SEA SHELL GALLERIES INC, SB-2/A, 2000-04-05

SEA SHELL GALLERIES INC
SB-2/A, 2000-04-05
NON-OPERATING ESTABLISHMENTS

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<PAGE>2
As filed with the Securities and Exchange Commission on March 21, 2000

Commission File Number 333-88139

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment 3 to

FORM SB-2
REGISTRATION STATEMENT
Under The Securities Act of 1933

Sea Shell Galleries, Inc.

Nevada 453920 91-1985634
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdictions Classification Code Number) Identification number)
of incorporation
or organization

2635 Meta Dr.
San Jose, Ca 95130
Telephone: (408) 379-1351
(Address and telephone number of registrant's principal executive
offices and principal place of business.)

Resident Agents of Nevada
711 South Carson Street
Carson City, Nevada 89701
(775) 882-4641
(Name, address and telephone number of agent for service.)

with copies to:
Jody M. Walker
Attorney At Law
7841 South Garfield Way
Littleton, Colorado 80122

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box: | x |
<TABLE>
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed Amount of
class of Amount to be offering aggregate registration
securities registered price offering price fee
<S> <C> <C> <C> <C>
common stock
$.001 par value(1) 1,335,000 $.20(2) $267,000 $ 74.23
common stock(3) 652,500 $ .50 $326,250 $ 90.70
common stock(4) 652,500 $ .75 $489,375 $ 136.05

common stock(5) 2,610,000 $4.00 $10,440,000 $2,902.32

5,250,000 $11,522,625 $3,203.30
</TABLE>

(1)Represents common stock being registered on behalf of Selling
Security Holders.
(2)Arbitrary value solely for purposes of computing the registration
fee
(3)Represents common stock underlying A warrants to be registered on
behalf of selling security holders.
(4)Represents common stock underlying B warrants to be registered on
behalf of selling security holders.
(5)Represents common stock underlying C warrants being registered on
behalf of selling security holders.

The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states
that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.

<PAGE>3

Preliminary Prospectus Dated March 21, 2000
SUBJECT TO COMPLETION

1,335,000 common shares on behalf of selling security holders
652,500 common shares underlying A warrants on behalf of
selling security holders
652,500 common shares underlying B warrants on behalf of
selling security holders
2,610,000 common shares underlying C warrants on behalf of
selling security holders

SEA SHELL GALLERIES, INC.

We will not receive any cash or other proceeds in connection with the
subsequent sale by selling security holders.

Each selling security holder may be deemed to be an underwriter under
the Securities Act of 1933.

Our common stock does not trade. Our management has agreed to use its
best efforts to apply for the quotation of its common stock on the NASD
Electronic Bulletin Board.

Consider carefully the risk factors beginning on page 10 in this
prospectus.

Neither the SEC nor any state securities commission has approved these
common shares or determined that this prospectus is accurate or
complete. Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.

The date of the prospectus is March 21, 2000.

<PAGE>4

<TABLE>
TABLE OF CONTENTS

<S> <C>
PROSPECTUS SUMMARY 5
RISK FACTORS 6
SELLING SECURITY HOLDERS 8
TERMS OF THE OFFERING 11
DILUTION 12
SOURCE AND USE OF PROCEEDS 12
SEA SHELL 12
BUSINESS ACTIVITIES 13
MANAGEMENT 15
PRINCIPAL SHAREHOLDERS 16
SHARES ELIGIBLE FOR FUTURE SALE 16
MARKET FOR REGISTRANT'S COMMON EQUITY 17
DESCRIPTION OF SECURITIES 17
INDEMNIFICATION 18
LEGAL MATTERS 18
LEGAL PROCEEDINGS 18
ADDITIONAL INFORMATION 18
EXPERTS 19
INTERESTS OF NAMED EXPERTS AND COUNSEL 19
</TABLE>

<PAGE>5
PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information, financial statements and notes to the financial statements
including the notes thereto appearing elsewhere in this prospectus.

Sea Shell. Our executive offices are located at 2635 Meta Dr.,
San Jose, Ca 95130. These offices consist of 500
square feet, which are provided free of charge by one
of our officers. Our telephone number is 408-379-
1351.

Corporate
Operations. We are a development stage company. We will enter the
business of selling fine art on consignment from
artists and owners through corporate galleries. We
plan to open the first gallery in San Jose, CA,
although we have not yet determined a specific
location or opening date.

We do not currently hold any works of arts.

Sales by Selling
Security Holders. We are registering common shares on behalf of selling
security holders in this prospectus. We will not
receive any cash or other proceeds in connection with
the subsequent sale. We are not selling any common
shares on behalf of selling security holders and have
no control or affect on these selling security
holders.

Financial
Constraints We current have only $3,000 in working capital and
will require approximately $200,000 to commence
operations. We will have to seek additional
financing to commence operations.

Market for Common
Stock We currently have no active trading market for the our
securities. We can not offer assurance that an
active trading and/or a liquid market will develop in
our securities.

Risk Factors We will be subject to material risks, such as
uncertainty of future financial results, liquidity
dependent on additional capital and debt financing and
risks related to our operations, in connection with
the issuance of the securities.

Absence of Dividends;
Dividend Policy We do not currently intend to pay regular cash
dividends on our common stock; Our Board of Directors
will review this policy from time to time in light of,
among other things, our earnings and financial
position. We do not anticipate paying dividends on
our common stock in the foreseeable future.

Transfer Agent RTT Transfers, Inc. located at 530 merchant St. in
Vacaville, CA 95688 is the transfer agent for our
securities.

<PAGE>6

- ----------------------------------------------------------
RISK FACTORS
- ----------------------------------------------------------

1. We have a limited operating history and have no certainty of
future operating results.

Since our incorporation in 1999, our activities have been principally
devoted to positioning ourselves to achieve our business objectives.
We have had no material operating revenue to date and expect to incur
losses and administrative expenses until we begin the sales of our
products or we receive revenues from any of our proposed operations. To
date, we have an operating loss of $141,273 for the period from
inception to November 30, 1999. See "Management's Discussion and
Analysis of Financial Condition."

2. We have so little funds that there is a substantial liklihood we
will never begin operations.

We currently have only $3,000 available for working capital. We need
additional capital but currently we have no revenues. We will be
required to make substantial expenditures to fund our future
operations. We will require approximately $75,000 to open our first
gallery. We estimate that it will cost approximately $10,000 per month
to operate the gallery. We lack a constant and continual flow of
revenue.

3. If we do not receive additional financing, we may not be able to
develop our business and you could lose your entire investment.

We cannot assure you that our proposed products will be
successfully developed, commercialized and accepted by the marketplace
or that we will realize sufficient revenues to support our operations.
We are looking for revenue sources on an on-going basis, but we cannot
assure you that such sources can be found or that, if available, the
terms of any financing will be commercially acceptable to Sea Shell.

4. Our operations are not diversified and we will not be able to
reduce our financial risks by relying on other revenue sources.

We will operate on the sales generated through our galleries.
Therefore, our financial viability will depend almost exclusively on
our ability to generate revenues from operations, and we will not have
the benefit of reducing financial risks by relying on revenues derived
from other operations.

5. If our common stock has no active trading market, you may not be
able to sell your common shares easily.

We do not have a public market for our common shares. We cannot assure
you that a public market will ever develop. Consequently, you may not
be able to liquidate their investment in the event of an emergency or
for any other reason.

6. If we cannot afford the cost of being a public company, we may not
remain current in our filings and you may not be able to trade your
stock.

Given our limited financial abilities, we may not be able to absorb the
costs of preparing and filing the necessary documents with the
Securities and Exchange Commission. If we attempt to remain current
in our filings, we may not be able to commence operations or achieve
profitability. We estimate that it would cost approximately $4,000 to
$5,000 per year in legal and accounting fees to comply under the '34
Act.

7. If we cannot find a suitable, affordable site, we may not be able
to commence operations.

We have not yet located a suitable site for our first gallery. We may
not be able to find a suitable site that is affordable. Even if we
locate a suitable site, we may not be able to successfully open a
gallery due to the other costs involved, such as office supplies,
employee training, etc.

<PAGE>7

8. If we cannot find adequate employees, we may not be able to
commence operations.

The art business requires employees with specific qualifications and
experience. They must have knowledge of the art world and artists.
We may not be able to locate appropriate employees, which could prevent
us from opening or profitably operating a gallery.

9. We are not an established name in the art business. Purchasers
may not prefer to deal with our galleries, which could affect our
profitability.

We have not established a reputation in the art business. Many
purchasers of art may prefer to deal with more established enterprises.
This could prevent us from profitably operating our first gallery.

10. Our officers and directors have limited experience in the art
field, may not run Sea Shell in a profitable manner and you may lose
your entire investment.

Our officers and directors have limited experience in the art field.
Compared to other companies, we do not have depth of managerial,
administrative and technical personnel. We may not run Sea Shell in a
profitable manner due to this inexperience and you may lose your entire
investment.

11. We have made forward looking statements that may not prove to be
correct.

The statements contained in this prospectus that are not historical
fact are forward-looking statements as the term is defined in the
Reform Act, which can be identified by the use of forward-looking
terminology such as "believes," "expects," "may," "will," "should," or
"anticipates" or the negative thereof or other variations thereon or
comparable terminology, or by discussions of strategy that involve
risks and uncertainties. The safe harbor provisions provided in Section
27A of the Securities Act and Section 21E of the Exchange Act do not
apply to forward-looking statements made in connection with this
initial public offering.

