WELLSPRING INVESTMENTS INC, 10SB12G/A, 2000-02-22

WELLSPRING INVESTMENTS INC
10SB12G/A, 2000-02-22
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-SB/A

AMENDMENT NO. 4
TO
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS

UNDER SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934

WELLSPRING INVESTMENTS, INC.
(Name of small business issuer in its charter)

DELAWARE 33-0835337
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

610 NEWPORT CENTER DRIVE, SUITE 800
NEWPORT BEACH, CALIFORNIA 92660
(Address of principal executive offices) (Zip code)

(949) 719-1977
(Registrant's telephone number, including area code)

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
(None)

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, par value $0.0001
-------------------------------
Title of Class

<PAGE>

TABLE OF CONTENTS
-------------------

PART I

Item 1 Description of Business.

Item 2 Management's Discussion and Analysis or Plan of Operation.

Item 3 Description of Property.

Item 4 Security Ownership of Certain Beneficial Owners and Management.

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

Item 6 Executive Compensation.

Item 7 Certain Relationships and Related Transactions.

Item 8 Description of Securities.

PART II

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

Item 2 Legal Proceedings.

Item 3 Changes In and Disagreements With Accountants.

Item 4 Recent Sales of Unregistered Securities.

Item 5 Indemnification of Directors and Officers.

PART F/S

Financial Statements.

PART III

Item 1 Index to Exhibits.

Item 2 Description of Exhibits.

<PAGE>

PART I

ITEM 1 - DESCRIPTION OF BUSINESS
- -------------------------------------

The Company was organized under the Laws of the State of Delaware, on October
24, 1994, and is a "blank check" or "public shell" company whose primary purpose
is to engage in a merger with, or acquisition of one or a small number of
private firms. Such firms are expected to be private corporations, partnerships
or sole proprietorships. Since inception, the primary activity of the Company
has been directed towards organizational efforts and obtaining initial
financing. The Company has not engaged in preliminary efforts to identify
possible merger or acquisition candidates and has no market studies available to
it. The Company has no business opportunities under contemplation for
acquisitions.

BUSINESS OBJECTIVES

The Company plans to seek one or more potential businesses that Management
believes warrant the Company's involvement. As a result of its limited
resources, the number of potential businesses available will be extremely
limited. The Company will not restrict its search to any particular industry.
Nevertheless, Management does not intend to become involved with a company that
is an "investment company" under the Investment Company Act of 1940; with a
company that is a broker or dealer of investment securities or commodities; or
with any company in which the officers, directors or shareholders of the target
company are officers or directors of the Company. These business objectives are
extremely general and are not intended to be restrictive upon the discretion of
Management. Except for the general limitations contained above, management has
not developed and does not intend to develop specific criteria to be followed in
the search for and selection of a business acquisition. Investors will
therefore have extremely limited information as to Management's specific
intentions and investors will be unable to determine even the industries which
Management might consider.

The target company may be (i) in its preliminary or developmental stage, (ii) a
"financially troubled" business or (iii) a going concern. It is impossible to
determine the capital requirements of the target business or whether such
business may require additional capital. Some target companies may seek to
establish a public trading market for their securities.

The analysis of potential business endeavors will be undertaken by or under the
supervision of Management. Management is comprised of individuals of varying
business experience, and Management will rely on its own collective business
judgment in evaluating businesses that the Company may acquire or participate.
See "Item 5 - Directors, Executive Officers, Promoters and Control Persons."
Locating and investigating specific business proposals may take an extended
period of time. If a business is located, the negotiation, drafting, and
execution of relevant agreements, disclosure documents and other instruments
will require substantial time, effort, and expense. The time periods of these
subsequent steps cannot be determined. If a specific business endeavor cannot
be located the costs incurred in the investigation are not likely to be
recovered. The failure to consummate an attempted transaction would likely
result in the loss of the costs incurred.

Applicable regulations require the reporting of certain information regarding
businesses acquired, including the filing of certified financial statements of
such companies. Thus, if during the pendency of this registration statement,
the Company determines that a material acquisition is probable, this document
will be appropriately revised, including the addition of audited financial
statements of the business to be acquired. Consequently, a target company that
does not have, or cannot obtain, certified financial statements will not likely
be considered by Management.

Shareholders of the Company are relying totally upon the business judgment of
Management. Shareholders will not likely be consulted or provided any
disclosure documentation in connection with any acquisition engaged in by the
Company, unless required by state corporate law or the Federal securities laws.
Although Management does not anticipate a sale of their Company shares in
connection with an acquisition, in the event Management does enter into an
agreement to do so, the remaining shareholders of the Company may not be
afforded an equal opportunity to do so. As Management intends to offer a
controlling interest in the Company, it is probable that a change of control
will occur as a result of an acquisition engaged in by the Company. There are
no arrangements, agreements, or understandings between non-management
shareholders and management under which non-management shareholders may directly
or indirectly participate in or influence the management of the Company's
affairs, and there are no agreements concerning the election of members of the
Board of Directors.

