CAPTAINS MANAGEMENT CORPORATION, INC.
(Exact name of registrant as specified in its charter)
Nevada						880448017
(State of organization)	(I.R.S. Employer Identification No.)
5300 West Sahara, Suite 101, Las Vegas, NV  89102
(Address of principal executive offices)
Registrant's telephone number, including area code (702) 873-3488
Registrant's Attorney:  Shawn Hackman, Esq., 3360 W. Sahara Ave., Suite 200,
Las Vegas, NV 89102,
(702) 732-2253
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

ITEM 1.	DESCRIPTION OF BUSINESS
Background
Captains Management Corporation, Inc. (the "Company") is a Nevada corporation
formed on June 13th, 1996. Its principal place of business is located at 5300
W. Sahara Ave., Suite 101, Las Vegas, NV 89146. The Company was organized to
engage in any lawful corporate business, including but not limited to,
participating in mergers with and acquisitions of other companies.

The Company has been in the developmental stage since inception and has
no operating history other than organizational matters.
The Company was organized June 13th, 1996, under the laws of the State of
Nevada, as Captains Management Corporation, Inc. The company has no
operations and in accordance with SFAS #7, is considered a development stage
company.
The Company was incorporated by Cort W. Christie. He no longer holds any
position with the Company and holds none of the Company's stock. On Sept. 24,
1996, 5,000 shares were issued to 24 shareholders. On Nov. 1, 1999, there was a
200-1 stock split. There are currently 24 shareholders.

The primary activity of the Company currently involves seeking a company or
companies that it can acquire or with whom it can merge. The Company has not
selected any company as an acquisition target or merger partner
and does not intend to limit potential candidates to any particular field or
industry, but does retain the right to limit candidates, if it so chooses, to
 a particular field or industry. The Company's plans are in the conceptual
stage only.
The Board of Directors has elected to begin implementing the Company's
principal business purpose, described below under "Item 2, Plan of Operation"
 . As such, the Company can be defined as a "shell" company, whose
sole purpose at this time is to locate and consummate a merger or acquisition
 with a private entity. The proposed business activities described herein
classify the Company as a "blank check" company. Many states have enacted
statutes, rules, and regulations limiting the sale of securities of "blank
check" companies in their respective jurisdictions. Management does not
intend to undertake any efforts to cause a market to develop
in the Company's securities until such time as the Company has successfully
implemented its business plan. The Company is filing this registration
statement on a voluntary basis, pursuant to section 12(g) of the
Securities Exchange Act of 1934 (the "Exchange Act"), in order to ensure that
 public information is readily accessible to all shareholders and potential
investors, and to increase the Company's access to financial
markets. In the event the Company's obligation to file periodic reports is
suspended pursuant to the Exchange
Act, the Company anticipates that it will continue to voluntarily file such
reports.

Risk Factors
The Company's business is subject to numerous risk factors, including the
following:

NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. The Company has had no
operating history and has received no revenues or earnings from operations.
The Company has no significant assets or financial resources. The Company
will, in all likelihood, sustain operating expenses without corresponding
revenues, at least until it completes a business combination. This may result
in the Company incurring a net operating loss which will increase
continuously until the Company completes a business combination with a
profitable business opportunity. There is no assurance that the Company will
identify a business opportunity or complete a business combination.

SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS. The success of the
Company's proposed plan of operation will depend to a great extent on the
operations, financial condition, and management of the identified business
opportunity. While management intends to seek business combinations with
entities having established operating histories, it cannot assure that the
Company will successfully locate candidates meeting such criteria. In the
event the Company completes a business combination, the success of the
Company's operations may be dependent upon management of the successor firm
or venture partner firm together with numerous other factors beyond the
Company's control.

SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS. The
Company is, and will continue to be, an insignificant participant in the
business of seeking mergers and joint ventures with, and acquisitions of
small private entities. A large number of established and well-financed
entities, including venture capital firms, are active in mergers and
acquisitions of companies which may also be desirable target candidates for
the Company. Nearly all such entities have significantly greater financial
resources, technical expertise, and managerial capabilities than the Company.
The Company is, consequently, at a competitive disadvantage in identifying
possible business opportunities and successfully completing a business
combination. Moreover, the Company will also compete with numerous other
small public companies in seeking merger or acquisition candidates.

NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION - NO STANDARDS
FOR BUSINESS COMBINATION. The Company has no arrangement, agreement, or
understanding with respect to engaging in a business combination with any
private entity. There can be no assurance the Company will successfully
identify and evaluate suitable business opportunities or conclude a business
combination. Management has not identified any particular industry or
specific business within an industry for evaluations. The Company has been in
the developmental stage since inception and has no operations to date. Other
than issuing shares to its original shareholders, the Company never commenced
any operational activities. There is no assurance the Company will be able to
negotiate a business combination on terms favorable to the Company.
The Company has not established a specific length of operating history or a
specified level of earnings, assets, net worth or other criteria which it
will require a target business opportunity to have achieved, and without
which the Company would not consider a business combination in any form with
such business opportunity. Accordingly, the Company may enter into a business
combination with a business opportunity having no significant operating
history, losses, limited or no potential for earnings, limited assets,
negative net worth, or other negative characteristics.

CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY. While seeking a
business combination, management anticipates devoting up to twenty hours per
month to the business of the Company. The Company's officers have not entered
into written employment agreements with the Company and are not
expected to do so in the foreseeable future. The Company has not obtained key
man life insurance on its officers or directors. Notwithstanding the combined
limited experience and time commitment of management, loss of the services of
any of these individuals would adversely affect development of the Company's
business and its likelihood of continuing operations. See "MANAGEMENT."