Because of the number and range of the assumptions underlying the our
projections and forward-looking statements, many of which are subject
to significant uncertainties and contingencies that are beyond the
reasonable control of Sea Shell, some of the assumptions inevitably
will not materialize and unanticipated events and circumstances may
occur subsequent to the date of this prospectus.

These forward-looking statements are made with the best estimates of
management prepared in good faith and based on current expectations.
we will not update this information other than required by law.
Therefore, the actual experience of Sea Shell and results achieved
during the period covered by any particular projections or forward-
looking statements may differ substantially from those projected.
Consequently, the inclusion of projections and other forward-looking
statements should not be regarded as a representation by Sea Shell or
any other person that we will realize these estimates and projections,
and actual results may vary materially. We cannot assure you that any
of these expectations will be realized or that any of the forward-
looking statements contained herein will prove to be accurate.

12. We do not meet the requirements for our stock to be quoted on
NASDAQ and the tradability in our stock will be limited under the penny
stock regulation.

We may never meet the requirements to be quoted on NASDAQ. We are
applying for quotation on the OTC Bulletin Board.

If the trading price of our common stock is less than $5.00 per share,
trading in the common stock would also be subject to the requirements
of Rule 15g-9 under the Exchange Act. Under this rule, broker/dealers
who recommend low-priced securities to persons other than established
customers and accredited investors must satisfy special sales practice
requirements. The broker/dealer must make an individualized written
suitability determination for the purchaser and receive the purchaser's
written consent prior to the transaction.

<PAGE>8

SEC regulations also require additional disclosure in connection with
any trades involving a "penny stock", including the delivery, prior to
any penny stock transaction, of a disclosure schedule explaining the
penny stock market and its associated risks. Such requirements severely
limit the liquidity of the common stock in the secondary market because
few broker or dealers are likely to undertake such compliance
activities. Generally, the term penny stock refers to a stock with a
market price of less than $5.00 per share. A market in our stock may
never develop due to these restrictions.

13. The selling shareholders may have liability because of their
status as underwriters.

Under the Securities Act of 1933, the selling security holders will be
considered to be underwriters of the offering. The selling security
holders may have civil liability under Section 11 and 12 of the
Securities Act for any omissions or misstatements in the registration
statement because of their status as underwriters.

14. We are not registering the warrants. The warrants will remain
restricted and you will not be able to sell the warrants in the public
market.

We are only registering the common shares underlying the warrants. The
warrants will remain restricted. No public market will be made in the
warrants.

15. We have anti-takeover provisions in our certificate of
incorporation and bylaws under Nevada law which could limit the price
investors may be willing to pay in the future for our common shares.

Unless our board of directors approve a takeover or change in control,
some of the provisions of Nevada law and the our certificate of
incorporation and Bylaws may have the effect of delaying, deterring or
preventing a future takeover or change in our control unless such
takeover or change in control is approved by our Board of Directors.
These provisions also may render the removal of directors and
management more difficult. These provisions could limit the price that
certain investors might be willing to pay in the future for our common
shares.

These provisions of Nevada law and our certificate of incorporation and
bylaws may also have the effect of discouraging or preventing certain
types of transactions involving an actual or threatened change of our
control (including unsolicited takeover attempts), even though such a
transaction may offer our stockholders the opportunity to sell their
stock at a price above the prevailing market price.

- --------------------------------------
SELLING SECURITY HOLDERS
- --------------------------------------

Sea Shell shall register pursuant to this prospectus 1,335,000 common
shares currently outstanding for the account of the following
individuals or entities. The percentage owned prior to and after the
offering reflects all of the then outstanding common shares. The
amount and percentage owned after the offering assumes the sale of all
of the common shares being registered on behalf of the selling security
holders.

<TABLE>
<CAPTION>
Name Amount Total Number % Owned Number of % Owned
Being Owned Prior to Shares Owned After
Registered Currently offering After offering offering
<S> <C> <C> <C> <C> <C>

Kevin Tatsugawa 10,000 10,000 .06% 0 0%
Lorie Tatsugawa-Spac 10,000 10,000 .06% 0 0%

John Wong 20,000 3,010,000 18.57% 2,990,000 12.90%

Patrick Gundlach 10,000 10,000 .06% 0 0%
Tom Geise 10,000 10,000 .06% 0 0%
J. Geise 10,000 10,000 .06% 0 0%
Ramond Uno 10,000 10,000 .06% 0 0%
Margie Seymour 10,000 10,000 .06% 0 0%
Robert Hinchey 10,000 10,000 .06% 0 0%

<PAGE>9

Paul Spiegler 10,000 10,000 .06% 0 0%
Erich Schmid 10,000 10,000 .06% 0 0%
Phillip M. Fox 10,000 3,010,000 18.57% 3,000,000 18.50%
Gary R. See 10,000 10,000 .06% 0 0%
Jody Walker 10,000 10,000 .06% 0 0%
Joseph Petrucelli 10,000 10,000 .06% 0 0%
Tamie Acieves 10,000 10,000 .06% 0 0%
Desert Au, Inc. 10,000 10,000 .06% 0 0%
James Yanai 10,000 10,000 .06% 0 0%
Fred Quadros 10,000 10,000 .06% 0 0%
Larry Slayton 10,000 10,000 .06% 0 0%
John Ballard 10,000 10,000 .06% 0 0%
John Poli 10,000 10,000 .06% 0 0%
Judith Poli 10,000 10,000 .06% 0 0%
Elizabeth Gheen 10,000 10,000 .06% 0 0%
Joseph Fernando 10,000 10,000 .06% 0 0%
Timothy Kasden 10,000 10,000 .06% 0 0%
Dean Cummings 10,000 10,000 .06% 0 0%
Mary Ann Lang 10,000 10,000 .06% 0 0%
James Potter 20,000 20,000 .12% 0 0%
Beryl Salerno 10,000 10,000 .06% 0 0%
Kazu Fujita 10,000 10,000 .06% 0 0%
Dale Benson 10,000 10,000 .06% 0 0%
Dennis Knepp 10,000 10,000 .06% 0 0%
William R. Shine 10,000 10,000 .06% 0 0%
Robert Ichikawa 10,000 10,000 .06% 0 0%
Gary Kihs 10,000 10,000 .06% 0 0%
Robert Watson 10,000 10,000 .06% 0 0%
Scott Cohen 10,000 10,000 .06% 0 0%
Thomas Bass 10,000 10,000 .06% 0 0%
Kevin Robinson 10,000 10,000 .06% 0 0%
Subrina Hamasaki 10,000 10,000 .06% 0 0%
Mitsuo Tatsugawa 30,000 3,010,000 18.57% 2,980,000 12.84%
Joel R. Shine 100,000 100,000 .62% 0 0%
Timothy Miles 775,000 775,000 4.78% 0 0%
</TABLE>

Sea Shell shall register pursuant to this prospectus 652,500 common
shares underlying A warrants currently outstanding for the account of
the following individuals or entities. The percentage owned prior to
and after the offering reflects all of the then outstanding warrants.
The amount and percentage owned after the offering assumes the exercise
and sale of all of the common shares underlying the A warrants being
registered on behalf of the selling security holders.

<TABLE>
<CAPTION>
Name Amount Total Number % Owned Number of % Owned
Being Owned Prior to A Warrants Owned After
Registered Currently offering After offering offering
<S> <C> <C> <C> <C> <C>

<PAGE>10

Timothy Kasden 5,000 5,000 .77% 0 0%
Dean Cummings 5,000 5,000 .77% 0 0%
Mary Ann Lang 5,000 5,000 .77% 0 0%
James Potter 10,000 10,000 1.53% 0 0%
Beryl Salerno 5,000 5,000 .77% 0 0%
Kazu Fujita 5,000 5,000 .77% 0 0%
Dale Benson 5,000 5,000 .77% 0 0%
Dennis Knepp 5,000 5,000 .77% 0 0%
William R. Shine 5,000 5,000 .77% 0 0%
Robert Ichikawa 5,000 5,000 .77% 0 0%
Gary Kihs 5,000 5,000 .77% 0 0%
Robert Watson 5,000 5,000 .77% 0 0%
Scott Cohen 5,000 5,000 .77% 0 0%
Thomas Bass 5,000 5,000 .77% 0 0%
Kevin Robinson 5,000 5,000 .77% 0 0%
Subrina Hamasaki 5,000 5,000 .77% 0 0%
Mitsuo Tasugawa 5,000 5,000 .77% 0 0%
Joel R. Shine 50,000 50,000 7,66% 0 0%
Timothy Miles 387,500 387,500 59.39% 0 0%
</TABLE>

Sea Shell shall register pursuant to this prospectus 652,500 common
shares underlying the B warrants currently outstanding for the account
of the following individuals or entities. The percentage owned prior to
and after the offering reflects all of the then outstanding warrants.
The amount and percentage owned after the offering assumes the exercise
and sale of all of the common shares underlying the B warrants being
registered on behalf of the selling security holders.