<PAGE>
It is not presently anticipated that the Company will acquire or merge with a
business or company in which the Company's promoters, management or their
affiliates or associates directly or indirectly have an ownership interest,
however there is no agreement, policy, or understanding to prevent such a
transaction. In the event of such a non-arm's length transaction, Management
would seek an independent appraisal of the transaction. Notwithstanding the
foregoing, there is the potential that a conflict of interest will arise between
the Company and its management in which case Management's fiduciary duties may
be compromised. Any remedy available under state corporate law would, in such
an event, most likely be prohibitively expensive and time consuming.

Management has voluntarily elected to file this Form 10-SB with the Securities
and Exchange Commission pursuant to the recent requirement of the National
Association of Securities Dealers (NASD) that companies seeking to have their
securities quoted on the Over-The-Counter Bulletin Board must first be subject
to the reporting requirements of section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). As such, subsequent to the
effectiveness hereof, the Company will be filing periodic reports as required
under the Exchange Act. Management anticipates that the Company will continue
to voluntarily file periodic reports in the event that its obligation to file
such reports is suspended under the Exchange Act. Any potential target company
must have financial statements which can be audited and prepared as required by
Rule 310 of Regulation S-B and/or Regulation S-X.

A number of states have enacted statutes, rules and regulations limiting the
sale of securities of "blank check" companies in their respective jurisdictions.
Some states prohibit the initial offer and sale as well as any subsequent resale
of securities of shell companies to residents of their states. In such an
event, the shareholders of the Company, as well as the shareholders of any
target company, may be limited in their ability to resell shares of the Company.
To the best knowledge of the Company, the following states may have such
limitations (this list is not exhaustive and a significant number of other
states may also have such limitations): Connecticut, Georgia, Oregon,
Washington, and Florida.

COMPETITION

Inherent difficulties exist for any new company seeking to enter an established
field. The Company will remain an insignificant participant among the firms
which engage in mergers with and acquisitions of privately financed entities.
There are many established venture capital and financial concerns which have
significantly greater financial and personnel resources, technical expertise and
experience than the Company. The Company is also subject to competition from
numerous other recently formed public and private entities with business
objectives similar to those of the Company.

REGULATION

The Investment Company Act of 1940 ("Investment Act") defines an investment
company as an issuer which is or holds itself out as being engaged primarily in
the business of investing, reinvesting or trading of securities. The Company
does not intend to engage primarily in the activities of purchasing, trading or
selling securities and intends to conduct its activities so as to avoid being
classified as an "investment company" under the Investment Act. The Company
could be expected to incur significant registration and compliance costs if
required under the Investment Act, and the regulations promulgated thereunder.

Section 3(a) of the Investment Act provides exclusions from its application for
companies which are not primarily engaged in the business of investing,
reinvesting or trading in "investment securities". Management intends to
implement its business plan in a manner which will result in the availability of
this exception from the definition of "investment company". Accordingly,
Management will continue to review the Company's activities from time to time
with a view toward reducing the likelihood that the Company could be classified
as an "investment company".

The Company's plan of business may involve changes in its capital structure,
management, control, and business, especially if it consummates its plan to
acquire or merge with another entity. Each of these areas are regulated by the
Investment Act, which regulations have the purported purpose of protecting
purchasers of investment company securities. Since the Company will not
register as an investment company, its shareholders will not be afforded these
purported protections.

<PAGE>
Even if the Company restricts its activities as described above, it is possible
that it may be classified as an inadvertent investment company. This would be
most likely to occur if significant delays are experienced in locating a
business opportunity.

The Company intends to vigorously resist classification as an investment company
and to take advantage of any exemptions or exceptions from application of the
Investment Act, including an exception which allows an entity a one-time option
during any three (3) year period to claim an exemption as a "transient"
investment company. The necessity of asserting any such contention, or making
any other claim of exemption, could be time consuming, costly or even
prohibitive, given the Company's limited resources.

The Company intends to structure a merger or acquisition in such a manner as to
minimize Federal and state tax consequences to the Company and its shareholders,
and to any target company and its shareholders. Under Section 368 of the
Internal Revenue Code of 1986, as amended (the "Code"), a statutory merger or
consolidation is an exempt transaction and may be tax free to the companies and
their shareholders if effected in accordance with state law. A tax free
reorganization may require the Company to issue a substantial portion of its
securities in exchange for the securities or assets of a target firm.
Consequently, a tax free reorganization may result in substantial dilution of
the ownership interests of the present shareholders of the Company. Even if a
merger or consolidation is undertaken in accordance with the Code, there is no
assurance that tax regulations will not change and result in the Company or its
shareholders incurring a significant tax liability.

