_____________________________________________________________________________
                       Annual Compensation                    Long-term
                                                              Awards
______________________________________________________________________________
Name and            Salary    Bonus     Other       Restricted     Securities
Principal           Annual              Annual      Stock Awards      Under
Position                             Compensation                     Option
______________________________________________________________________________
<S>                    <C>     <C>       <C>            <C>             <C>
Fred L. Hall        $21,500     0         0              0               0
President and Chief
Executive Officer
(3/13/98 - present)

______________________________________________________________________________
</TABLE>
<PAGE>
Compensation of Directors.

     There are no standard arrangement pursuant to which the Company's
directors are compensated for any services provided as director.  No
additional amounts are payable to the Company's directors for committee
participation of special assignments.

Mr. Hall receives a $2,500 a month salary from Cap's Sporting Goods Wholesale,
Inc.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth certain information with respect to the
current beneficial ownership of the Company's common stock as of December 31,
1999 of each person known to the Company to be the beneficial owner of more
than five percent (5%) of said securities, each director of the Company, and
all directors and executive officers of the Company as a group:
<TABLE>
     Name and            Number of Shares         Percentage
      Address             Beneficially Owned       of Class (1)
       <S>                   <C>                      <C>
Fred L. Hall               1,500,000                  94%
1065 West 1150 South
Provo, UT 84601
</TABLE>
     The following table sets for the shareholdings of the Company's
directors and executive officers as of the date of this Report:
<TABLE>
      Name and            Number of Shares         Percentage of
      Address             Beneficially Owned       of Class (1)
      <S>                      <C>                    <C>
Fred L. Hall
1065 West 1150 South          1,500,000                94%
Provo, UT 84601

All directors and executive
officers as a group
(1 Person)                    1,500,000                94%
</TABLE>
Changes in Control.

     There are no present arrangements or pledges of the Company's securities
which may result in a change in control of the Company.

Item 13.  Certain Relationships and Related Transactions

     In January 2000, Brenda Hall, the wife of Fred Hall acquired 49 percent
of the hunting club where the shooting facilities are located. This
acquisition should not effect the Company in any way as all agreements between
the Company and the club will remain the same.

     There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
<PAGE>
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest.

     There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest.

Indebtedness of Management.

     There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest.


                             PART IV

Item 14.  Exhibits and Reports on Form 8-K
<TABLE>
     Exhibits

     Exhibit            Title of Document                  Location
     Reference
     Number
      <S>                    <C>                              <C>
     23.01              Consent of Accountants             Filed Herewith

     27.01              Financial Data                     Filed Herewith
</TABLE>
     Reports on Form 8-K

     None.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

            SPORTSMAN'S WHOLESALE COMPANY           DATE:
            By:  /s/ Fred L. Hall                   April 20, 2000
            Fred L. Hall, Director and President
<PAGE>
SPORTSMAN'S WHOLESALE COMPANY
Consolidated Financial Statements
December 31, 1999
<PAGE>
                                                 SPORTSMAN'S WHOLESALE COMPANY
                                     Index to Consolidated Financial Statements





<TABLE>
          <S>                                                         <C>
                                                                      Page

     Independent auditors' report                                     F-2


     Consolidated balance sheet                                       F-3


     Consolidated statement of operations                             F-4


     Consolidated statement of stockholders' equity (deficit)         F-5


     Consolidated statement of cash flows                             F-6


     Notes to consolidated financial statements                       F-7

<PAGE>
                                                  INDEPENDENT AUDITORS' REPORT

               To the Board of Directors
               and Stockholders of
               Sportsman's Wholesale Company

               We have audited the accompanying consolidated balance sheet
               of Sportsman's Wholesale Company and subsidiary, as of
               December 31, 1999 and the related consolidated statements of
               operations, stockholders' equity (deficit) and cash flows
               for the year ended December 31, 1999 and the period from
               February 5, 1998 (date of inception) to December 31, 1998.
               These consolidated financial statements are the
               responsibility of the Company's management.  Our
               responsibility is to express an opinion on these
               consolidated financial statements based on our audits.