<TABLE>
<CAPTION>
Name Amount Total Number % Owned Number of % Owned
Being Owned Prior to B Warrants Owned After
Registered Currently offering After offering offering
<S> <C> <C> <C> <C> <C>

Kevin Tatsugawa 5,000 5,000 .77% 0 0%
Lorie Tatsugawa-Spac 5,000 5,000 .77% 0 0%
John Wong 5,000 5,000 .77% 0 0%
Patrick Gundlach 5,000 5,000 .77% 0 0%
Tom Geise 5,000 5,000 .77% 0 0%
J. Geise 5,000 5,000 .77% 0 0%
Ramond Uno 5,000 5,000 .77% 0 0%
Margie Seymour 5,000 5,000 .77% 0 0%
Robert Hinchey 5,000 5,000 .77% 0 0%
Paul Spiegler 5,000 5,000 .77% 0 0%
Erich Schmid 5,000 5,000 .77% 0 0%
Phillip M. Fox 5,000 5,000 .77% 0 0%
Gary R. See 5,000 5,000 .77% 0 0%
Jody Walker 5,000 5,000 .77% 0 0%
Joseph Petrucelli 5,000 5,000 .77% 0 0%
Tamie Acieves 5,000 5,000 .77% 0 0%
Desert Au, Inc. 5,000 5,000 .77% 0 0%
James Yanai 5,000 5,000 .77% 0 0%
Fred Quadros 5,000 5,000 .77% 0 0%
Larry Slayton 5,000 5,000 .77% 0 0%
John Ballard 5,000 5,000 .77% 0 0%
John Poli 5,000 5,000 .77% 0 0%
Judith Poli 5,000 5,000 .77% 0 0%
Elizabeth Gheen 5,000 5,000 .77% 0 0%
Joseph Fernando 5,000 5,000 .77% 0 0%
Timothy Kasden 5,000 5,000 .77% 0 0%
Dean Cummings 5,000 5,000 .77% 0 0%
Mary Ann Lang 5,000 5,000 .77% 0 0%
James Potter 10,000 10,000 1.53% 0 0%
Beryl Salerno 5,000 5,000 .77% 0 0%
Kazu Fujita 5,000 5,000 .77% 0 0%
Dale Benson 5,000 5,000 .77% 0 0%
Dennis Knepp 5,000 5,000 .77% 0 0%
William R. Shine 5,000 5,000 .77% 0 0%
Robert Ichikawa 5,000 5,000 .77% 0 0%
Gary Kihs 5,000 5,000 .77% 0 0%
Robert Watson 5,000 5,000 .77% 0 0%
Scott Cohen 5,000 5,000 .77% 0 0%
Thomas Bass 5,000 5,000 .77% 0 0%
Kevin Robinson 5,000 5,000 .77% 0 0%
Subrina Hamasaki 5,000 5,000 .77% 0 0%

<PAGE>11

Mitsuo Tasugawa 5,000 5,000 .77% 0 0%
Joel R. Shine 50,000 50,000 7,66% 0 0%
Timothy Miles 387,500 387,500 59.39% 0 0%
</TABLE>

Sea Shell shall register pursuant to this prospectus 2,610,000 common
shares underlying the C warrants currently outstanding for the account
of the following individuals or entities. The percentage owned prior to
and after the offering reflects all of the then outstanding warrants.
The amount and percentage owned after the offering assumes the exercise
and sale of all of the common shares underlying the C warrants being
registered on behalf of the selling security holders.

<TABLE>
<CAPTION>
Name Amount Total Number % Owned Number of % Owned
Being Owned Prior to C Warrants Owned After
Registered Currently offering After offering offering
<S> <C> <C> <C> <C> <C>

Kevin Tatsugawa 20,000 20,000 .77% 0 0%
Lorie Tatsugawa-Spac 20,000 20,000 .77% 0 0%
John Wong 20,000 20,000 .77% 0 0%
Patrick Gundlach 20,000 20,000 .77% 0 0%
Tom Geise 20,000 20,000 .77% 0 0%
J. Geise 20,000 20,000 .77% 0 0%
Ramond Uno 20,000 20,000 .77% 0 0%
Margie Seymour 20,000 20,000 .77% 0 0%
Robert Hinchey 20,000 20,000 .77% 0 0%
Paul Spiegler 20,000 20,000 .77% 0 0%
Erich Schmid 20,000 20,000 .77% 0 0%
Phillip M. Fox 20,000 20,000 .77% 0 0%
Gary R. See 20,000 20,000 .77% 0 0%
Jody Walker 20,000 20,000 .77% 0 0%
Joseph Petrucelli 20,000 20,000 .77% 0 0%
Tamie Acieves 20,000 20,000 .77% 0 0%
Desert Au, Inc. 20,000 20,000 .77% 0 0%
James Yanai 20,000 20,000 .77% 0 0%
Fred Quadros 20,000 20,000 .77% 0 0%
Larry Slayton 20,000 20,000 .77% 0 0%
John Ballard 20,000 20,000 .77% 0 0%
John Poli 20,000 20,000 .77% 0 0%
Judith Poli 20,000 20,000 .77% 0 0%
Elizabeth Gheen 20,000 20,000 .77% 0 0%
Joseph Fernando 20,000 20,000 .77% 0 0%
Timothy Kasden 20,000 20,000 .77% 0 0%
Dean Cummings 20,000 20,000 .77% 0 0%
Mary Ann Lang 20,000 20,000 .77% 0 0%
James Potter 40,000 40,000 1.53% 0 0%
Beryl Salerno 20,000 20,000 .77% 0 0%
Kazu Fujita 20,000 20,000 .77% 0 0%
Dale Benson 20,000 20,000 .77% 0 0%
Dennis Knepp 20,000 20,000 .77% 0 0%
William R. Shine 20,000 20,000 .77% 0 0%
Robert Ichikawa 20,000 20,000 .77% 0 0%
Gary Kihs 20,000 20,000 .77% 0 0%
Robert Watson 20,000 20,000 .77% 0 0%
Scott Cohen 20,000 20,000 .77% 0 0%
Thomas Bass 20,000 20,000 .77% 0 0%
Kevin Robinson 20,000 20,000 .77% 0 0%
Subrina Hamasaki 20,000 20,000 .77% 0 0%
Mitsuo Tasugawa 20,000 20,000 .77% 0 0%
Joel R. Shine 200,000 200,000 .77% 0 0%
Timothy Miles 1,550,000 1,550,000 .77% 0 0%
</TABLE>

- ----------------------------------------------------------
TERMS OF THE OFFERING
- ----------------------------------------------------------

Plan of Distribution. Sea Shell is not selling any common shares on
behalf of selling security holders and has no control or affect on the
common shares being registered on behalf of these selling security
holders.

<PAGE>12

Our common shares are not traded currently on the over-the-counter
market. The selling security holders may sell their common shares in
one or more transactions. These may include "block" transactions in
the over-the-counter market, if one develops, in negotiated
transactions or in a combination of such methods of sales, at fixed
prices which may be changed, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at
negotiated prices.
The selling security holders may effect such transactions by selling
the common shares directly to purchasers, or may sell to or through
agents, dealers or underwriters designated from time to time, and such
agents, dealers or underwriters may receive compensation in the form of
discounts, concessions or commissions from the selling security holders
and/or the purchaser(s) of the common shares for whom they my act as
agent or to whom they may sell as principals, or both. The selling
security holders and any agents, dealers or underwriters that act in
connection with the sale of the common shares might be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities
Act, and any discount or commission received by them and any profit on
the resale of the common shares as principal might be deemed to be
underwriting discounts or commissions under the Securities Act.

Sea Shell is not aware of any current or future plans, proposals,
arrangements or understandings by any selling security holders to
distribute their registered shares of common stock of Sea Shell to
their respective outstanding shareholders or partners.

Sea Shell is not aware of any plans, arrangements or understandings by
any selling security holders to sell their registered shares of common
stock to any particular individual(s) or to use such registered shares
to satisfy contractual obligations.

Sea Shell will receive no portion of the proceeds from the sale of the
common shares by the selling security holders and will bear all of the
costs relating to the registration of this offering (other than any
fees and expenses of counsel for the selling security holders). Any
commissions, discounts or other fees payable to a broker, dealer,
underwriter, agent or market maker in connection with the sale of any
of the common shares will be borne by the selling security holders.

Determination of Exercise Price of warrants. The exercise price and
other terms of the warrants were arbitrarily determined by Sea Shell
after considering the our financing needs and the possible dilution to
existing and new shareholders.

Offering Period. This offering will terminate on or before
December 31, 2000.

- --------------------------------------------------------------
DILUTION
- --------------------------------------------------------------

Further Dilution. We may issue additional restricted common shares
pursuant to private business transactions. Any sales under Rule 144
after the applicable holding period may have a depressive effect upon
the market price of the Company's common shares and investors in this
offering upon conversion.

- --------------------------------------------------------------
SOURCE AND USE OF PROCEEDS
- --------------------------------------------------------------

Any proceeds received from the subsequent exercise of the A, B and C
warrants shall be used as working capital and to expand operations.
Due to the uncertainty of the timing and amount of actual funds which
may be received upon exercise of the warrants, no specific breakdown of
uses have been established by Sea Shell. The aggregate amount of
proceeds if all of the warrants are exercised is $11,255,625. If all
of the A,B, and C warrants are exercised, the proceeds shall be
utilized over a five year period.

<PAGE>13
- -------------------------------------------------------
SEA SHELL
- -------------------------------------------------------

Sea Shell's executive offices are located at 2635 Meta Dr., San Jose,
Ca 95130 . These offices consist of 500 square feet, which are
provided free of charge by John Wong, an officer of Sea Shell. Mr.
Wong is under no obligation to continue providing office space free of
charge.

Corporate Operations. Sea Shell, a development stage company, will
enter the business of selling fine art on consignment from artists and
owners through corporate galleries.