CONFLICTS OF INTEREST - GENERAL. The Company's officers and directors
participate in other business ventures which compete directly with the
Company. Additional conflicts of interest and non "arms-length"
transactions may also arise in the event the Company's officers or directors
are involved in the management of any firm with which the Company transacts
business. The Company's Board of Directors has adopted a
resolution which prohibits the Company from completing a combination with any
entity in which management serve as officers, directors or partners, or in
which they or their family members own or hold any ownership
interest. Management is not aware of any circumstances under which this
policy could be changed while current management is in control of the Company
 . See "ITEM 5. DIRECTORS, EXECUTIVE OFFICERS,

PROMOTERS AND CONTROL PERSONS - CONFLICTS OF INTEREST."
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION. Companies subject to
Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act") must
provide certain information about significant acquisitions, including
certified financial statements for the company acquired, covering one or two
years, depending on the relative size of the acquisition. The time and
additional costs that may be incurred by some target entities to prepare such
statements may significantly delay or even preclude the Company from
completing an otherwise desirable acquisition. Acquisition prospects that do
not have or are unable to obtain the required audited statements may not be
appropriate for acquisition so long as the reporting requirements of the 1934
Act are applicable.

LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The Company has not
conducted or received results of market research indicating that market
demand exists for the transactions contemplated by the Company. Moreover, the
Company does not have, and does not plan to establish, a marketing
organization. If there is demand for a business combination as contemplated
by the Company, there is no assurance the Company will successfully complete
such transaction.

LACK OF DIVERSIFICATION. In all likelihood, the Company's proposed
operations, even if successful, will result in a business combination with
only one entity. Consequently, the resulting activities will be limited to
that entity's business. The Company's inability to diversify its activities
into a number of areas may subject the Company to economic fluctuations
within a particular business or industry, thereby increasing the risks
associated with the Company's operations.

REGULATION. Although the Company will be subject to regulation under the
Securities Exchange Act of 1934, management believes the Company will not be
subject to regulation under the Investment Company Act
of 1940, insofar as the Company will not be engaged in the business of
investing or trading in securities. In the event the Company engages in
business combinations which result in the Company holding passive investment
interests in a number of entities, the Company could be subject to regulation
under the Investment Company Act of 1940. In such event, the Company would be
required to register as an investment company and could be expected to incur
significant registration and compliance costs. The Company has obtained no
formal determination from the Securities and Exchange Commission as to the
status of the Company under the Investment Company Act of 1940 and,
consequently, any violation of such Act would subject the Company to
material adverse consequences.

PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination involving the
issuance of the Company's common stock will, in all likelihood, result in
shareholders of a private company obtaining a controlling interest in the
Company. Any such business combination may require management of the Company
to sell or transfer all or a portion of the Company's common stock held by
them, or resign as members of the Board of Directors of the Company. The
resulting change in control of the Company could result in removal of one or
more present officers and directors of the Company and a corresponding
reduction in or elimination of their participation in the future affairs of
the Company.

REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION. The
Company's primary plan of operation is based upon a business combination with a
private concern which, in all likelihood, would result in the Company issuing
securities to shareholders of such private company. Issuing
previously authorized and unissued common stock of the Company will reduce
the percentage of shares owned by present and prospective shareholders, and a
change in the Company's control and/or management.

DISADVANTAGES OF BLANK CHECK OFFERING. The Company may enter into a business
combination with an entity that desires to establish a public trading market
for its shares. A target company may attempt to avoid what it deems to be
adverse consequences of undertaking its own public offering by seeking a
business combination with the Company. The perceived adverse consequences may
include, but are not limited to, time delays of the registration process,
significant expenses to be incurred in such an offering, loss of voting control
to public shareholders, and the inability or unwillingness to comply with
various federal and state securities laws enacted for the protection of
investors. These securities laws primarily relate to registering securities and
full disclosure of the Company's business, management, and financial statements.

TAXATION. Federal and state tax consequences will, in all likelihood, be
major considerations in any business combination the Company may undertake.
Typically, these transactions may be structured to result in tax-free
treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so as
to minimize the federal and state tax consequences to both the
Company and the target entity. Management cannot assure that a business
combination will meet the statutory requirements for a tax-free
reorganization, or that the parties will obtain the intended tax-free
treatment upon a transfer of stock or assets. A non-qualifying reorganization
could result in the imposition of both federal and state taxes, which may
have an adverse effect on both parties to the transaction.

REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY BUSINESS
OPPORTUNITIES. Management believes that any potential target company must
provide audited financial statements for review, and for the protection of
all parties to the business combination. One or more attractive business
opportunities may forego a business combination with the Company, rather than
incur the expenses associated with preparing audited financial statements.

BLUE SKY CONSIDERATIONS. Because the securities registered hereunder have not
been registered for resale under the blue sky laws of any state, and the
Company has no current plans to register or qualify its shares in any state,
holders of these shares and persons who desire to purchase them in any
trading market that might develop in the future, should be aware that there
may be significant state blue sky restrictions upon the ability of new
investors to purchase the securities. These restrictions could reduce the
size of any potential market. As a result of recent changes in federal law,
non-issuer trading or resale of the Company's securities is
exempt from state registration or qualification requirements in most states.
However, some states may continue to restrict the trading or resale of
blind-pool or "blank-check" securities. Accordingly, investors should consider
any potential secondary market for the Company's securities to be a limited one.

ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This statement includes projections of future results and "forward-looking
statements" as that term is defined in Section 27A of the Securities Act of
1933 as amended (the "Securities Act"), and Section 21E of the Securities
Exchange Act of 1934 as amended (the "Exchange Act"). All statements that are
included in this Registration Statement, other than statements of historical
fact, are forward-looking statements. Although Management believes that the
expectations reflected in these forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ materially from
the expectations are disclosed in this Statement, including, without
limitation, in conjunction with those forward-looking statements contained in
this Statement.