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

               In our opinion, the consolidated financial statements
               referred to above present fairly, in all material respects,
               the financial position of Sportsman's Wholesale Company and
               subsidiary, as of December 31, 1999 and the results of their
               operations and their cash flows for the year ended
               December 31, 1999 and the period from February 5, 1998 (date
               of inception) to December 31, 1998, in conformity with
               generally accepted accounting principles.

               The accompanying consolidated financial statements have been
               prepared assuming that the Company will continue as a going
               concern.  As discussed in note 2 to the consolidated
               financial statements, there is substantial doubt about the
               ability of the Company to continue as a going concern.
               Management's plans in regard to that matter are also
               described in note 2.  The consolidated financial statements
               do not include any adjustments that might result from the
               outcome of this uncertainty.

               TANNER + CO.

               Salt Lake City, Utah
               April 12, 2000
<PAGE>
                                                 SPORTSMAN'S WHOLESALE COMPANY
                                                    Consolidated Balance Sheet

                                                             December 31, 1999

</TABLE>
<TABLE>


         <S>                                                          <C>
               Assets

Current assets:
  Cash                                                           $   17,040
  Accounts receivable                                                 5,870
  Inventories                                                         5,726
  Related party receivables                                          12,000
                                                                 ___________
          Total current assets                                       40,636

Property and equipment, net                                          25,688
                                                                 ___________
                                                                 $   66,324

                 Liabilities and Stockholders' Equity

     Current liabilities:
        Accounts payable                                         $      168
        Accrued expenses                                              2,937
                                                                 ___________
                Total current liabilities                             3,105
                                                                 ___________
     Commitments                                                        -

     Stockholders' equity:
        Preferred stock, $.0001 par value, 5,000,000 shares
         authorized, no shares issued or outstanding                    -
        Common stock, $.0001 par value, 50,000,000 shares
         authorized, 1,603,500 shares issued and outstanding            160
        Additional paid-in capital                                  153,965
        Accumulated deficit                                         (90,906)
                                                                  ___________
                  Total stockholders' equity                      $  63,219
                                                                  ___________
                                                                    $66,324
</TABLE>
<PAGE>
                                                 SPORTSMAN'S WHOLESALE COMPANY
                                          Consolidated Statement of Operations

                                  Year Ended December 31, 1999 and Period From
                     February 5, 1998 (Date of Inception) to December 31, 1998
<TABLE>
 <S>                                                     <C>           <C>
                                                         1999          1998
                                                     ________________________
Sales                                                $    5,949    $     -

Cost of sales                                             5,523          -
                                                     ________________________
             Gross profit                                   426          -

General and administrative expenses                     (46,091)     (43,963)

Interest expense                                            -         (1,278)
                                                     ________________________
           Loss before income taxes                     (45,665)     (45,241)

Provision for income taxes                                  -            -
                                                     ________________________
        Net loss                                     $  (45,665)   $ (45,241)
                                                     ________________________
Loss per common share - basic and diluted            $     (.03)   $    (.04)
                                                     ________________________
Weighted average common shares - basic and diluted    1,573,000    1,126,000
</TABLE>
<PAGE>
                                                 SPORTSMAN'S WHOLESALE COMPANY

                      Consolidated Statement of Stockholders' Equity (Deficit)

                     February 5, 1998 (Date of Inception) to December 31, 1999
<TABLE>
                  Preferred Stock    Common Stock  Additional
                                                   Paid-In    Accumulated
                  Shares   Amount  Shares   Amount Capital    Deficit     Total
<S>                <C>       <C>    <C>       <C>     <C>         <C>       <C>
Balance at
February 5, 1998    -    $    -      -    $    -   $   -     $     -     $   -

Issuance of common
stock for cash      -         -   503,500      50    3,075         -      3,125

Issuance of common
stock in exchange
for subsidiary      -         - 1,000,000     100      900         -      1,000

Net loss            -         -      -          -       -      (45,241) (45,241)
                  ______________________________________________________________
Balance at
December 31, 1998   -         - 1,503,500     150    3,975     (45,241) (41,116)