The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure relating to the market for penny stocks in connection with
trades in any stock defined as a penny stock. The Commission has adopted
regulations that generally define a penny stock to be any equity security that
has a market price of less than $5.00 per share, subject to certain exceptions.
Such exceptions include any equity security listed on Nasdaq and any equity
security issued by an issuer that has (i) net tangible assets of at least
$2,000,000, if such issuer has been in continuous operation for three years,
(ii) net tangible assets of at least $5,000,000, if such issuer has been in
continuous operation for less than three years, or (iii) average annual revenue
of at least $6,000,000, if such issuer has been in continuous operation for less
than three years. Unless an exception is available, the regulations require the
delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks associated therewith.

EMPLOYEES

The Company presently has no employees other than its officers. Each of the
officers has employment and/or other business associations elsewhere. None of
the officers has allocated more than a minimal amount of time to the affairs of
the Company.

FACILITIES

Since its inception, the Company has maintained its offices rent free at the
office of its President, M. Richard Cutler, 610 Newport Center Drive, Suite 800,
Newport Beach, CA 92660. Mr. Cutler has agreed that the Company may remain for
at least one year or until consummation of a Business Combination, whichever
shall first occur. The Company will utilize a minimal amount of space. There
are no other preliminary agreements with respect to future offices or
facilities, however, following the consummation of an acquisition, it is
anticipated that the Company's offices will change to those of the target
company.

YEAR 2000 COMPLIANCE

As the Company does not have any material assets nor any computer systems, it
has not done an evaluation of its Year 2000 compliance. Management does not
anticipate that there will be any consequences, material or immaterial, negative
or positive, to the Company as a result of the Year 2000 computer problem. As a
result of a Business Combination or merger, however, the Company may inherit
computer systems that are not Year 2000 compliant, or enter into contracts or
business dealings with suppliers, contractors, or others that are not Year 2000
compliant. Management cannot anticipate the impact of such future occurrences.
Failure to satisfactorily address the Year 2000 issue could have a material
adverse effect on the Company.

<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
- -----------------------------------------------------------------------------

Management believes that the Company has minimal cash requirements during the
next 12 months. The Company does not anticipate any significant changes in the
number of its employees, does not plan to engage in research and development and
does not plan to purchase or sell plant or equipment.

The Company is a "blank check" or "public shell" company and as such expects to
concentrate primarily on the identification and evaluation of prospective merger
or acquisition "target" entities including private corporations, partnerships or
sole proprietorships. Management believes that target companies will be limited
to privately financed companies and expects to be precluded from other public
companies.

Management intends to identify prospects through present associations such as
its officers and directors, attorneys, and similar persons. The Company does
not anticipate engaging the services of professional firms that specialize in
business acquisitions and reorganizations. Nor does Management intend to hire
independent consultants or advisors for merger related services. In the event
that professional firms specializing in business acquisitions and
reorganizations, consultants, or advisors are engaged, they may be paid, in
addition to customary fees, a finder's fee for introductions resulting in a
business combination or merger. The finder's fee may be up to ten percent (10%)
of the value of the transaction, and may be payable in equity securities of the
Company. It is not anticipated that finder's fees or other acquisition related
compensation will be paid to Management or their affiliates. If incurred, there
is currently a minimal amount of funds available to pay consulting or other
service fees, and the proceeds of future financings or funds from the target
company would be utilized.

Management expects to conduct a preliminary evaluation of target companies.
Such preliminary evaluations are not expected to be an in-depth evaluation of
the target company's operations. Nevertheless, this evaluation should provide a
sufficient overview to eliminate many prospects from further consideration.
Shareholders will not likely be consulted or provided any disclosure
documentation in connection with any acquisition engaged in by the Company,
unless required by state corporate law or the Federal securities laws.

The specific method or form by which a Business Combination may be structured
cannot be determined at this time. It could involve a merger or consolidation;
merger or consolidation of the acquired business into a subsidiary of the
Company; an exchange of shares of stock, with or without payment in cash; or an
acquisition of assets. Although Management does not anticipate a sale of their
Company shares in connection with an acquisition, in the event Management does
enter into an agreement to do so, the remaining shareholders of the Company may
not be afforded an equal opportunity to do so. As Management intends to offer a
controlling interest in the Company, It is probable that a change of control
will occur as a result of an acquisition engaged in by the Company.