Plan of Operation - General
The Company's plan is to seek, investigate, and if such investigation
warrants, acquire an interest in one or more business opportunities presented
to it by persons or firms desiring the perceived advantages of a publicly
held corporation. At this time, the Company has no plan, proposal, agreement,
understanding, or arrangement to acquire or merge with any specific business
or company, and the Company has not identified any specific
business or company for investigation and evaluation. No member of Management
or any promoter of the Company, or an affiliate of either, has had any
material discussions with any other company with respect to any
acquisition of that company. The Company will not restrict its search to any
specific business, industry, or geographical location, and may participate in
business ventures of virtually any kind or nature. Discussion of
the proposed business under this caption and throughout this Registration
Statement is purposefully general and is not meant to restrict the Company's
virtually unlimited discretion to search for and enter into a business
combination.
The Company may seek a combination with a firm which only recently commenced
operations, or a developing company in need of additional funds to expand
into new products or markets or seeking to develop a new
product or service, or an established business which may be experiencing
financial or operating difficulties and needs additional capital which is
perceived to be easier to raise by a public company. In some instances, a
business opportunity may involve acquiring or merging with a corporation
which does not need substantial additional cash but which desires to
establish a public trading market for its common stock. The Company may
purchase assets and establish wholly-owned subsidiaries in various businesses
or purchase existing businesses as subsidiaries.
Selecting a business opportunity will be complex and extremely risky. Because
of general economic conditions, rapid technological advances being made in
some industries, and shortages of available capital, management
believes that there are numerous firms seeking the benefits of a
publicly-traded corporation. Such perceived benefits of a publicly traded
corporation may include facilitating or improving the terms on which additional
equity financing may be sought, providing liquidity for the principals of a
business, creating a means for providing incentive stock options or similar
benefits to key employees, providing liquidity (subject to
restrictions of applicable statues) for all shareholders, and other items.
Potentially available business opportunities may occur in many different
industries and at various stages of development, all of which will
make the task of comparative investigation and analysis of such business
opportunities extremely difficult and
complex.
Management believes that the Company may be able to benefit from the use of
"leverage" to acquire a target company. Leveraging a transaction involves
acquiring a business while incurring significant indebtedness for a
large percentage of the purchase price of that business. Through leveraged
transactions, the Company would be required to use less of its available
funds to acquire a target company and, therefore, could commit those funds
to the operations of the business, to combinations with other target
companies, or to other activities. The borrowing involved in a leveraged
transaction will ordinarily be secured by the assets of the acquired business.
If that business is not able to generate sufficient revenues to make payments
on the debt incurred by the Company to acquire that business, the lender
would be able to exercise the remedies provided by law or by contract. These
leveraging techniques, while reducing the amount of funds that the Company
must commit to acquire a business, may correspondingly increase the risk of
loss to the Company. No assurance can be given as to the terms or
availability of financing for any acquisition by the Company. During periods
when interest rates are relatively high, the benefits of leveraging are not
as great as during periods of lower interest rates, because the investment in
the business held on a leveraged basis will only be profitable if it
generates sufficient revenues to cover the related debt and other costs of
the financing. Lenders from which the Company may obtain funds
for purposes of a leveraged buy-out may impose restrictions on the future
borrowing, distribution, and operating policies of the Company. It is not
possible at this time to predict the restrictions, if any, which lenders may
impose, or the impact thereof on the Company.
The Company has insufficient capital with which to provide the owners of
businesses significant cash or other assets. Management believes the Company
will offer owners of businesses the opportunity to acquire a controlling
ownership interest in a public company at substantially less cost than is
required to conduct an initial public offering. The owners of the businesses
will, however, incur significant post-merger or acquisition
registration costs in the event they wish to register a portion of their
shares for subsequent sale. The Company will also incur significant legal and
accounting costs in connection with the acquisition of a business
opportunity, including the costs of preparing post-effective amendments,
Forms 8-K, agreements, and related reports and documents. Nevertheless, the
officers and directors of the Company have not conducted market
research and are not aware of statistical data which would support the
perceived benefits of a merger or acquisition transaction for the owners of a
businesses. The Company does not intend to make any loans to any
prospective merger or acquisition candidates or to unaffiliated third parties.
The Company will not restrict its search for any specific kind of firms, but
may acquire a venture which is in its preliminary or development stage, which
is already in operation, or in essentially any stage of its corporate life.
It is impossible to predict at this time the status of any business in which
the Company may become engaged, in that such business may need to seek
additional capital, may desire to have its shares publicly traded, or may
seek other perceived advantages which the Company may offer. However, the
Company does not intend to obtain funds in one or more private placements to
finance the operation of any acquired business opportunity
until such time as the Company has successfully consummated such a merger or
acquisition. The Company also has no plans to conduct any offerings under
Regulation S.

Sources of Opportunities
The Company will seek a potential business opportunity from all known sources
, but will rely principally on personal contacts of its officers and
directors as well as indirect associations between them and other business
and professional people. It is not presently anticipated that the Company
will engage professional firms specializing in business acquisitions or
reorganizations.Management, while not especially experienced in matters
relating to the new business of the Company, will rely
upon their own efforts and, to a much lesser extent, the efforts of the
Company's shareholders, in accomplishing the business purposes of the
Company. It is not anticipated that any outside consultants or advisors,
other than the Company's legal counsel and accountants, will be utilized by
the Company to effectuate its business purposes described herein. However, if
the Company does retain such an outside consultant or advisor, any cash
fee earned by such party will need to be paid by the prospective
merger/acquisition candidate, as the Company has no cash assets with which to
pay such obligation. There have been no discussions, understandings, contracts
or agreements with any outside consultants and none are anticipated in the
future. In the past, the Company's management has never used outside
consultants or advisors in connection with a merger or acquisition.
As is customary in the industry, the Company may pay a finder's fee for
locating an acquisition prospect. If any such fee is paid, it will be
approved by the Company's Board of Directors and will be in accordance with the
industry standards. Such fees are customarily between 1% and 5% of the size
of the transaction, based upon a sliding scale of the amount involved. Such
fees are typically in the range of 5% on a $1,000,000 transaction
ratably down to 1% in a $4,000,000 transaction. Management has adopted a
policy that such a finder's fee or real estate brokerage fee could, in
certain circumstances, be paid to any employee, officer, director or 5%
shareholder of the Company, if such person plays a material role in bringing
a transaction to the Company.The Company will not have sufficient funds to
undertake any significant development, marketing, and
manufacturing of any products which may be acquired. Accordingly, if it
acquires the rights to a product, rather than entering into a merger or
acquisition, it most likely would need to seek debt or equity financing or
obtain funding from third parties, in exchange for which the Company would
probably be required to give up a substantial portion of its interest in any
acquired product. There is no assurance that the Company will be able
either to obtain additional financing or to interest third parties in
providing funding for the further development, marketing and manufacturing of
any products acquired.