Issuance of common
stock for cash      -         -   100,000      15  149,985         -    150,000

Net loss            -         -      -          -       -      (45,665) (45,665)
                  ______________________________________________________________
Balance at
December 31, 1999   -    $    - 1,603,500 $   160$ 153,960  $  (90,906)$ 63,129
</TABLE>
<PAGE>
                                                 SPORTSMAN'S WHOLESALE COMPANY

                                          Consolidated Statement of Cash Flows

                                  Year Ended December 31, 1999 and Period From
                     February 5, 1998 (Date of Inception) to December 31, 1998
<TABLE>
<S>                                                      <C>           <C>
                                                         1999         1998
                                                    _________________________
Cash flows from operating activities:
  Net loss                                          $  (45,665)   $ (45,241)
  Adjustments to reconcile net loss to
    net cash used in operating activities:
     Depreciation                                        2,497          196
     Increase in:
     Accounts receivable                                (5,870)          -
     Inventories                                        (5,101)        (625)
  Increase (decrease) in:
     Accounts payable                                  (12,686)      12,854
     Accrued expenses                                   (1,378)       4,315
                                                    _________________________
          Net cash used in
          operating activities                         (68,203)     (28,501)
                                                    _________________________
Cash flows from investing activities:
  Purchase of property and equipment                   (26,881)      (1,500)
  Increase in related party receivables                (12,000)          -
                                                    _________________________
           Net cash used in
           investing activities                        (38,881)      (1,500)
                                                    _________________________
Cash flows from financing activities:
   (Payments) proceeds for related party notes
    payable                                            (27,500)      27,500

    Issuance of common stock                           150,000        4,125
                                                    _________________________
             Net cash provided by
             financing activities                      122,500       31,625
                                                    _________________________
             Net increase in cash                       15,416        1,624

Cash, beginning of period                                1,624          -
                                                    _________________________
Cash, end of period                                 $   17,040    $   1,624
                                                    _________________________
</TABLE>
<PAGE>
                                                 SPORTSMAN'S WHOLESALE COMPANY

                                    Notes to Consolidated Financial Statements

                                                             December 31, 1999


    1.     Summary of
           Significant
           Accounting
             Policies   Organization and Principles of Consolidation
                        Sportsman's Wholesale Company (Sportsmans) was
                        Incorporated under the laws of the state of Nevada in
                        March 1996.  Cap's Sporting Goods Wholesale, Inc. (Caps)
                        was incorporated under the laws of the state of Utah in
                        February 1998.

                        From March 1996 until February 5, 1998 (date of
                        inception) Sportsmans was an inactive company.  On
                        February 5, 1998, Sportsmans became a development stage
                        enterprise as defined in Statement of Financial
                        Accounting Standards No. 7, "Auditing and Reporting by
                        Development Stage Enterprises."  During the year ended
                        December 31, 1999, the Company is no longer considered
                        to be in the development stage.

                        On April 30, 1998, Sportsmans and Caps entered into an
                        agreement and plan of share exchange, whereby the sole
                        shareholder of Caps would exchange all of the issued and
                        outstanding common stock held in Caps, for common stock
                        of Sportsmans.  At the time of the exchange both
                        Sportsmans and Caps were owned by the same individual.
                        The exchange resulted in 1,000,000 shares of Caps common
                        stock being exchanged for 1,000,000 shares of Sportsmans
                        common stock.

                        The consolidated financial statements consist of
                        Sportsmans and its wholly owned subsidiary Caps (the
                        Company), from February 5, 1998 (date of inception) to
                        December 31, 1998, as any transactions from February 5,
                        1998 to April 30, 1998 for the companies were
                        immaterial.  All significant intercompany balances and
                        transactions have been eliminated.