The first of Sea Shell's galleries will be opened in San Jose, CA.
Sea Shell has not yet determined a specific location or an opening
date. The anticipate size of the first gallery shall be approximately
1,500 square feet with rent of approximately $4,000 per month.

Sea Shell does not currently hold any works of art.

Officers and directors are currently searching for a suitable location,
determining interview procedures and requirements for prospective
employees and artists.

Competition. Sea Shell shall enter the field of selling fine art on
consignment from artists and owners through corporate galleries.
Competition from other art dealers and galleries in southern California
is prevalent and expected to increase in the future. There are
currently 132 competing galleries in the greater San Jose area. Most
of these competitors have substantially greater capital resources,
research and development staffs, and facilities than Sea Shell. Sea
Shell shall compete by focusing on traditional artists, primarily
impressionists, in the price range of between $1,500 and $50,000 with
an emphasis on the $5,000 to $25,000 range. Numerous other galleries
also deal in this price range and type of paintings either exclusively
or non-exclusively and our inability to compete successfully might
result in increased costs, reduced yields and additional risks to the
investors herein.

Employees. Sea Shell currently has no part time or full time
employees. We have a management tem in place and administrative and
financial functions have been performed by outside consultants.
Management has been compensated with common shares and the consultants
have been compensated with a combination of cash and common shares.

Reports to Security Holders. We shall become subject to the
informational requirements of the Securities Exchange Act of 1934, as
amended, and in accordance therewith will file reports and other
information with the Securities and Exchange Commission. We have not
yet filed any reports with the Securities and Exchange Commission. The
reports and other information filed by us can be inspected and copied
at the public reference facilities maintained by the Commission in
Washington, D.C. and at the Chicago Regional Office, Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and
the New York Regional Office, 7 World Trade Center, New York, New York
10048. Copies of such material can be obtained from the Public
Reference Section of the Commission, Washington, D.C. 20549 at
prescribed rates.

We will furnish to shareholders:

- - an annual report containing financial information examined and
reported upon by its certified public accountants;

- - unaudited financial statements for each of the first three quarters
of the fiscal year; and

- - additional information concerning the business and operations of
Sea Shell deemed appropriate by the Board of Directors.

- -------------------------------------------------
BUSINESS ACTIVITIES
- -------------------------------------------------

Advertising/Marketing Plan. We will advertise in Art News and Art in
America magazines. Rates for Art news are $565 per month for on 2 1/8"
by 3" color ad. Rates for Art in America are $1,285 for one quarter

<PAGE>14

page based on a 6 times per year rate. With an advertising budget of
$1,500 per month, we will allocate $1,207 per month to the placement of
one ad per month in Art news and one ad every other month in Art in
America. The balance of the $1,500 budget will be invested in
targeted direct mailings. Ads in both magazines will be directed
towards both collectors as well as artists and owners who may be
interested in consigning art to our gallery.

Pricing. Sea Shell will sell works of art on consignment from
artists and owners. Sea Shell will determine the retail price
of each work on an individual basis. Sea Shell will target art which
has a retail price ranging from $1,500 to $50,000. Sea Shell will
retain 50% of the retail price of any consigned works sold. The 50%
represents the industry standard for consigned art work by galleries.

Target Market. Sea Shell's target market for its works of art will be
art collectors.

Budget and Cash Flow. We require an additional $200,000 in order to
commence operations. We will seek additional debt and equity
financing to commence limited operations. Revenues, if any, received
from consignment sales will be utilized to continue limited operations.
Initial monthly expenses for the first gallery are projected to be
approximately $10,000 per month. In additional to $4,000 rent, we
anticipate paying $3,500 in payroll, $1,500 in advertising, $500 in
utilities, $200 for insurance and $300 in miscellaneous expenses.

In order to break even each month, we will have to sell at least
$20,000 worth of paintings. We hope to generate sufficient capital to
begin operations by August 2000 and expect to generate sufficient
revenue to financial limited operations by January 2001.

- ----------------------------------------------------------------
PLAN OF OPERATION
- ----------------------------------------------------------------

Trends and Uncertainties. Demand for Sea Shell's products will be
dependent on, among other things, market acceptance of Sea Shell's
concept, its proposed operations and general economic conditions which
are cyclical in nature. Inasmuch as a major portion of Sea Shell's
activities is the receipt of revenues from its consignment sales, Sea
Shell's business operations may be adversely affected by Sea Shell's
competitors and prolonged recessionary periods.

Capital Resources and Liquidity. Sea Shell requires substantial
capital in order to commence its current and strategic business plans.
Initial working capital has been obtained by private sale of common
stock ($39,000). As of November 30, 1999, Sea Shell had cash
remaining of $3,127. We have financed a major part of our operating
expenses by issuing common shares for services. Due to lack of
current operating expenses, available cash can satisfy current expenses
for only three to six months while we continue to pursue sufficient
financing. We require an additional $200,000 in order to commence
operations. We will seek additional debt and equity financing to
commence limited operations until the warrants are exercised, if ever.
Revenues, if any, received from consignment sales will be utilized to
continue limited operations. Sea Shell hopes to generate sufficient
capital to begin operations by August 2000 and expects to generate
sufficient revenue to finance limited operations by January 2001

If we fail to raise the additional financing necessary, we shall
discontinue our business plan and consider alternative strategies. We
do not currently have any specific alternative strategies and if none
are developed, we may not be able to continue operations and you may
lose the entire investment .

On a long term basis, liquidity is dependent on commencement of
operation and receipt of revenues, additional infusions of capital and
debt financing. Sea Shell believes that additional capital and debt
financing in the short term will allow Sea Shell to increase its
marketing and sales efforts and thereafter result in increased revenue
and greater liquidity in the long term. However, there can be no
assurance that Sea Shell will be able to obtain additional equity or
debt financing in the future, if at all.

Results of Operations. Since inception, Sea Shell has not received
any revenues from operations. Sea Shell had operating expenses of
$141,273 for the period from inception to November 30, 1999. These

<PAGE>15

expenses consisted of compensation of officers and directors of
$14,900, management fees of $105,500, professional fees for legal and
accounting services of $17,200 and other expenses of $72.

For the three months ended November 30, 1999, Sea Shell had operating
expenses of $7,122, which consisted of management fees of $3,000,
profession fees of $500, stockholder expenses of $3,601 and other
expenses of $21.

The management fees were paid in cash ($15,000) and the balance
consisting of 437,500 units at $.20 per unit to unaffiliated
consultants who assisted us with corporate structuring and developing
our strategy.

- ---------------------------------------------------------
MANAGEMENT
- ---------------------------------------------------------

Officers and Directors. Pursuant to the Certificate of Incorporation,
each Director shall serve until the annual meeting of the stockholders,
or until his successor is elected and qualified. Sea Shell's basic
philosophy mandates the inclusion of directors who will be
representative of management, employees and the minority shareholders
of Sea Shell. Directors may only be removed for "cause". The term of
office of each officer of Sea Shell is at the pleasure of Sea Shell's
Board. The term of office for each director is three years.

The principal executive officers and directors of Sea Shell are as
follows:
<TABLE>
<CAPTION>
Name Position Term(s) of
Office
<S> <C> <C>
Samantha Moody, age 31 Director From Inception
To Present
Phillip M. Fox, age 56 Director From Inception
To Present
Mitsuo Tatsugawa, age 65 Director From Inception
To Present
John Wong, age 67 President/Treasurer From Inception
To Present

Resumes:

John Wong. From 1993 until Mr. Wong took the position of president
and treasurer of Sea Shell, Mr. Wong was retired. Until 1993, Mr. Wong
was the Operations manager for Deskin Research Group, a satellite
communications company. Mr. Wong received a BS degree in Industrial
Technology from San Jose State University in 1961.

Phillip M. Fox. From 1994 to present Mr. Fox has been a strategic
marketing/finance consultant in Beverly Hills, CA. From 1992 to 1994
Mr. Fox was the developer and owner of Gallerie Illuminati, an art
gallery, located in Santa Monica, California. Mr. Fox received his
Juris Doctor degree from the University of Denver Law School in 1970,
and worked for 22 years as a stock broker for Shearson-Lehman Bros.

Samantha Moody. From November of 1998 to present Mrs. Moody has been a
partner with her husband, Colin Moody, in Moody's Financial Relations,
providing financial relations consulting. From 1998 to present she has
served on the Board of Directors for Auric Enterprises, Inc. From
October 1997 to November 1998 she was unemployed due to childbirth.
From 1995 to October 1997 Mrs. Moody was the owner of Sacred Valley
Organic Produce, a wholesale distributor of organic produce. From 1991
to 1995, Mrs. Moody was the owner of Silkworks, a manufacturer and
distributor of silk outerwear. She graduated from Pacific Grove High
School in 1985.

Mitsuo Tatsugawa. From 1995 to present Mr. Tatsugawa has been the
owner of Mitsuo Tatsugawa Sales and Services, a floral business located
in Salinas, California. From 1993 till 1996, Mr. Tatsugawa served on
the Board of Directors for Pratt, Wylce and Lord, Inc. Mr. Tatsugawa
received his MBA from the University of Nevada in 1972. Mr. Tatsugawa
is 65 years old.

<PAGE>16

Remuneration. Each board member was compensated with 250,000 common
shares on April 5, 1998. No other remuneration has been paid since
inception.