Evaluation of Opportunities
The analysis of new business opportunities will be undertaken by or under the
supervision of the officers and directors of the Company (see "Management").
Management intends to concentrate on identifying prospective
business opportunities which may be brought to its attention through present
associations with management. In analyzing prospective business
opportunities, management will consider, among other factors, such matters as;
1. the available technical, financial and managerial resources
2. working capital and other financial requirements
3. history of operation, if any
4. prospects for the future
5. present and expected competition
6. the quality and experience of management services which may be available
and the depth of that management
7. the potential for further research, development or exploration
8. specific risk factors not now foreseeable but which then may be
anticipated to impact the proposed activities of the Company
9. the potential for growth or expansion
10. the potential for profit
11. the perceived public recognition or acceptance of products, services or
trades
12. name identification

Management will meet personally with management and key personnel of the firm
sponsoring the business opportunity as part of their investigation. To the
extent possible, the Company intends to utilize written reports
and personal investigation to evaluate the above factors. The Company will
not acquire or merge with any
company for which audited financial statements cannot be obtained.
Opportunities in which the Company participates will present certain risks,
many of which cannot be identified adequately prior to selecting a specific
opportunity. The Company's shareholders must, therefore, depend on
Management to identify and evaluate such risks. Promoters of some
opportunities may have been unable to develop a going concern or may present
a business in its development stage (in that it has not generated
significant revenues from its principal business activities prior to the
Company's participation.) Even after the Company's participation, there is a
risk that the combined enterprise may not become a going concern or
advance beyond the development stage. Other opportunities may involve new and
untested products, processes, or market strategies which may not succeed.
Such risks will be assumed by the Company and, therefore, its
shareholders.
The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and
other instruments will require substantial management time and
attention as well as substantial costs for accountants, attorneys, and
others. If a decision is made not to
participate in a specific business opportunity the costs incurred in the
related investigation would not be recoverable. Furthermore, even if an
agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the
loss by the Company of the related costs incurred.
There is the additional risk that the Company will not find a suitable
target. Management does not believe the Company will generate revenue without
finding and completing a transaction with a suitable target company. If
no such target is found, therefore, no return on an investment in the Company
will be realized, and there will not, most likely, be a market for the
Company's stock.

Acquisition of Opportunities
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger,
consolidation, reorganization, joint venture, franchise, or licensing
agreement with another corporation or entity. It may also purchase stock or
assets of an existing business. Once a transaction is complete, it is possible
that the present management and shareholders of the Company will not be in
control of the Company. In addition, a majority or all of the Company's
officers and directors may, as part of the terms of the transaction,
resign and be replaced by new officers and directors without a vote of the
Company's shareholders.
It is anticipated that securities issued in any such reorganization would be
issued in reliance on exemptions from registration under applicable Federal
and state securities laws. In some circumstances, however, as a negotiated
element of this transaction, the Company may agree to register such
securities either at the time the transaction
is consummated, under certain conditions, or at specified time thereafter.
The issuance of substantial additional securities and their potential sale
into any trading market which may develop in the Company's Common Stock
may have a depressive effect on such market.
While the actual terms of a transaction to which the Company may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event
and thereby structure the acquisition in a so called "tax free"
reorganization under Sections 368(a)(1) or 351 of
the Internal Revenue Code of 1986, as amended (the "Code"). In order to
obtain tax free treatment under the Code, it may be necessary for the owners
of the acquired business to own 80% or more of the voting stock of
the surviving entity. In such event, the shareholders of the Company,
including investors in this offering, would retain less than 20% of the
issued and outstanding shares of the surviving entity, which could result in
significant dilution in the equity of such shareholders.
As part of the Company's investigation, officers and directors of the Company
will meet personally with management and key personnel, may visit and inspect
material facilities, obtain independent analysis or
verification of certain information provided, check references of management
and key personnel, and take other reasonable investigative measures, to the
extent of the Company's limited financial resources and management
expertise.
The manner in which the Company participates in an opportunity with a target
company will depend on the nature of the opportunity, the respective needs
and desires of the Company and other parties, the management
of the opportunity, and the relative negotiating strength of the Company and
such other management.
With respect to any mergers or acquisitions, negotiations with target company
management will be expected to focus on the percentage of the Company which
the target company's shareholders would acquire in exchange
for their shareholdings in the target company. Depending upon, among other
things, the target company's assets and liabilities, the Company's
shareholders will, in all likelihood, hold a lesser percentage ownership
interest in the Company following any merger or acquisition. The percentage
ownership may be subject to significant 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
dilutive effect on the percentage of shares held by the Company's then
shareholders, including purchasers in this offering.
Management has advanced, and will continue to advance, funds which shall be
used by the Company in identifying and pursuing agreements with target
companies. Management anticipates that these funds will be
repaid from the proceeds of any agreement with the target company, and that
any such agreement may, in fact, be contingent upon the repayment of those
funds.