It is not presently anticipated that the Company will acquire or merge with a
business or company in which the Company's promoters, management or their
affiliates or associates directly or indirectly have an ownership interest,
however there is no agreement, policy, or understanding to prevent such a
transaction. In the event of such a non-arm's length transaction, Management
would seek an independent appraisal of the transaction. Notwithstanding the
foregoing, there is the potential that a conflict of interest will arise between
the Company and its management in which case Management's fiduciary duties may
be compromised. Any remedy available under state corporate law would, in such
an event, most likely be prohibitively expensive and time consuming. There are
no arrangements, agreements, or understandings between non-management
shareholders and management under which non-management shareholders may directly
or indirectly participate in or influence the management of the Company's
affairs, and there are no agreements concerning the election of members of the
Board of Directors.

A merger will likely be made through the exchange of the Company's stock which
has been authorized but unissued (and perhaps the balance of the Company's
assets) for stock of the target company. The Company has not established a
specific minimum level of earnings or assets which a target company must
satisfy. Moreover, Management may identify a target company which is generating
losses or which has negative equity, which may have a material adverse effect on
the price of the Company's common shares.

<PAGE>
Negotiations with target company management can be expected to focus on the
percentage of the Company which target company shareholders would acquire in
exchange for their shareholdings in the target company. The Company's
shareholders will, in all likelihood, hold no more than a relatively small
percentage of the common shares of the Company following any merger or
acquisition. This percentage may be subject to even further reduction in the
event the Company acquires a target company with substantial assets. Any merger
or acquisition effected by the Company can be expected to have a significant
dilative effect on the percentage of shares held by the Company's then
shareholders, including purchasers in this Offering.

The exact terms and format of any acquisition will be determined by the
Company's Management and, unless required by law, the Company's shareholders
will not have the opportunity to vote on the acquisition. The Company may be
required to file or maintain a registration statement to register any securities
to be issued in connection with any acquisition.

There are no plans, proposals, arrangements or understandings with respect to
the sale of additional securities to affiliates or others following the
registered distribution but prior to the location of a business opportunity.

If the Company does not consummate a transaction after expenditure of time and
funds in investigation and analysis of a business opportunity, the losses
incurred may adversely affect the Company's ability to carry out its business
objectives. It is also possible that the Company may expend all of its cash
without ever successfully acquiring any business opportunity.

The Company is not currently a party to any loan agreements or understandings.
It is not presently anticipated that the Company will become a party to any loan
agreement or understanding as a result of a Business Combination. Following the
consummation of a Business Combination, the Company may, in Management's
discretion, enter into loan agreements or understandings in the course of
funding its growth and/or operations.

Some target companies may not need additional capital but may desire to merge
with the Company for purpose of establishing a public trading market for its
shares. In such event, Management of the target company may desire to avoid the
delays, expenses, and other perceived adverse consequences of undertaking a
public offering. Such a merger, in all likelihood, would involve the exchange
of the Company's stock, including the authorized but unissued stock with the
outstanding shares of the target company.

ITEM 3 - DESCRIPTION OF PROPERTY
- -------------------------------------

<PAGE>

ITEM 4 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- --------------------------------------------------------------------------------

The following table sets forth, as of February 22, 2000, certain information
with respect to the Company's equity securities owned of record or beneficially
by (i) each Director of the Company; (ii) each person who owns beneficially more
than 5% of each class of the Company's outstanding equity securities; and (iii)
all Directors and Executive Officers as a group.

COMMON STOCK

Title Percent of
of Class Name and Address of Beneficial Owner Common Stock Outstanding
- ----------------------------------------- ------------------------------------ ------------- ------------

Common Stock M. Richard Cutler 1,000,000 100.0%
610 Newport Center Drive
Suite 800
Newport Beach, CA 92660

Common Stock Brian A. Lebrecht -0- -0-%
610 Newport Center Drive
Suite 800
Newport Beach, CA 92660

All Directors and Officers as a Group (2) 1,000,000 100.0%
============ ======
</TABLE>

_____________________

The Company believes that the beneficial owners of securities listed above,
based on information furnished by such owners, have sole investment and voting
power with respect to such shares, subject to community property laws where
applicable. Beneficial ownership is determined in accordance with the rules of
the Commission and generally includes voting or investment power with respect to
securities. Shares of stock subject to options or warrants currently
exercisable, or exercisable within 60 days, are deemed outstanding for purposes
of computing the percentage of the person holding such options or warrants, but
are not deemed outstanding for purposes of computing the percentage of any other
person.

ITEM 5 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
- ------------------------------------------------------------------------------

The following table sets forth the names and ages of the current directors and
executive officers of the Company, the principal offices and positions with the
Company held by each person and the date such person became a director or
executive officer of the Company. The executive officers of the Company are
elected annually by the Board of Directors. The directors serve one year terms
and until their successors are elected. The executive officers serve terms of
one year or until their death, resignation or removal by the Board of Directors.
There are no family relationships between any of the directors and executive
officers. In addition, there was no arrangement or understanding between any
executive officer and any other person pursuant to which any person was selected
as an executive officer.