Board of Directors Compensation. Members of the Board of Directors
will receive $250 per meeting if said Directors are not separately
compensated by Sea Shell and will be required to attend a minimum of
four meetings per fiscal year. All expenses for meeting attendance or
out of pocket expenses connected directly with their Board
representation will be reimbursed by Sea Shell. Director liability
insurance may be provided to all members of the Board of Directors.
Sea Shell has not yet obtained such insurance and does not have any
specifics for available cost and coverage. Sea Shell does not have a
specific time frame to obtain the insurance. No differentiation is
made in the compensation of "outside directors" and those officers of
Sea Shell serving in that capacity.

- ----------------------------------------------------------------
PRINCIPAL SHAREHOLDERS
- ----------------------------------------------------------------

There are currently 16,205,000 common shares outstanding, 1,315,000 A
warrants, 1,315,000 B warrants and 5,260,000 C warrants. The following
tabulates holdings of shares of Sea Shell by each person who, subject
to the above, at the date of this prospectus, holds of record or is
known by management to own beneficially more than 5.0% of the common
shares and, in addition, by all directors and officers of Sea Shell
individually and as a group. The following assumes the exercise of
all warrants.

Shareholdings at Date of
This prospectus

</TABLE>
<TABLE>
<CAPTION>
Number & Class
Name and Address of Shares(1) Percentage
<S> <C> <C>
John Wong(2) 3,040,000 12.61%
2635 Meta Dr.
San Jose, Ca 95130

Phillip M. Fox(3) 3,040,000 12.61%
200 N Swall Dr.
Suite 358
Beverly Hills, CA 90211

Samantha Moody(3) 3,000,000 12.45%
2 Ocean Breeze
Hilton Head, SC 29928

Mitsuo Tatsugawa(3) 3,040,000 12.61%
220 A San Benancio Rd.
Salinas, CA 93908

Christopher Miles 2,900,000 17.90%
2 Ocean Breeze
Hilton Head, SC 29928

All Officers and Directors 12,120,000 50.28%
As a Group (4 persons)

(1)Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared
voting power, including the power to vote or direct the voting, and/or
sole or shared investment power, including the power to dispose or
direct the disposition, with respect to a security whether through a
contract, arrangement, understanding, relationship or otherwise.
Unless otherwise indicated, each person indicated above has sole power
to vote, or dispose or direct the disposition of all shares
beneficially owned, subject to applicable unity property laws.
(2) Mr. Wong is an Officer of Sea Shell
(3) Mr. Fox, Mrs. Moody and Mr. Tatsugawa are Directors of Sea Shell

<PAGE>17

- ----------------------------------------------------------
SHARES ELIGIBLE FOR FUTURE SALE
- ----------------------------------------------------------

Sea Shell currently has 16,215,000 shares of common stock outstanding.
Of these, 14,880,000 common shares will be deemed to be "restricted
securities" after the offering and may be sold in compliance with Rule
144 adopted under the Securities Act of 1933. Other securities may be
issued, in the future, in private transactions pursuant to an exemption
from the Securities Act. Rule 144 provides, in essence, that a person
who has held restricted securities for a period of two years may sell
every three months in a brokerage transaction or with a market maker an
amount equal to the greater of 1% of Sea Shell's outstanding shares or
the average weekly trading volume, if any, of the shares during the
four calendar weeks preceding the sale. The amount of "restricted
securities" which a person who is not an affiliate of Sea Shell may
sell is not so limited. Nonaffiliates may each sell without
limitation shares held for three years. Sea Shell will make application
for the listing of its Shares in the over-the-counter market. Sales
under Rule 144 may, in the future, depress the price of Sea Shell's
Shares in the over-the-counter market, should a market develop. Prior
to this offering there has been no public market for the common stock
of Sea Shell. The effect, if any, of a public trading market or the
availability of shares for sale at prevailing market prices cannot be
predicted. Nevertheless, sales of substantial amounts of shares in
the public market could adversely effect prevailing market prices.

- ----------------------------------------------------------
MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
- -----------------------------------------------------------

Market Information. Sea Shell's common stock is not traded in the
pink sheets or in the OTC Bulletin Board maintained by the NASD.

Holders. The approximate number of holders of record of Sea Shell's
.001 par value common stock, as of September 24, 1999 was 48.

Dividends. Holders of Sea Shell's common stock are entitled to
receive such dividends as may be declared by its Board of Directors.

- --------------------------------------------------------------
DESCRIPTION OF SECURITIES
- ---------------------------------------------------------------

Qualification. The following statements constitute brief summaries of
Sea Shell's Certificate of Incorporation and Bylaws, as amended. Such
summaries do not purport to be complete and are qualified in their
entirety by reference to the full text of the Certificate of
Incorporation and Bylaws.

Sea Shell's articles of incorporation authorize it to issue up to
49,000,000 common shares, $.001 par value per common share and
1,000,000 preferred shares, $.001 par value per preferred share.
There are currently no preferred shares outstanding. Sea Shell is in
the process of amending the Articles of Incorporation to allow the
board of directors to determine the rights and preferences of each
series of preferred shares authorized.

Common Stock.

Liquidation Rights. Upon liquidation or dissolution, each outstanding
common share will be entitled to share equally in the assets of Sea
Shell legally available for distribution to shareholders after the
payment of all debts and other liabilities.

Dividend Rights. There are no limitations or restrictions upon the
rights of the Board of Directors to declare dividends out of any funds
legally available therefor. Sea Shell has not paid dividends to date
and it is not anticipated that any dividends will be paid in the
foreseeable future. The Board of Directors initially may follow a
policy of retaining earnings, if any, to finance the future growth of
Sea Shell. Accordingly, future dividends, if any, will depend upon,
among other considerations, Sea Shell's need for working capital and
its financial conditions at the time.

<PAGE>18

Voting Rights. Holders of common shares of Sea Shell are entitled to
cast one vote for each share held at all shareholders meetings for all
purposes.

Other Rights. Common shares are not redeemable, have no conversion
rights and carry no preemptive or other rights to subscribe to or
purchase additional common shares in the event of a subsequent
offering.

Warrants. Class A warrants are exercisable into one common share at
$.50 for a period of three years. Class B warrant are exercisable into
one common share at $.75 for a period of three years. Class C warrants
are exercisable into one common share at $4.00 for a period of five
years from the close of the offering. . All warrants are callable for
$.01 with 30 days notice. The class A and B warrants expire as of
June 25, 2002 and the class C warrants expire as of June 25, 2005.
The warrants have no dilution provisions.

Transfer Agent. RTT Transfer shall act as Sea Shell's transfer agent.

- -----------------------------------------------------------
INDEMNIFICATION
- -----------------------------------------------------------

Our Bylaws do not contain a provision entitling any director or
executive officer to indemnification against liability under the
Securities Act of 1933. The Nevada Revised Statutes allow a company to
indemnify its officers, directors, employees, and agents from any
threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, except under certain
circumstances. Indemnification may only occur if a determination has
been made that the officer, director, employee, or agent acted in good
faith and in a manner, which such person believed to be in the best
interests of the company. A determination may be made by the
shareholders; by a majority of the directors who were not parties to
the action, suit, or proceeding confirmed by opinion of independent
legal counsel; or by opinion of independent legal counsel in the event
a quorum of directors who were not a party to such action, suit, or
proceeding does not exist. Provided the terms and conditions of these
provisions under Nevada law are met, officers, directors, employees,
and agents of the Company may be indemnified against any cost, loss, or
expense arising out of any liability under the '33 Act. Insofar as
indemnification for liabilities arising under the '33 Act may be
permitted to directors, officers and controlling persons of the
Company. Sea Shell has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against
public policy and is, therefore, unenforceable.

- -----------------------------------------------------------
LEGAL MATTERS
- -----------------------------------------------------------

Certain legal matters with respect to the issuance of the securities
offered hereby will be passed upon by J. M. Walker, Attorney-At-Law.

- --------------------------------------------------------
LEGAL PROCEEDINGS
- --------------------------------------------------------

Sea Shell is not involved in any legal proceedings as of the date of
this prospectus.

- --------------------------------------------------------
ADDITIONAL INFORMATION
- --------------------------------------------------------

We have filed with the Securities and Exchange Commission a
registration statement under the Act with respect to the securities
offered hereby. This prospectus does not contain all of the
information set forth in the Registration Statement, some parts are
omitted in accordance with the Rules and Regulations of the Commission.
For further information with respect to Sea Shell and the securities
offered hereby, reference is made to the Registration Statement.
Copies of such materials may be examined without charge at, or obtained
upon payment of prescribed fees from, the Public Reference Section of
the Commission at Room 1024, telephone number 1-800-SEC-0330, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, DC 20549, at the Chicago

<PAGE>19

Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and the New York Regional Office, 7 World
Trade Center, New York, New York 10048.

We will voluntarily file periodic reports in the event its obligation
to file such reports is suspended under Section 15(d) of the Exchange
Act.

We will provide without charge to each person who receives a
prospectus, upon written or oral request of such person, a copy of any
of the information that was incorporated by reference in the prospectus
(not including exhibits to the information that is incorporated by
reference unless the exhibits are themselves specifically incorporated
by reference). Requests for copies of said documents should be
directed to John Wong, President.

The Commission maintains a Web site -- //www.sec.gov -- that contains
reports, proxy and information statements and other information
regarding issuers that file electronically with the Commission. This
prospectus and our future periodic statements will be available on the
SEC website.