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

Year 2000 Compliance
The Company is aware of the issues associated with the programming code in
existing computer systems as the year 2000 approaches. The Company has
assessed these issues as they relate to the Company, and since the
Company currently has no operating business and does not use any computers,
and since it has no customers, suppliers or other constituents, it does not
believe that there are any material year 2000 issues to disclose in this
Form 10-SB.

Regulation and Taxation
The Investment Company Act of 1940 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 securities. While the Company
does not intend to engage in such activities, the Company may obtain and hold
a minority interest in a number of development stage enterprises. The Company
could be expected to incur significant registration and
compliance costs if required to register under the Investment Company Act of
1940. Accordingly, management will continue to review the Company's
activities from time to time with a view toward reducing the likelihood
the Company could be classified as an "investment company".
The Company intends to structure a merger or acquisition in such manner as to
minimize Federal and state tax consequences to the Company and to any target
company.

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

ITEM 3.	DESCRIPTION OF PROPERTY.
The Company neither owns nor leases any real property at this time.
Paul Salas provides office services for Captains Management Sark, Inc.

ITEM 4.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth each person known to the Company, as of
December 31, 1999, to be a beneficial owner of five percent (5%) or more of
the Company's common stock, by the Company's directors individually,
and by all of the Company's directors and executive officers as a group.
Except as noted, each person has sole voting and investment power with
respect to the shares shown.

Title        Name                   Shares                Percentage of
of Class     of Owner               Beneficially          Ownership
                                    Owned

Common      Paul Salas              200,000               4%
Common      Edward Figueroa, Jr.    200,000               4%
Common      Natibe Latouf           200,000               4%

ITEM 5.	DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
The members of the Board of Directors of the Company serve until the next
annual meeting of the stockholders, or until their successors have been
elected. The officers serve at the pleasure of the Board of Directors.
There are no agreements for any officer or director to resign at the request
of any other person, and none of the officers or directors named below are
acting on behalf of, or at the direction of, any other person.
The Company's officers and directors will devote their time to the business
on an "as-needed" basis, which is expected to require 5-10 hours per month.
Information as to the directors and executive officers of the Company is as
follows:
Name                          Age                   Position
Paul Salas                    47                    President
Edward Figueroa, Jr.          28                    Secretary/Treasurer

Paul Salas; President.
    Paul Salas, age 47, is the owner of Big City Graph-X.  Mr. Salas's
company engages in the business of graphic design, printing, and silk
screening.  Previously, Mr. Salas worked for the New York Mercantile
Exchange from July 1989 to June 1992. Mr. Salas was also a sales
representative for Sunglasses Hut from June 1992 to March 1995.


Edward Figueroa; Secretary/Treasurer
    Edward Figueroa, Jr. age 28, is the owner of Trillenium Graphic-X.  Mr.
Figueroa's company engages in the business of graphic design and vinyl
cutting.  Previously, he worked for Columbia Printing as a silkscreening,
printing, and vinyl technician from 1983 to 1988.  He worked at 4 Star Signs
from 1988 to 1990 as a manger of a vinyl cutting, printing, and awnings
manager. He was a vinyl cutting technician/manger for Glow Signs from
1990 to 1993.  He was a vinyl cutting technician for Rockway Graph-X from
1993 to 1995. Mr. Figueroa was also a silkscreening technician from March
1995 to January 1999.

Blank Check Experience
None.

There is no family relationship between any of the officers and directors of
the Company. The Company's Board of Directors has not established any
committees.

Conflicts of Interest
Insofar as the officers and directors are engaged in other business
activities, management anticipates it will devote only a minor amount of time
to the Company's affairs. The officers and directors of the Company may
in the future become shareholders, officers or directors of other companies
which may be formed for the purpose of engaging in business activities
similar to those conducted by the Company. The Company does not
currently have a right of first refusal pertaining to opportunities that come
to management's attention insofar as such opportunities may relate to the
Company's proposed business operations.
The officers and directors are, so long as they are officers or directors of
the Company, subject to the restriction that all opportunities contemplated
by the Company's plan of operation which come to their attention, either in
the performance of their duties or in any other manner, will be considered
opportunities of, and be made available to the Company and the companies that
they are affiliated with on an equal basis. A breach of this requirement will
be a breach of the fiduciary duties of the officer or director. Subject to
the next paragraph, if a situation arises in which more than one company
desires to merge with or acquire that target company and the principals of
the proposed target company have no preference as to which company will merge
or acquire such target company, the company of which the President first
became an officer and director will be entitled to proceed with the
transaction. Except as set forth above, the Company has not adopted any other
conflict of interest policy with respect to such transactions.

Investment Company Act of 1940
Although the Company will be subject to regulation under the Securities Act
of 1933 and the Securities Exchange Act of 1934, management believes the
Company will not be subject to regulation under the Investment Company Act of
1940 insofar as the Company will not be engaged in the business of investing or
trading in securities. In the event the Company engages in business
combinations which result in the Company holding passive investment interests
in a number of entities, the Company could be subject to regulation under
the Investment Company Act of 1940. In such event, the Company would be
required to register as an investment company and could be expected to incur
significant registration and compliance costs. The Company has obtained no
formal determination from the Securities and Exchange Commission as to the
status of the Company under the Investment Company Act of 1940 and,
consequently, any violation of such Act would subject the Company to material
adverse consequences.