The directors and executive officers of the Company are as follows:

Name Age Positions
- ---- --- ---------
M. Richard Cutler 41 President, Chief Executive Officer,
Secretary, Director (1994)
Brian A. Lebrecht 30 Vice President (1998)

<PAGE>
M. RICHARD CUTLER, 41, is President, Chief Executive Officer, Secretary and a
Director of the Company, and has been since its inception. Mr. Cutler founded
the Law Offices of M. Richard Cutler in August 1996. Mr. Cutler has practiced
in the general corporate and securities area since his graduation from law
school. Mr. Cutler is a graduate of Brigham Young University (B.A., magna cum
laude, 1981); and Columbia University School of Law (J.D. 1984). While at
Columbia, Mr. Cutler was honored as a Harlan Fiske Stone Scholar, was Managing
Editor of the Columbia Journal of Law and Social Problems, received a
Recognition of Achievement with Honors in Foreign and International Law, Parker
School of Foreign and Comparative Law and was honored for best senior writing
for "United States v. Ross: A Solution to the Automobile Container Dilemma?"
published in the Columbia Journal of Law & Social Problems in 1983. Mr. Cutler
was admitted to the State Bar of Texas in 1984 and the State Bar of California
in 1990. After law school, Mr. Cutler joined the national law firm of Jones,
Day, Reavis & Pogue where he practiced in the corporate, securities and mergers
and acquisitions departments. Mr. Cutler subsequently spent five years in the
corporate and securities department of Akin, Gump, Strauss, Hauer & Feld, a
Dallas law firm. Subsequently, Mr. Cutler was with the Los Angeles office of
Kaye, Scholer, Fierman, Hayes & Handler, a New York based law firm, where he
continued his general business and securities practice. In 1991, Mr. Cutler
founded the law firm of Horwitz, Cutler & Beam, where he practiced corporate and
securities law for five years. Mr. Cutler has been admitted to the U.S. Federal
District Courts, Central and Northern Districts of California, as well as the
U.S. Court of Appeals, Ninth Circuit. Mr. Cutler is the author of "Comparative
Conflicts of Law: Effectiveness of Contractual Choice of Forum," published in
the Texas International Law Journal in 1985.

Mr. Cutler also serves the Company as corporate and securities counsel. See
"Certain Transactions."

BRIAN A. LEBRECHT, 30, has been Vice President of the Company since September
1998. Mr. Lebrecht joined the Law Offices of M. Richard Cutler in December
1996, and assists clients primarily in the areas of corporate finance and
mergers and acquisitions, including private placements, public and private
offerings, Securities and Exchange Commission and Blue Sky compliance and
reporting requirements, asset and stock purchases, and general corporate
practice. His clientele includes emerging growth companies in the areas of
health care, finance, clothing and apparel, Internet commerce, retail, gas and
service stations, giftwares, manufacturers representatives, mail order,
high-technology manufacturing, and a wide array of service industries. He is an
adjunct professor of Business Law at the University of California, San Diego
Extension, is active with the Service Corps of Retired Executives (SCORE) and
the Greater San Diego Chamber of Commerce Small Business Development Center
(SBDC), and is a licensed California Real Estate Broker. Mr. Lebrecht is a
graduate of the University of San Diego with a Bachelors in Business
Administration in 1991, and a J.D. and M.B.A. in 1995, and is licensed to
practice law in the State of California and the United Stated District Court for
the Southern District of California. Immediately prior to joining the Law
Offices of M. Richard Cutler, Brian was the proprietor of The Law Offices of
Brian A. Lebrecht in San Diego, California, focusing on business transactions,
formations, and acquisitions as well as estate planning. His past experiences
include a position in the legal department of the Federal Home Loan Mortgage
Corporation (Freddie Mac) in Washington, D.C., a position within the General
Counsel's office of a major Southern California construction supplier, and
representation of consumer interests before the California State Contractors
License Board and the California State Banking Department, culminating in
published works in the California Regulatory Law Reporter.

As Management intends to offer a controlling interest in the Company, It is
probable that a change of management control will occur as a result of an
acquisition engaged in by the Company.

ITEM 6 - EXECUTIVE COMPENSATION
- -----------------------------------

In 1994, M. Richard Cutler was issued 1,000,000 shares of common stock for
services rendered. Otherwise, no remuneration has been paid to date to the
officers or directors of the Company in connection with their capacities as
such. The officers will be reimbursed for their expenses incurred on behalf of
the Company, however, if incurred, there is no funds available to pay such fees,
and the proceeds of future financings or funds from the target company would
have to be utilized.