No dealer, salesman, agent or any other person has been authorized to
give any information or to make any representation other than those
contained in this prospectus. If given or made, this information or
representation must not be relied on as having been authorized by Sea
Shell or the underwriter, if an underwriter assists in the sale of the
securities. This prospectus does not constitute an offer or a
solicitation by anyone to any person in any state, territory or
possession of the United States in which the offer or solicitation is
not authorized by the laws thereof, or to any person to whom it is
unlawful to make such offer or solicitation.

Neither the delivery of this prospectus or any sale made hereunder
shall, under any circumstances, create an implication that there has
not been any change in the facts set forth in this prospectus or in the
affairs of Sea Shell since the date hereof.

- --------------------------------------------------------
EXPERTS
- --------------------------------------------------------

The audited financial statements included in this prospectus have been
so included in reliance on the report of James E. Scheifley &
Associates, P.C., Certified Public Accountants, on the authority of
such firm as experts in auditing and accounting.

- --------------------------------------------------------
INTERESTS OF NAMED
EXPERTS AND COUNSEL
- --------------------------------------------------------

Jody M. Walker, securities attorney for Sea Shell owns 10,000 common
shares, 5,000 A warrants, 5,000 B warrants and 20,000 C warrants. The
common shares and the common shares underlying the warrants are being
registered in this offering. These securities were purchased for cash
in our recent private offering.

None of the other experts or counsel named in the prospectus are
affiliated with Sea Shell.

<PAGE>20

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

Index to Financial Statements

Unaudited Balance Sheet dated November 30, 1999
Statement of Operations for the three months ended November 30, 1999
and the period from inception (March 22, 1999) to November 30, 1999
Statements of Cash Flows for the three months ended November 30, 1999
and the period from inception (March 22, 1999) to November 30, 1999
Notes to Financial Statements

Independent Auditor's Report dated September 8, 1999
Balance Sheet dated August 31, 1999
Statement of Operations for the period from inception (March 22, 1999
to August 31, 1999
Statement of Changes in Stockholders' Equity from the period from
inception (March 22, 1999) to August 31, 1999
Statements of Cash Flows For the period from inception (March 22, 1999)
to August 31, 1999
Notes to Financial Statements

<PAGE>21

Sea Shell Galleries, Inc.
(A Development Stage Company)
Balance Sheet
November 30, 1999
(Unaudited)

ASSETS
Current assets: 1999

Cash $ 3,127
Inventory 150
---------
Total current assets 3,277
---------
Total Assets $ 3,277
==========

STOCKHOLDERS' EQUITY
Current liabilities:
Total current liabilities $ -
--------

Stockholders' equity:

Preferred stock, $.001 par value,
1,000,000 shares authorized, no shares
issued and outstanding -

Common stock, $.001 par value,
49,000,000 shares authorized, 16,215,000
shares issued and outstanding 16,215
Additional paid in capital 128,335
(Deficit) accumulated during
development stage (141,273)
----------
3,277
----------
Total Liabilities and Stockholders' Equity $ 3,277
=========

See accompanying notes to financial statements.

<PAGE>22

Sea Shell Galleries, Inc.
(A Development Stage Company)
Statement of Operations
For the Three Months Ended November 30, 1999 and
the Period From Inception (March 22, 1999) to November 30, 1999
(Unaudited)

</TABLE>
<TABLE>
<CAPTION>
Three Months Period From
Ended Inception To
November 30, November 30,
1999 1999
<S> <C> <C>
Operating expenses:
Compensation of officers and directors $ - $ 14,900
Management fees 3,000 105,500
Professional fees 500 17,200
Stockholder expenses 3,601 3,601
Other expenses 21 72
----------- ----------
7,122 141,273
----------- ----------
(Loss from operations) and net (loss) $ (7,122) $ (141,273)

Per share information:
Basic and diluted (loss) per common share $ (0.00) $ (0.01)

Weighted average shares outstanding 16,215,000 15,626,111
</TABLE>

See accompanying notes to financial statements.

<PAGE>23

Sea Shell Galleries, Inc.
(A Development Stage Company)
Statement of Cash Flows
For the Three Months Ended November 30, 1999 and
the Period From Inception (March 22, 1999) to November 30, 1999
(Unaudited)
<TABLE>
<CAPTION>
Three Months Period From
Ended Inception To
November 30, November 30,
1999 1999
<S> <C> <C>
Net income (loss) $ (7,122) $ (141,273)
Adjustments to reconcile net income to net
cash provided by operating activities:
Management fees contributed by officers 3,000 3,000
Services provided for common stock - 102,400
------------ ------------
Total adjustments 3,000 105,400
Net cash provided by (used in)
operating activities (4,122) (35,873)

Cash flows from financing activities:
Common stock sold for cash, net of offeering costs - 39,000
----------- -----------
Net cash provided by (used in)
financing activities - 39,000
----------- ----------
Increase (decrease) in cash (4,122) 3,127
Cash and cash equivalents,
beginning of period 7,249 -
----------- ----------
Cash and cash equivalents,
end of period $ 3,127 $ 3,127
</TABLE>

See accompanying notes to financial statements.

<PAGE>24

Sea Shell Galleries, Inc.
Notes to Financial Statements

Basis of presentation

The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions incorporated in
Regulation 10-SB of the Securities and Exchange Commission.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments and accruals) considered
necessary for a fair presentation have been included.

The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year. The
accompanying financial statements should be read in conjunction with
the Company's financial statements for the period ended August 31,
1999.

Basic loss per share was computed using the weighted average number of
common shares outstanding.

During the three months ended November 30, 1999, the certain of the
Company's officers provided office and administrative services
including the provision of office facilities without charge to the
Company. The fair value of the services provided amounted to $1,000 per
month. Since the Company is not obligated to reimburse the officers,
an amount of $3,000 has been charged to expense with a corresponding
credit to additional paid in capital in the accompanying financial
statements for the three months ended November 30, 1999.

<PAGE>25

INDEPENDENT AUDITOR'S REPORT

Board of Directors and Shareholders
Sea Shell Galleries, Inc.

We have audited the balance sheet of Sea Shell Galleries, Inc. as of
August 31, 1999, and the related statements of operations, changes in
stockholders' equity, and cash flows for the period from inception
(March 22, 1999) to August 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above, present
fairly, in all material respects, the financial position of Sea Shell
Galleries, Inc. as of August 31, 1999, and the results of its operations
and cash flows for the period from inception (March 22, 1999) to August
31, 1999, in conformity with generally accepted accounting principles.

James E. Scheifley & Associates, P.C.
Certified Public Accountants

Denver, Colorado
September 8, 1999

<PAGE>26

Sea Shell Galleries, Inc.
(A Development Stage Company)
Balance Sheet
August 31, 1999

ASSETS
Current assets: 1999

Cash $ 6,249
Inventory 150
---------
Total current assets 6,399

Total Assets $ 6,399
=========

STOCKHOLDERS' EQUITY
Current liabilities:
Total current liabilities $ -

Commitments and contingencies (Note 4)

Stockholders' equity:

Preferred stock, $.001 par value,
1,000,000 shares authorized, no shares
issued and outstanding -

Common stock, $.001 par value,
49,000,000 shares authorized, 16,205,000
shares issued and outstanding 16,205
Additional paid in capital 124,345
(Deficit) accumulated during
development stage (134,151)
---------
6,399
---------
Total Liabilities and Stockholders' Equity $ 6,399
=========

See accompanying notes to financial statements.

<PAGE>27

Sea Shell Galleries, Inc.
(A Development Stage Company)
Statement of Operations
For the Period From Inception (March 22, 1999) to August 31, 1999
<TABLE>
<CAPTION>
Period From
Inception To
August 31,
1999
<S> <C>
Operating expenses:
Compensation of officers and directors $ 14,900
Management fees 102,500
Professional fees 16,700
Other expenses 51
----------
134,151
----------
(Loss from operations) and net (loss) $ (134,151)
==========

Per share information:
Basic and diluted (loss) per common share $ (0.01)
===========
Weighted average shares outstanding 15,331,666
===========
</TABLE>

See accompanying notes to financial statements.

<PAGE>28

Sea Shell Galleries, Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For the Period From Inception (March 22, 1999) to August 31, 1999
<TABLE>
<CAPTION>
Deficit
Additional Accumulated
Common Stock Paid-in During Develop-
ACTIVITY Shares Amount Capital ment Stage Total
<S> <C> <C> <C> <C> <C>
Shares issued to officers and directors
at inception at par value 14,900,000 $ 14,900 $ - $ - $14,900

Shares issued for services
July 1999 @$.10 875,000 875 86,625 - 87,500

Shares issued for cash
July 1999 @ $.10 400,000 400 39,600 - 40,000
August 1999 @ $.10 30,000 30 2,970 - 3,000

Less expenses of offering (5,000) - (5,000)

Contribution of property by officer 150 - 150

Net (loss) for the period
ended August 31, 1999 - - - (134,151) (134,151)
---------- ---------- --------- ----------- ----------
Balance, August 31, 1999 16,205,000 $ 16,205 $ 124,345 $ (134,151) $ 6,399
=========== ========== ========= =========== ==========
</TABLE>

See accompanying notes to financial statements.