ITEM 6.	EXECUTIVE COMPENSATION
None of the Company's officers and/or directors receive any compensation for
their respective services rendered to the Company, nor have they received
such compensation in the past. They both have agreed to act
without compensation until authorized by the Board of Directors, which is not
expected to occur until the Registrant has generated revenues from operations
after consummation of a merger or acquisition. As of the date of this
registration statement, the Company has no funds available to pay directors.
Further, none of the directors are accruing any compensation pursuant to any
agreement with the Company.It is possible that, after the Company
successfully consummates a merger or acquisition with an unaffiliated
entity, that entity may desire to employ or retain one or more members of the
Company's management for the purposes of providing services to the surviving
entity, or otherwise provide other compensation to such persons.
However, the Company has adopted a policy whereby the offer of any
post-transaction remuneration to members of management will not be a
consideration in the Company's decision to undertake any proposed
transaction. Each member of management has agreed to disclose to the
Company's Board of Directors any discussions concerning possible compensation
to be paid to them by any entity which proposes to undertake a
transaction with the Company and further, to abstain from voting on such
transaction. Therefore, as a practical
matter, if each member of the Company's Board of Directors is offered
compensation in any form from any prospective merger or acquisition
candidate, the proposed transaction will not be approved by the Company's
Board of Directors as a result of the inability of the Board to affirmatively
approve such a transaction.
It is possible that persons associated with management may refer a
prospective merger or acquisition candidate
to the Company. In the event the Company consummates a transaction with any
entity referred by associates of management, it is possible that such an
associate will be compensated for their referral in the form of a finder's
fee. It is anticipated that this fee will be either in the form of restricted
common stock issued by the Company as part of the terms of the proposed
transaction, or will be in the form of cash consideration. However, if such
compensation is in the form of cash, such payment will be tendered by the
acquisition or merger candidate, because the Company has insufficient cash
available. The amount of such finder's fee cannot be determined as
of the date of this registration statement, but is expected to be comparable
to consideration normally paid in like transactions. No member of management
of the Company will receive any finders fee, either directly or
indirectly, as a result of their respective efforts to implement the
Company's business plan outlined herein. Persons "associated" with management
is meant to refer to persons with whom management may have had
other business dealings, but who are not affiliated with or relatives of
management.
No retirement, pension, profit sharing, stock option or insurance programs or
other similar programs have been adopted by the Registrant for the benefit of
its employees.

ITEM 7.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Board of Directors has passed a resolution which contains a policy that
the Company will not seek an acquisition or merger with any entity in which
any of the Company's Officers, Directors, principal shareholders
or their affiliates or associates serve as officer or director or hold any
ownership interest. Management is not aware of any circumstances under which
this policy may be changed through their own initiative.The proposed business
activities described herein classify the Company as a "blank check" company.
Many states have enacted statutes, rules and regulations limiting the sale of
securities of "blank check" companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a market to
develop in the Company's securities until such time as the Company has
successfully implemented its business plan described herein. Accordingly,
each shareholder of the Company has executed and delivered a "lock-up" letter
agreement, affirming that he/she shall not sell his/her respective shares of
the Company's common stock until such time as the Company has successfully
consummated a merger or acquisition and the Company is no longer
classified as a "blank check" company. In order to provide further assurances
that no trading will occur in the Company's securities until a merger or
acquisition has been consummated, each shareholder has agreed to place
his/her respective stock certificate with the Company's legal counsel, who
will not release these respective certificates until such time as legal
counsel has confirmed that a merger or acquisition has been successfully
consummated. The Company's legal counsel is Shawn F. Hackman, PC, 3360 W.
Sahara Ave., Suite 200, Las Vegas, NV 89102. However, while management
believes that the procedures established to preclude any sale of
the Company's securities prior to closing of a merger or acquisition will be
sufficient, there can be no assurances that the procedures established herein
will unequivocally limit any shareholder's ability to sell their
respective securities before such closing.

ITEM 8.	LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings and, to
the best of its knowledge, no such action by or against the Company has been
threatened.

ITEM 9.	MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's common stock is not traded on any exchange or OTC market.
Management has not undertaken any discussions, preliminary or otherwise, with
any prospective market maker concerning the participation of
such market maker in the after-market for the Company's securities and
management does not intend to initiate any such discussions until such time
as the Company has consummated a merger or acquisition. There is no
assurance that a trading market will ever develop or, if such a market does
develop, that it will continue.After a merger or acquisition has been
completed, one or both of the Company's officers and directors will most
likely be the persons to contact prospective market makers. It is also
possible that persons associated with the entity that merges with or is
acquired by the Company will contact prospective market makers. The Company
does not intend to use consultants to contact market makers.

Market Price
The Registrant's Common Stock is not quoted at the present time.
Effective August 11, 1993, the Securities and Exchange Commission adopted
Rule 15g-9, which established the
definition of a "penny stock," for purposes relevant to the Company, as any
equity security that has a market
price of less than $5.00 per share or with an exercise price of less than
$5.00 per share, subject to certain exceptions. For any transaction involving
a penny stock, unless exempt, the rules require: (i) that a broker or
dealer approve a person's account for transactions in penny stocks; and (ii)
the broker or dealer receive from the investor a written agreement to the
transaction, setting forth the identity and quantity of the penny stock to be
purchased. In order to approve a person's account for transactions in penny
stocks, the broker or dealer must (i) obtain financial information and
investment experience and objectives of the person; and (ii) make a reasonable
determination that the transactions in penny stocks are suitable for that
person and that person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny
stocks. The broker or dealer must also deliver, prior to any transaction in a
penny stock, a disclosure schedule prepared by the Commission relating to the
penny stock market, which, in highlight form, (i) sets forth the basis
on which the broker or dealer made the suitability determination; and (ii)
that the broker or dealer received a signed, written agreement from the
investor prior to the transaction. Disclosure also has to be made about the
risks of investing in penny stocks in both public offerings and in secondary
trading, and about commissions payable to both the broker-dealer and the
registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and
information on the limited market in penny stocks.
The National Association of Securities Dealers, Inc. (the "NASD"), which
administers NASDAQ, has recently made changes in the criteria for initial
listing on the NASDAQ Small Cap market and for continued listing. For
initial listing, a company must have net tangible assets of $4 million,
market capitalization of $50 million or net income of $750,000 in the most
recently completed fiscal year or in two of the last three fiscal years. For
initial listing, the common stock must also have a minimum bid price of $4
per share. In order to continue to be included on NASDAQ, a company must
maintain $2,000,000 in net tangible assets and a $1,000,000 market
value of its publicly-traded securities. In addition, continued inclusion
requires two market-makers and a minimum bid price of $1.00 per share.
Management intends to strongly consider undertaking a transaction with any
merger or acquisition candidate which will allow the Company's securities to
be traded without the aforesaid limitations. However, there can be
no assurances that, upon a successful merger or acquisition, the Company will
qualify its securities for listing on NASDAQ or some other national exchange,
or be able to maintain the maintenance criteria necessary to
insure continued listing. The failure of the Company to qualify its
securities or to meet the relevant maintenance criteria after such
qualification in the future may result in the discontinuance of the inclusion
of the Company's securities on a national exchange. In such events, trading,
if any, in the Company's securities may then continue in the non-NASDAQ
over-the-counter market. As a result, a shareholder may find it more
difficult to dispose of, or to obtain accurate quotations as to the market
value of, the Company's securities.