<PAGE>
The Company's President, M. Richard Cutler, also serves as corporate and
securities counsel to the Company. Mr. Cutler was paid a legal fee of
$10,000.00 for preparation and filing of this registration statement. Mr.
Cutler was also paid a legal fee of $10,000.00 for the preparation and filing of
the Company's prior private placement. See "Item 7 - Certain Relationships and
Related Transactions." Mr. Cutler may also charge the Company fees for
subsequent legal work performed. To the extent that additional filings,
contracts, letters of intent and related legal work is performed by Mr. Cutler,
he will be paid from other funds available to the Company, although there
currently are no other funds available and no plans for loans or future
financings. Any such fees will be on a basis commensurate with fees charged by
Mr. Cutler to non-affiliated clients, at prevailing rates believed to be
substantially lower than or similar to those charged by licensed attorneys for
similar legal services. If incurred, there are no funds available to pay such
fees, and the proceeds of future financings or funds from the target company
would have to be utilized. There are currently no amounts due and owing to Mr.
Cutler for legal fees, and it is not anticipated that there will be any amounts
due and owing at the time of selection of a Business Combination candidate.

Since some of the officers and directors are also the current shareholders they
may be expected to receive financial gain if a target company makes arrangements
to acquire a sufficient amount of stock to obtain control of the Company. Since
Management cannot now predict the form or structure of any possible Business
Combination, investors should be aware that additional compensation with
Management could be negotiated in connection with a Business Combination. These
arrangements could include consulting agreements, membership on Boards or
committees, legal services or other arrangements. Consequently, there can be no
present prediction of all compensation that might ultimately be paid to
Management.

SUMMARY COMPENSATION TABLE

The Summary Compensation Table shows certain compensation information for
services rendered in all capacities during each of the prior three (3) fiscal
years. Other than as set forth herein, no executive officer's salary and bonus
exceeded $100,000 in any of the applicable years. The following information
includes the dollar value of base salaries, bonus awards, the number of stock
options granted and certain other compensation, if any, whether paid or
deferred.

SUMMARY COMPENSATION TABLE

Annual Compensation Long Term Compensation
-------------------- ------------------------------
Awards Payouts
------------------ -------------------

<S> <C> <C> <C> <C> <C> <C> <C> <C>
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
POSITION YEAR ($) ($) ($) ($) SARS (#) ($) ($)

M. Richard Cutler 1999 -0- -0- -0- -0- -0- -0- -0-

1998 -0- -0- -0- -0- -0- -0- -0-

1997 -0- -0- -0- -0- -0- -0- -0-

Brian A. Lebrecht 1999 -0- -0- -0- -0- -0- -0- -0-

1998 -0- -0- -0- -0- -0- -0- -0-

</TABLE>

OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
-------------------

<S> <C> <C> <C> <C>
NUMBER OF SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SAR'S
OPTIONS/SAR'S GRANTED TO EMPLOYEES EXERCISE OF BASE PRICE
NAME GRANTED (#) IN FISCAL YEAR ($/SH) EXPIRATION DATE
- ----------------- --------------------- -------------------- ----------------------- ---------------

M. Richard Cutler -0- -0- N/A N/A

Brian A. Lebrecht -0- -0- N/A N/A
- ----------------- --------------------- -------------------- ----------------------- ---------------

</TABLE>
<PAGE>

ITEM 7 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------------

The Company was organized in Delaware on October 24, 1994, with its sole
officer, director and founder, M. Richard Cutler, subscribing for 1,000,000
shares at a par value of $0.0001 per share purchased in exchange for services.
See "Item 4 - Security Ownership of Certain Beneficial Owners and Management."
The Company currently occupies offices on a rent free basis at the office of the
Company's President, M. Richard Cutler. Mr. Cutler is also the Company's
director and a shareholder.

The Company has retained Mr. Cutler to serve as corporate and securities
counsel. Mr. Cutler has been paid an attorney's fee of $10,000.00 for the
preparation and filing of this registration statement. Mr. Cutler was also paid
a legal fee of $10,000.00 for the preparation and filing of the Company's
initial private placement referenced immediately below. Mr. Cutler may also
charge for legal services rendered after the effective date of this Offering.
Mr. Cutler's fees are believed to be typical of rates charged by independent
counsel for similar legal services. There are currently no amounts due and
owing to Mr. Cutler for legal fees, and it is not anticipated that there will be
any amounts due and owing at the time of selection of a Business Combination
candidate.

Certain conflicts of interest now exist and will continue to exist between the
Company and its officers and directors due to the fact that each has other
business interests to which he devotes his primary attention. Each officer and
director may continue to do so notwithstanding the fact that Management time
should be devoted to the business of the Company. Each of the Company's
officers and directors are or may become involved in other personal and business
ventures.

The officers, directors and founders are and may become, in their individual
capacities, controlling shareholders and/or partners of other entities engaged
in a variety of businesses. Thus, there exists potential for conflicts of
interest, including, among other things, time, effort, and corporate
opportunity, involved in anticipation with such other business entities and
transactions. Conflicts may arise if a target company or its principals seek to
acquire some or all of the stock holdings of present Management.