<PAGE>29

Sea Shell Galleries, Inc.
(A Development Stage Company)
Statement of Cash Flows
For the Period From Inception (March 22, 1999) to August 31, 1999
<TABLE>
<CAPTION>
Period From
Inception To
August 31,
1999
<S> <C>
Net income (loss) $ (134,151)
Adjustments to reconcile net income to net
cash provided by operating activities:
Services provided for common stock 102,400
----------
Total adjustments 102,400
Net cash provided by (used in) ----------
operating activities (31,751)

Cash flows from financing activities:
Common stock sold for cash, net of offeering costs 39,000
---------
Net cash provided by (used in)
financing activities 39,000
---------
Increase (decrease) in cash 7,249
Cash and cash equivalents,
beginning of period -
Cash and cash equivalents,
end of period $ 7,249
=========
</TABLE>

See accompanying notes to financial statements.

<PAGE>30

Non-cash investing and financing activities:
Property contributed by officer $ 150
</TABLE>

See accompanying notes to financial statements.

<PAGE>31

Note 1. Organization and Summary of Significant Accounting Policies.

The Company was incorporated in Nevada on March 22, 1999. The Company's
activities to date have been limited to organization and capital formation.
The Company plans to engage in the retail sale of fine art. The Company
has chosen August 31st as the end of its fiscal year.

Inventory:
Inventory is valued at the lower of cost or market on the specific
identification basis and consists primarily of original artwork held for
retail sale.

Loss per share:
Basic Earnings per Share ("EPS") is computed by dividing net income
available to common stockholders by the weighted average number of
common stock shares outstanding during the year. Diluted EPS is
computed by dividing net income available to common stockholders by
the weighted-average number of common stock shares outstanding during
the year plus potential dilutive instruments such as stock options
and warrants. The effect of stock options on diluted EPS is
determined through the application of the treasury stock method,
whereby proceeds received by the Company based on assumed exercises
are hypothetically used to repurchase the Company's common stock at
the average market price during the period. Loss per share is
unchanged on a diluted basis since the assumed exercise of common stock
equivalents would have an anti-dilutive effect.

Cash:
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with maturity of three months or
less to be cash equivalents.

Estimates:
The preparation of the Company's financial statements requires management
to make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ
from these estimates

Fair value of financial instruments
The Company's short-term financial instruments consist of cash and cash
equivalents and accounts payable. The carrying amounts of these financial
instruments approximate fair value because of their short-term maturities.
Financial instruments that potentially subject the Company to a
concentration of credit risk consist principally of cash. During the year
the Company did not maintain cash deposits at financial institutions in
excess of the $100,000 limit covered by the Federal Deposit Insurance
Corporation. The Company does not hold or issue financial instruments for
trading purposes nor does it hold or issue interest rate or leveraged
derivative financial instruments

Stock-based Compensation
The Company adopted Statement of Financial Accounting Standard No. 123 (FAS
123), Accounting for Stock-Based Compensation beginning with the Company's
first quarter of 1996. Upon adoption of FAS 123, the Company continued to
measure compensation expense for its stock-based employee compensation
plans using the intrinsic value method prescribed by APB No. 25, Accounting
for Stock Issued to Employees. Stock based compensation paid by the
Company during the period ended August 31, 1999 is disclosed in Note 3.

New Accounting Pronouncements
SFAS No. 130, "Reporting Comprehensive Income", establishes guidelines
for all items that are to be recognized under accounting standards as
components of comprehensive income to be reported in the financial
statements. The statement is effective for all periods beginning after
December 15, 1997 and reclassification financial statements for earlier
periods will be required for comparative purposes. To date, the
Company has not engaged in transactions that would result in any
significant difference between its reported net loss and comprehensive
net loss as defined in the statement.

In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1, Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use ("SOP 98-
1"). SOP 98-1 provides authoritative guidance on when internal-use
software costs should be capitalized and when these costs should be
expensed as incurred.

<PAGE>32

Effective in 1998, the Company adopted SOP 98-1, however the Company
has not incurred costs to date that would require evaluation in
accordance with the SOP.

Effective December 31, 1998, the Company adopted SFAS No. 131,
Disclosures about Segments of an Enterprise and Related Information
("SFAS 131"). SFAS 131 superseded SFAS No. 14, Financial Reporting
for Segments of a Business Enterprise. SFAS 131 establishes standards
for the way that public business enterprises report information about
operating segments in annual financial statements and requires that
those enterprises report selected information about operating
segments in interim financial reports. SFAS 131 also establishes
standards for related disclosures about products and services,
geographic areas, and major customers. The adoption of SFAS 131 did
not affect results of operations or financial position. To date, the
Company has not operated in its one planned business activity.

Effective December 31, 1998, the Company adopted the provisions of
SFAS No. 132, Employers' Disclosures about Pensions and Other Post-
retirement Benefits ("SFAS 132"). SFAS 132 supersedes the disclosure
requirements in SFAS No. 87, Employers' Accounting for Pensions, and
SFAS No. 106, Employers' Accounting for Post-retirement Benefits
Other Than Pensions. The overall objective of SFAS 132 is to improve
and standardize disclosures about pensions and other post-retirement
benefits and to make the required information more understandable.
The adoption of SFAS 132 did not affect results of operations or
financial position.

The Company has not initiated benefit plans to date that would
require disclosure under the statement.

In June 1998, the Financial Accounting Standards Board issued SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activities
("SFAS 133"), which is required to be adopted in years beginning
after June 15, 1999. SFAS 133 will require the Company to recognize
all derivatives on the balance sheet at fair value. Derivatives that
are not hedges must be adjusted to fair value through income. If the
derivative is a hedge, depending on the nature of the hedge, changes
in the fair value of derivatives will either be offset against the
change in fair value of hedged assets, liabilities, or firm
commitments through earnings or recognized in other comprehensive
income until the hedged item is recognized in earnings. The
ineffective portion of a derivative's change in fair value will be
immediately recognized in earnings. The Company has not yet
determined what the effect of SFAS 133 will be on earnings and the
financial position of the Company, however it believes that it has
not to date engaged in significant transactions encompassed by the
statement.

During 1998, the American Institute of Certified Public
Accountants issued Statement of Position 98-5 - Reporting on the
Costs of Start-Up Activities. The statement is effective for
fiscal years beginning after December 15, 1998 and requires that
the cost of start-up activities, including organization costs be
expensed as incurred. The Company adopted the statement upon its
inception.

Note 2. Inventory

Inventory August 31, 1999 consists of the four original oil paintings
by various artists whose works to date have not been sold in the art
market. The paintings were contributed to the Company during May 1999
by the Company's president. The paintings were valued at the
President's estimated basis in them. The Company has accounted for
the acquisition of the paintings as a contribution of capital.

Note 3. Stockholders' Equity.

At inception, the Company issued 14,900,000 shares of its restricted
common stock to five individuals who became its directors and/or
officers in exchange for their services in forming the Company. The
shares were valued at $.001 per share ($14,900) which the Company
believes represents the fair value of the services performed by the
officers.

During July 1999, the Company issued an aggregate of 875,000 shares
of its common stock for financial advisory services, and accounting
and management services including office costs provided to the

<PAGE>33

Company by two independent consultants. The fair value of the shares
issued for the services amounted to $.10 per share and such value is
consistent with the cash amount paid by the Company's initial
investors as discussed below. The shares were issued in units as
described below and include all applicable warrants.

During July and August 1999, the Company issued an aggregate of
430,000 shares of its common stock to a limited group of investors
for cash aggregating $43,000 in private sale transactions. The
shares were sold at a price of $.10 per share in a unit offering.
The units consist of two shares Common Stock, one class A warrant
exercisable at $.50 for a period of three years from the close of the
offering, one class B warrant exercisable at $.75 for a period of
three years from the close of the offering, and four class C warrants
exercisable at $4.00 for a period of five years from the close of the
offering. All warrants are callable for $.01 with 30 days notice.

Outstanding warrants as of August 31, 1999 are as follows:

Description Number Exercise Price Term

Class A 1,305,000 $.50 3 years
Class B 1,305,000 $.75 3 years
Class C 2,610,000 $4.00 5 years

Note 4. Commitments and contingencies

The Company neither owns nor leases any real or personal property other
than as described in Note 2. An outside consultant provides office
services and the costs thereof are included in administrative expenses.

The officers and directors of the Company are involved in other business
activities and may become involved in other business activities in the
future. Such business activities may conflict with the activities of
the Company. The Company has not formulated a policy for the resolution
of any such conflicts that may arise.

Note 5. Income Taxes

Deferred income taxes may arise from temporary differences
resulting from income and expense items reported for financial
accounting and tax purposes in different periods. Deferred taxes
are classified as current or non-current, depending on the
classifications of the assets and liabilities to which they relate.
Deferred taxes arising from temporary differences that are not
related to an asset or liability are classified as current or non-
current depending on the periods in which the temporary differences
are expected to reverse. The Company had no significant deferred
tax items arise during any of the periods presented.

The Company has not provided for income taxes during the period
ended August 31, 1999 as a result of an operating loss. The Company
has a net operating loss carryforward at August 31, 1999 of
approximately $134,000. The Company has fully reserved the
deferred tax asset (approximately $45,000) that would arise from
the loss carryforward since the Company cannot predict a level of
operations that would assure the utilization of the loss in future
periods.

Note 6. Statement of Operations Information

The Company paid an aggregate of $102,500 in management fees of which
$87,500 was paid by the issuance of 875,000 shares of common stock with
the balance of $15,000 paid in cash. Significant services provided to
the Company with respect to the management fees are as follows:

Consulting services - corporate formation,
business structure, and strategy for
entry into the public market $80,000

Assistance with selection of and co-ordination
with accountants and attorneys 12,000

Managerial and bookkeeping functions 10,500
-------
$102,500

<PAGE>34

Until , 2000 (90 days after the date of the prospectus), all
persons effecting transactions in the registered securities, whether or
not participating in the offering, may be required to deliver a
prospectus. These persons are still obligated to deliver a prospectus
when they act as underwriters and when they sell their unsold
allotments or subscriptions.