Holders
There are 24 holders of the Company's Common Stock. Initially, founders
shares were issued to 24 holders in transactions exempt from registration
pursuant to section 4 of the Securities Act of 1933, as amended.
All such transactions took place prior to or
during 1996. All shareholders have held their stock since that
time. All of the issued and outstanding shares of the Company's Common Stock
were issued in accordance with the exemption from
registration afforded by Section 4(2) of the Securities Act of 1933.

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

ITEM 10.	RECENT SALES OF UNREGISTERED SECURITIES.
With respect to the sales made, the Registrant relied on Section 4(2) of the
Securities Act of 1933, as amended.
No advertising or general solicitation was employed in offering the shares.
The securities were offered for investment only and not for the purpose of
resale or distribution, and the transfer thereof was appropriately
restricted.
All of the shareholders of the Company have executed and delivered a
"lock-up" letter agreement which provides that each such shareholder shall
not sell his/her respective securities until such time as the Company
has successfully consummated a merger or acquisition. Further, each
shareholder has placed his/her respective stock certificate with the
Company's legal counsel, who has been instructed not to release any of the
certificates until the Company has closed a merger or acquisition. Any
liquidation by the current shareholders after the release from the "lock-up"
selling limitation period may have a depressive effect upon the trading price
of the Company's securities in any future market which may develop.
In general, under Rule 144, a person (or persons whose shares are aggregated)
who has satisfied a one year holding period, under certain circumstances, may
sell within any three-month period a number of shares which does not exceed
the greater of one percent of the then outstanding Common Stock or the
average weekly trading volume during the four calendar weeks prior to such
sale. Rule 144 also permits, under certain circumstances, the sale of shares
without any quantity limitation by a person who has satisfied a two-year
holding period and who is not, and has not been for the preceding three
months, an affiliate of the Company.



ITEM 11.	DESCRIPTION OF SECURITIES.

Common Stock
The Company's Articles of Incorporation authorizes the issuance of 25,000,000
shares of Common, of which 5,000,000 are issued and outstanding. The shares
are non-assessable, without pre-emptive rights, and do not carry cumulative
voting rights. Holders of common shares are entitled to one vote for each
share on all matters to be voted on by the stockholders. The shares are fully
paid, non-assessable, without pre-emptive rights, and do not carry cumulative
voting rights. Holders of common shares are entitled to share ratably in
dividends, if any, as may be declared by the Company from time-to-time, from
funds legally available. In the event of a liquidation, dissolution, or
winding up of the Company, the holders of shares of common stock are entitled
to share on a pro-rata basis all assets remaining after payment in full of
all liabilities. Management is not aware of any circumstances in which
additional shares of any class or series of the Company's stock would be
issued to management or promoters, or affiliates or associates of either.

ITEM 12.	INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company and its affiliates may not be liable to its shareholders for
errors in judgment or other acts or omissions not amounting to intentional
misconduct, fraud, or a knowing violation of the law, since provisions
have been made in the Articles of Incorporation and By-laws limiting such
liability. The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in most cases
for any liability suffered by them or arising from their activities as
officers and directors of the Company if they were not engaged in intentional
misconduct, fraud, or a knowing violation of the law. Therefore, purchasers
of these securities may have a more limited right of action than they would
have except for this limitation in the Articles of Incorporation and By-laws.
The officers and directors of the Company are accountable to the Company as
fiduciaries, which means such officers and directors are required to exercise
good faith and integrity in handling the Company's affairs. A shareholder may
be able to institute legal action on behalf of himself and all others
similarly stated shareholders to recover damages where the Company has failed
or refused to observe the law.Shareholders may, subject to applicable rules
of civil procedure, be able to bring a class action or derivative suit to
enforce their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered losses in
connection with the purchase or sale of their interest in the Company
in connection with such sale or purchase, including the misapplication by any
such officer or director of the proceeds from the sale of these securities,
may be able to recover such losses from the Company.

ITEM 13.	FINANCIAL STATEMENTS.
The financial statements and supplemental data required by this Item 13
follow the index of financial statements
appearing as Exhibit 99 of this Form 10-SB.

ITEM 14.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
The Registrant has not changed accountants since its formation, and
Management has had no disagreements with the findings of its accountants.