M. Richard Cutler, attorney at law, has acted as corporate and securities
counsel to the corporation. Mr. Cutler owns 1,000,000 shares of the Company and
is an officer and director. Mr. Cutler will charge the Company his usual and
customary rates for legal services rendered to the Company. Mr. Lebrecht works
in the Law Offices of M. Richard Cutler.

If a prospective Business Combination candidate required the sale of some or all
of the shareholdings of the officers and directors, the officers and directors
would be free to negotiate and effect such sales. Consequently, the Company's
Management would receive pecuniary gain which may not be available to other
shareholders.

The Company has no specified procedure for the resolution of current or
potential conflicts of interest between the Company, its officers, and directors
or affiliated entities. Shareholders who believe that the Company has been
harmed by failure of an officer or director to appropriately resolve any
conflict of interest may be able to bring a suit to enforce their rights or the
Company's rights.

Management may be issued additional securities of the Company at the discretion
of the Board of Directors in accordance with their fiduciary obligations under
state corporate law.

BLANK CHECK ACTIVITIES

Management is involved in six other blank check companies. In 1998, AGM, Inc.,
a Nevada corporation, was formed as a blank check, or shell company. In October
1999, AGM filed a Form 10-SB with the Securities and Exchange Commission, and
has received confirmation from the SEC that its filing will not be reviewed
and will be effective in December 1999. On January 18, 2000, AGM was acquired
by Lakota Technologies, Inc., a Colorado corporation.

<PAGE>
In 1998, Conchology, Inc., a Nevada corporation, was formed as a blank check, or
shell company. In November 1999, Conchology filed a Form 10-SB with the
Securities and Exchange Commission, and has received confirmation from the SEC
that its filing will not be reviewed and will be effective in January 2000. On
February 9, 2000, the shareholders of Conchology entered into an agreement which
has not yet been consummated for the acquisition of Conchology.

In 1998, Society of Economic Assurance, Inc., a Nevada corporation, was formed
as a blank check, or shell company. In January, 2000, Society filed a Form
10-SB with the Securities and Exchange Commission, and has received
confirmation from the SEC that its filing will not be reviewed and will be
effective in February 2000. In February 2000, the shareholders of Society
entered into an agreement which has not yet been consummated for the acquisition
of Society.

1n 1998, Malacology, Inc., a Nevada corporation, was formed as a blank
check, or shell company. On February 14, 2000, Malacology filed a Form 10-SB
with the Securities and Exchange Commission. Malacology does not have any
material business operations and has not completed a Business Combination
Transaction.

1n 1998, Columbialum, Ltd., a Nevada corporation,was formed as a blank check, or
shell company. On February 14, 2000, Columbialum filed a Form 10-SB with the
Securities and Exchange Commission. Columbialum does not have any material
business operations and has not completed a Business Combination Transaction.

1n 1998, Conus Holdings, Inc., a Nevada corporation,was formed as a blank check,
or shell company. On February 14, 2000, Conus filed a Form 10-SB with the
Securities and Exchange Commission. Conus does not have any material business
operations and has not completed a Business Combination Transaction.

ITEM 8 - DESCRIPTION OF SECURITIES
- ---------------------------------------

The Company's securities do not currently, and have not in the past, traded on
any active or liquid public market. Thus, there is currently no market for the
Company's securities and there can be no assurance that a trading market will
develop or, if one develops, that it will continue. Even if a trading market
should develop, the market may be substantially limited or unsustained. There
are currently 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. To the best knowledge of the Company, the only agreement
among or between shareholders with respect to the sale of shares is a lock-up
agreement effective July 12, 1999 wherein each and every one of the Company's
shareholders has agreed not to sell, assign, pledge, hypothecate, or otherwise
transfer any of their shares in the Company until such time as the Company has
completed a merger transaction.

COMMON STOCK

The Company's Articles of Incorporation authorize the issuance of 25,000,000
shares of common stock, $0.0001 par value per share. The holders of each share
of common stock (i) have equal rights to dividends from funds legally available
therefore, when, as and if declared by the Company's Board of Directors, (ii)
are entitled to share in all assets of the Company available for distribution,
(iii) do not have pre-emptive, subscription or conversion rights and (iv) are
entitled to one non-cumulative vote at all shareholder meetings.

All shares of common stock now outstanding are fully paid for and
non-assessable.

Stockholders have no cumulative voting rights, which means that Stockholders
owning more than 50% of the outstanding stock can vote to elect all directors.
Accordingly, the remaining Stockholders would not be able to elect any of the
Company's directors.