                        Concentration of Credit Risk
                        Financial instruments which potentially subject the
                        Company to concentration of credit risk consist
                        primarily of trade receivables .  In the normal course
                        of business, the Company provides credit terms to its
                        customers.  Accordingly, the Company performs ongoing
                        credit evaluations of its customers and maintains
                        allowance for possible losses which, when realized, have
                        been within the range of management's expectations.
<PAGE>
     1. Summary of
        Significant
        Accounting
        Policies
        Continued       Concentration of Credit Risk - Continued
                        The Company maintains its cash in bank deposit accounts
                        which, at times, may exceed federally insured limits.
                        The Company has not experienced any losses in such
                        accounts and believes it is not exposed to any
                        significant credit risk on cash and cash equivalents.

                        Cash and Cash Equivalents
                        For purposes of the statement of cash flows, cash
                        includes all cash and investments with original
                        maturities to the Company of three months or less.

                        Inventories
                        Inventories consist of finished goods and are recorded
                        at the lower of cost or market, cost being determined on
                        a first-in, first-out (FIFO) method.

                        Property and Equipment
                        The Company's property and equipment are recorded at
                        cost less accumulated depreciation.  Depreciation is
                        provided using the straight-line method over the
                        estimated useful life.  Expenditures for maintenance and
                        repairs are expensed when incurred and betterments are
                        capitalized.

                        Revenue Recognition
                        Revenue is recognized upon delivery of products or
                        performance of services.

                        Income Taxes
                        Deferred income taxes are provided in amounts sufficient
                        to give effect to temporary differences between
                        financial and tax reporting.

                        Earnings Per Share
                        The computation of basic earnings per common share is
                        based on the weighted average number of shares
                        outstanding during each period.
<PAGE>
                                                 SPORTSMAN'S WHOLESALE COMPANY

                                    Notes to Consolidated Financial Statements
                                                                     continued

                        The computation of diluted earning per common share is
                        based on the weighted average number of shares
                        outstanding during the period plus the common stock
                        equivalents which would arise form the exercise of
                        stock options and warrants outstanding using the
                        treasury stock method and the average market price
                        per share during the period.  Common stock
                        equivalents are not included in the diluted earnings
                        per share calculation when their effect is
                        antidilutive.  As of December 31, 1999, the Company had
                        not granted any options or warrants.
     1.  Summary of
         Significant
         Accounting
         Policies
         Continued      Use of Estimates in Financial Statements
                        The preparation of financial statements in conformity
                        with generally accepted accounting principles requires
                        management to make estimates and assumptions that affect
                        the reported amounts of assets and liabilities and
                        disclosure of contingent assets and liabilities at the
                        date of the financial statements.  Actual results could
                        differ from those estimates.

     2.  Going
         Concern        The accompanying consolidated financial statements have
                        been prepared assuming that the Company will continue as
                        a going concern.  As of December 31, 1999, the Company
                        had an accumulated deficit and incurred a loss.  These
                        conditions raise substantial doubt about the ability of
                        the Company to continue as a going concern.  The
                        consolidated financial statements do not include any
                        adjustments that might result from the outcome of this
                        uncertainty.

                        The Company's ability to continue as a going concern is
                        subject to the  attainment of profitable operations or
                        obtaining necessary funding from outside sources.
                        Management is in the process of pursuing business
                        opportunities to provide sufficient cash flows to meet
                        the Company's obligations.  It is not know whether
                        management will be successful in these endeavors.
<PAGE>
    3.  Related
        Party
        Receivables     The related party receivables consists of receivables
                        from an entity owned by a shareholder of the Company.
                        The notes are unsecured, bear interest at 12% and are
                        due on April 30, 2000.

    4.  Property
        and
        Equipment       Property and equipment consist of the following:
        <TABLE>
                            <S>                                   <C>
                           Equipment                           $ 26,881
                           Vehicle                                1,500
                                                               _________
                                                                 28,381

                           Accumulated depreciation               2,693
                                                               _________
                                                               $ 25,688
        </TABLE>
    5   Income
        Taxes           The provision for income taxes is different than amounts
                        which would be provided by applying the statutory
                        federal income tax rate to loss before provision for
                        income taxes for the following reasons:
<TABLE>