<PAGE>35
PART II
INFORMATION NOT REQUIRED BY PROSPECTUS

Item 24. Indemnification of Officers and Directors.

The By-Laws of Sea Shell provides that a director of the registrant
shall have no personal liability to the Registrant or its stockholders
for monetary damages for breach of a fiduciary duty as a director,
except for liability (a) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (b) for acts and
omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, and (c) pursuant to Nevada law for any
transaction from which the director derived an improper personal
benefit. Registrant's By-Laws exculpates and indemnifies the
directors, officers, employees, and agents of the registrant from and
against liabilities. Further the By-Laws also provides that the
Registrant shall indemnify to the full extent permitted under Nevada
law any director, officer employee or agent of Registrant who has
served as a director, officer, employee or agent or the Registrant or,
at the Registrant's request, has served as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise.

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

Item 25. Other Expenses of Issuance and Distribution.

Other expenses in connection with this offering which will be paid by
Sea Shell are estimated to be substantially as follows:
<TABLE>
Amount
Payable
Item By Company
<S> <C>
S.E.C. Registration Fees $3,600.82
Printing and Engraving Fees 7,500.00
Legal Fees 20,000.00
Accounting Fees and Expenses 5,000.00
Miscellaneous 2,500.00

Total $38,600.82
</TABLE>

The selling security holders will not pay any expenses in connection
with the offering.

Item 26. Recent Sales of Unregistered Securities.

At inception, Sea Shell issued 14,900,000 shares of it's restricted
common stock to five individuals who became its directors and/or
officers in exchange for their services in forming Sea Shell. The
shares were valued at par value.

Samantha Moody 3,000,000
Phillip M. Fox 3,000,000
John Wong 3,000,000
Mitsuo Tatsugawa 3,000,000
Christopher Miles 2,900,000

These issuances were made to sophisticated individuals pursuant to an
exemption from registration under Sec. 4(2) of the Securities Act of
1933.

During July 1999, Sea Shell issued an aggregate of 875,000 shares
of its common stock for financial advisory services, and accounting
and management services including office costs provided to the
Company by two independent consultants (Timothy Miles 775,000 common
shares and Joel Shine 100,000 common shares). The fair value of the
shares issued for the services amounted to $.10 per share and such
value is consistent with the cash amount paid by Sea Shell's initial
investors. The shares were issued in units as described below and
include all applicable warrants.

During July and August 1999, Sea Shell issued an aggregate of
430,000 shares of its common stock to a limited group of investors
for cash aggregating $43,000 in private sale transactions. The
shares were sold at a price of $.10 per share in a unit offering.

<PAGE>36

The units consist of two shares common stock, one class A warrant
exercisable at $.50 for a period of three years from the close of the
offering, one class B warrant exercisable at $.75 for a period of
three years from the close of the offering, and four class C warrants
exercisable at $4.00 for a period of five years from the close of the
offering. All warrants are callable for $.01 with 30 days notice.

Name Units

Kevin Tatsugawa 5,000
Lorie Tatsugawa-Spac 5,000
John Wong 5,000
Patrick Gundlach 5,000
Tom Geise 5,000
J. Geise 5,000
Ramond Uno 5,000
Margie Seymour 5,000
Robert Hinchey 5,000
Paul Spiegler 5,000
Erich Schmid 5,000
Phillip M. Fox 5,000
Gary R. See 5,000
Jody Walker 5,000
Joseph Petrucelli 5,000
Tamie Acieves 5,000 %
Desert Au, Inc. 5,000 .
James Yanai 5,000 .
Fred Quadros 5,000
Larry Slayton 5,000
John Ballard 5,000
John Poli 5,000
Judith Poli 5,000
Elizabeth Gheen 5,000
Joseph Fernando 5,000
Timothy Kasden 5,000
Dean Cummings 5,000
Mary Ann Lang 5,000
James Potter 10,000
Beryl Salerno 5,000
Kazu Fujita 5,000
Dale Benson 5,000
Dennis Knepp 5,000
William R. Shine 5,000
Robert Ichikawa 5,000
Gary Kihs 5,000 .
Robert Watson 5,000
Scott Cohen 5,000
Thomas Bass 5,000
Kevin Robinson 5,000
Subrina Hamasaki 5,000
Mitsuo Tasugawa 5,000

These sales were made pursuant to an exemption from registration
pursuant to Section 505 of Regulation D. All sales were made to all
accredited investors. No general solicitation was utilized. The
offering was approved and/or exempted by the required states and the
appropriate Form D was filed with the Securities and Exchange
Commission.

Item 27. Exhibit Index.
<TABLE>
<S> <C>
(1) Not Applicable
(2) Not Applicable
(3) Articles of Incorporation dated March 1999
(3.1) Bylaws
(4) Specimen certificate for common stock
(5) Consent and Opinion of Jody M. Walker regarding
legality of securities registered under this
Registration Statement and to the
references to such attorney in the prospectus filed
as part of this Registration Statement
(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10) Not Applicable

<PAGE>37

(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Not Applicable
(18) Not Applicable
(19) Not Applicable
(20) Not Applicable
(21) Not Applicable
(22) Not Applicable
(23) Not Applicable
(24) Consent of James E. Scheifley & Associates, P.C.
(25) Not Applicable
(26) Not Applicable
(27) Financial Data Schedule
(28) Not Applicable
</TABLE>

Item 28. Undertaking.

The undersigned registrant hereby undertakes:

(a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that
which was registered) and any deviation form the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, , the changes in ovlume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and

(iii) To include any additional or changed material information on the
plan of distribution.

(2) That, for the purpose of determining any liability under the
Securities Act, we shall treat each such post-effective amendment as a
new registration statement of the securities offered, and the offering
of the securities at that time shall be deemed to be the initial bona
fide offering.

(3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.

(b) to supplement the prospectus, after the end of the subscription
period, to include the results of the subscription offer, the
transactions by the underwriters during the subscription period, the
amount of unsubscribed securities that the underwriters will purchase
and the terms of any later reoffering. If the underwriters make any
public offering of the securities on terms different from those on the
cover page of the prospecuts, we shall file a post-effective amendment
to state the terms of such offering.

(d) to provide to the underwriter at the closing specified in the
underwriting agreement certificates in such denominations and
registered in such names as required by the underwriter to premit
prompt delivery to each purchaser.

(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the
foregoing provisions, or otherwise, the small business issuer has been

<PAGE>38

advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements of filing on Form SB-2 and authorized
this registration statement to be signed on its behalf by the
undersigned, in the City of San Jose, State of California on the 21st
day of March, 2000.

Sea Shell Galleries, Inc.

/s/John Wong
---------------------------
By: John Wong, President

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the
capacities and on the dates stated.

<TABLE>

Signature Capacity Date
<S> <C> <C>

/s/John Wong, Principal Executive Officer March 21, 2000
- --------------- Principal Financial Officer, Controller
John Wong

/s/ Samantha Moody Director March 21, 2000
- -------------------
Samantha Moody

/s/Phillip M. Fox Director March 21, 2000
- ---------------------
Phillip M. Fox

/s/Mitsuo Tatsugawa Director March 21, 2000
- --------------------
Mitsuo Tatsugawa

</TABLE>

<PAGE>39
Jody M. Walker
7841 South Garfield Way
Littleton, Colorado 80122
Telephone (303) 850-7637
Facsimile (303) 220-9902

March 21, 2000

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Dear Sirs:
Re: OPINION RE: LEGALITY AND CONSENT OF COUNSEL TO USE OF NAME IN
THE REGISTRATION STATEMENT ON FORM SB-2 OF SEA SHELL GALLERIES, INC.

I am securities counsel for the above mentioned Company and I have
prepared the registration statement on Form SB-2 and any amendments. I
hereby consent to the inclusion and reference of my name and to a
discussion of the opinion in the prospectus and the reproduction of the
opinion in an exhibit in the Registration Statement on Form SB-2 and
any amendments for Sea Shell Galleries, Inc.

It is my opinion that the securities of Sea Shell Galleries, Inc. and
those which are registered with the Securities and Exchange Commission
pursuant to Form SB-2 Registration Statement of Sea Shell Galleries,
Inc. have been legally issued and will be, when sold, legally issued,
fully paid and non-assessable.

Yours very truly,

/s/Jody M. Walker
---------------------
Jody M. Walker

<PAGE>40

INDEPENDENT AUDITOR'S CONSENT

We do hereby consent to the use of our report dated September 8, 1999
on the financial statements of Sea Shell Galleries, Inc. included in
and made part of the registration statement of Sea Shell Galleries,
Inc. dated March 21, 2000.

March 21, 2000

/s/ James E. Scheifley & Associates, PC
Certified Public Accountant

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-2000
<PERIOD-END> NOV-30-1999
<CASH> 3,127
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 150
<CURRENT-ASSETS> 3,277
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,277
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 16,215
0
0
<OTHER-SE> (12,938)
<TOTAL-LIABILITY-AND-EQUITY> 3,277
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,277
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (7,122)
<INCOME-TAX> 0
<INCOME-CONTINUING> (7,122)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,122)
<EPS-BASIC> .01
<EPS-DILUTED> .01

</TABLE>