<PAGE>
PREFERRED STOCK

The Company is authorized to issue up to 5,000,000 shares of Preferred Stock,
par value $0.0001. The Preferred Stock of the Company can be issued in one or
more series as may be determined from time to time by the Board of Directors
without further stockholder approval. In establishing a series the Board of
Directors shall give to it a distinctive designation so as to distinguish it
from the shares of all other series and classes, shall fix the number of shares
in such series, and the preferences, rights and restrictions thereof. All
shares of any one series shall be alike in every particular. There are no
shares of preferred stock authorized, issued, or outstanding.

NON-CUMULATIVE VOTING

The Articles of Incorporation and Bylaws of the Company specify that
shareholders will not have the right to accumulate their shares for the purpose
of electing directors of the Company. Consequently, all directors of the
Company will be elected by the present majority shareholders.

COMMON STOCK DIVIDENDS

The Company does not presently anticipate that it will pay dividends on its
Common Stock at any time in the foreseeable future. The payment of dividends
will depend, among other things, upon the earnings, assets, general financial
condition, and other factors. In the event that the Company successfully
completes a merger or acquisition as contemplated hereunder, the Management of
the acquired company will, in all likelihood, have sole and exclusive authority
to determine whether Common Stock dividends will be paid thereafter.

The Company intends to furnish holders of its common stock annual reports
containing audited financial statements and to make public quarterly reports
containing unaudited financial information.

TRANSFER AGENT

The transfer agent for the common stock is Oxford Transfer and Registrar Agency,
Inc., 317 S.W. Alder, #1120, Portland, Oregon 97204.

<PAGE>
- ------
PART II

ITEM 1 - MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
- --------------------------------------------------------------------------------
OTHER SHAREHOLDER MATTERS
- ---------------------------

MARKET INFORMATION

STOCKHOLDERS

As of February 22, 2000, the Company had 1,000,000 shares of Common Stock
outstanding and held by one (1) shareholder of record, and no shares of
preferred stock issued or outstanding.

DIVIDENDS

The Company has not paid cash dividends on its Common Stock in the past and does
not anticipate doing so in the foreseeable future.

ITEM 2 - LEGAL PROCEEDINGS
- ------------------------------

The Company is not presently, but may from time to time be involved in various
claims, lawsuits, disputes with third parties, actions involving allegations of
discrimination, or breach of contract actions incidental to the operation of its
business. The Company is not currently involved in any such litigation which it
believes could have a materially adverse effect on its financial condition or
results of operations.

ITEM 3 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
- --------------------------------------------------------------

Effective January 20, 1999, Mendoza, Berger & Co, LLP, Certified Public
Accountants, were engaged by the Company as their principal accountant to audit
the Company's financial statements. There have been no changes in accountants
or disagreements of the type required to be reported under this Item 3 between
the Company and its independent auditors since their date of engagement.

<PAGE>
ITEM 4 - RECENT SALES OF UNREGISTERED SECURITIES
- -------------------------------------------------------

In November 1994 the Company issued 1,000,000 shares of its common stock to M.
Richard Cutler, an accredited investor, in exchange for services rendered. The
issuance was exempt from registration under Section 4(2) of the Securities Act
of 1933, as amended.

ITEM 5 - INDEMNIFICATION OF DIRECTORS AND OFFICERS
- ---------------------------------------------------------

The Corporation Laws of the State of Delaware and the Company's Bylaws provide
for indemnification of the Company's Directors for liabilities and expenses that
they may incur in such capacities. In general, Directors and Officers are
indemnified with respect to actions taken in good faith in a manner reasonably
believed to be in, or not opposed to, the best interests of the Company, and
with respect to any criminal action or proceeding, actions that the indemnitee
had no reasonable cause to believe were unlawful. Furthermore, the personal
liability of the Directors is limited as provided in the Company's Articles of
Incorporation.

The Company does not currently maintain a policy of Directors and Officers
Liability Insurance.

<PAGE>
- ------
PART F/S

FINANCIAL STATEMENTS
- ---------------------

The Financial Statements required by this Item are included at the end of this
report beginning on Page F-1.

PART III

ITEM 1 - INDEX TO EXHIBITS
- -------------------------------

EXHIBIT NO. DESCRIPTION
- ------------ -----------

*3.1 Articles of Incorporation of the Company.

*3.2 Bylaws of the Company.

*5 Opinion of The Law Offices of M. Richard Cutler

*23.1 Consent of Mendoza, Berger & Company, LLP, Independent Certified
Public Accountants.

*23.2 Consent of The Law Offices of M. Richard Cutler (included in
their opinion filed as Exhibit 5 hereto).

______________
* Previously Provided

ITEM 2 - DESCRIPTION OF EXHIBITS
- -------------------------------------

Not applicable

SIGNATURES

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

Dated: February 22, 2000 Wellspring Investments, Inc.

/s/ M. Richard Cutler
------------------------------
By: M. Richard Cutler
Its: President