                                                                  February 5,
                                                                  1998 (date
                                                     Year Ended       of
                                                                  inception)
                                                                      to
                                                     December 31,  December 31,
                                                       1999            1998
                             <S>                       <C>             <C>
                        Federal income tax benefit
                        at statutory rate           $  6,000       $   7,000
                        Change in valuation
                        allowance                     (6,000)         (7,000)
                                                    _________________________
                                                    $     -        $     -

                        Deferred tax assets (liabilities) are comprised of the
                        following:
<PAGE>

                       Net operating loss carryforwards            $   13,000
                       Valuation allowance                            (13,000)
                                                                   ___________
                                                                   $      -
</TABLE>
                       At December 31, 1999, the Company has net operating loss
                       carryforwards available to offset future taxable income
                       of approximately $85,000, which will begin to expire in
                       2018.  The utilization of the net operating loss
                       carryforwards is dependent upon the tax laws in effect
                       at the time the net operating loss carryforwards can be
                       utilized.  The Tax Reform Act of 1986 significantly
                       limits the annual amount that can be utilized for
                       certain of these carryforward as a result of the change
                       in ownership.

    6. Supplemental
       Cash Flow
       Disclosure      Actual amounts paid for interest and income taxes are as
                       follows
<TABLE>

                                                                  February 5,
                                                                  1998 (date
                                                                      of
                                                                  inception)
                                                     Year Ended       to
                                                     December 31, December
                                                       1999       31, 1998
                       <S>                              <C>           <C>
                       Interest                   $      -       $   1,278
                                                  ___________________________
                       Income taxes               $      -       $     -
                                                  ___________________________
</TABLE>
    7.  Fair Value
        of
        Financial
        Instruments    The Company's financial instruments consist of cash,
                       receivables, payables, and notes payable.  The carrying
                       amount of cash, receivables and payables approximates
                       fair value because of the short-term nature of these
                       items.  The aggregate carrying amount of the notes
                       payable approximates fair value as the individual
                       borrowings bear interest at  market interest rates.
<PAGE>
    8.  Recent
        Accounting
        Pronounce-
        ments          In June 1999, the FASB issued SFAS No. 137, "Accounting
                       for Derivative Instruments and Hedging Activities -
                       Deferral of the Effective date of FASB Statement No.
                       133."  SFAS 133 establishes accounting and reporting
                       standards for derivative instruments and requires
                       recognition of all derivatives as assets or liabilities
                       in the statement of financial position and measurement
                       of those instruments at fair value.  SFAS 133 is now
                       effective for fiscal years beginning after June 15,
                       2000.  The Company believes that the adoption of SFAS
                       133 will not have any material effect on the financial
                       statements of the Company.

<TABLE> <S> <C>

<ARTICLE>                      5
<CIK>                          0001071157
<NAME>                         SPORTSMAN'S WHOLESALE COMPANY

<S>                            <C>
<PERIOD-TYPE>                  12-MOS
<FISCAL-YEAR-END>              DEC-31-1999
<PERIOD-END>                   DEC-31-1999
<CASH>                         17,040
<SECURITIES>                        0
<RECEIVABLES>                  17,870
<ALLOWANCES>                        0
<INVENTORY>                     5,726
<CURRENT-ASSETS>               40,636
<PP&E>                         25,688
<DEPRECIATION>                      0
<TOTAL-ASSETS>                 66,319
<CURRENT-LIABILITIES>           3,105
<BONDS>                             0
               0
                         0
<COMMON>                          160
<OTHER-SE>                     63,059
<TOTAL-LIABILITY-AND-EQUITY>   66,219
<SALES>                         5,949
<TOTAL-REVENUES>                5,949
<CGS>                           5,523
<TOTAL-COSTS>                       0
<OTHER-EXPENSES>               46,091
<LOSS-PROVISION>                    0
<INTEREST-EXPENSE>                  0
<INCOME-PRETAX>               (45,665)
<INCOME-TAX>                  (45,665)
<INCOME-CONTINUING>                 0
<DISCONTINUED>                      0
<EXTRAORDINARY>                     0
<CHANGES>                           0
<NET-INCOME>                  (45,665)
<EPS-BASIC>                    (.03)
<EPS-DILUTED>                    (.03)


</TABLE>


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