ITEM 15.	FINANCIAL STATEMENTS AND EXHIBITS.
FINANCIAL STATEMENTS
Balance Sheet as of October 31, 1999  December 31, 1998, and December 31, 1997
Statement of Operation for the ten months October 31, 1999,  the years ended
December 31,
1998, and December 31, 1997, and from August 8, 1996 to October 31, 1999.
Statement of Changes in Stockholders' Equity.
Statement of Cash Flows

EXHIBITS
3.1	  Articles of Incorporation
3.2	  By-Laws
99.1  Financials




SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Captains Management Corporation, Inc.
By: /s/
Paul Salas, President




ARTICLES
OF
INCORPORATION

CAPTAINS MANAGEMENT CORPORATION, INC.
a Nevada corporation

I, the undersigned, being the original incorporator herein named, for the
purpose of forming a corporation under the General Corporation Laws of the
State of Nevada, to do business both within and without the State of Nevada,
do make and file these Articles of Incorporation, hereby declaring and
certifying that the facts herein stated are true:

ARTICLE I

NAME
The name of the corporation is ALAMO FINANCIAL SERVICES, INC.

ARTICLE II

RESIDENT AGENT & REGISTERED OFFICE

Section. 2.0 1. Resident Agent. The name and address of the Resident Agent
for service of process is Nevada Corporate Headquarters, Inc., 5300 West
Sahara, Suite 101, Las Vegas, Nevada 89102. Mailing Address: P.O. Box 27740,
Las Vegas, NV 89126.

Section 2.02. Registered Office. The address of its Registered Office is 5300
 West Sahara, Suite 10 1, Las Vegas, Nevada 89102.

Section 2.03. Other Offices. The Corporation may also maintain offices for the
transaction of any business at such other places within or without the State
of Nevada as it may from time to time determine. Corporate business of every
kind and nature may be conducted, and meetings of directors and stockholders
held outside the State of Nevada with the same effect as if in the State of
Nevada.

ARTICLE III
PURPOSE

The corporation is organized for the purpose of engaging in any lawful
activity, within or without the State of Nevada.

ARTICLE IV
SHARES OF STOCK

Section 4.01 Number and Class. The total number of shares of authorized
capital stock of the Corporation shall consist of a single class of
twenty-five thousand (25,000) shares of common stock, no par value.







The Common Stock may be issued from time to time without action by the
stockholders. The Common Stock may be issued for such consideration as may be
 fixed from time to time by the Board of Directors.

The Board of Directors may issue such shares of Common Stock in one or more
series, with such voting powers, designations, preferences and rights or
qualifications, limitations or restrictions thereof as shall be stated in the
 resolution or resolutions adopted by them.

Section 4.02. No Preemptive Rights. Holders of the Common Stock of the
corporation shall not have any preference, preemptive right, or right of
subscription to acquire any shares of the corporation authorized, issued or
sold, or to be authorized, issued or sold, and convertible into shares of the
 Corporation, nor to any right of subscription thereto, other than to the
extent, if any, the Board of Directors may determine from time
to time.

Section 4.03. Non-Assessabilily of Shares. The Common Stock of the corporation,
after the amount of the subscription price has been paid, in money, property
or services, as the directors shall determine, shall not be subject to
assessment to pay the debts of the corporation, nor for any other purpose,
and no stock issued as fully paid shall ever be assessable or assessed, and
the Articles of Incorporation shall not be amended in this particular.

ARTICLE V
DIRECTORS

Section 5.0 1. Governinia Board. The members of the Governing Board of the
Corporation shall be styled as directors.

Section 5.02. Initial Board of Directors. The initial Board of Directors shall
consist of one (1) member. The name and address of the initial member of the
Board of Directors is as follows:

NAME 	ADDRESS

Cort W. Christie	P.O. Box 27740
	Las Vegas, NV 89126

This individual shall serve as Director until the first annual meeting of the
stockholders or until his successor(s) shall have been elected and qualified.

Section 5.03..Change in Number of Directors. The number of directors may be
increased or decreased by a duly adopted amendment to the Bylaws of the
corporation.

ARTICLE VI
INCORPORATOR

The name and address of the incorporator is Nevada Corporate Headquarters,
Inc., P.O. Box 27740, Las Vegas, Nevada 89126.





ARTICLE VII
PERIOD OF DURATION
The corporation is to have a perpetual existence.

ARTICLE VIII
DIRECTORS AND OFFICERS LIABILITY

A director or officer of the corporation shall not be personally liable to this
corporation or its stockholders for damages for breach of fiduciary duty as a
director or officer, but this Article shall not eliminate or limit the
liability of a director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or (ii) the
unlawful payment of distributions. Any repeal or modification of this Article
by the stockholders of the corporation shall be prospective only, and shall
not adversely affect any limitation on the personal liability of a director
or officer of the corporation for acts or omissions prior to such repeal or
modification.

ARTICLE IX
INDEMNITY

Every person who was or is a party to, or is threatened to be made a party
to, or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he, or
a person of whom he is the legal representative, is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise,
shall be indemnified and held harmless to the fullest extent legally
permissible under the laws of the State of Nevada from time to time against
all expenses, liability and loss (including attorneys' fees, judgments, fines
and amounts paid or to be paid in settlement) reasonably incurred or suffered
by him in connection therewith. Such right of indemnification shall be a
contract right which may be enforced in any manner desired by such person.
The expenses of officers and directors incurred in defending a civil or
criminal action, suit or proceeding must be paid by the corporation as they
are incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the
corporation. Such right of indemnification shall not be exclusive of any
other right which such directors, officers or representatives may have or
hereafter acquire, and, without limiting the generality of such statement,
they shall be entitled to their respective rights of indemnification under
any by-law, agreement, vote of stockholders, provision of law, or otherwise,
as well as their rights under this Article.

Without limiting the application of the foregoing, the stockholders or Board of
Directors may adopt by-laws from time to time with respect to
indemnification, to provide at all times the fullest indemnification
permitted by the laws of the State of Nevada, and may cause the corporation
to purchase and maintain insurance on behalf of any person who is or was a
director or officer of the corporation, or is or was serving at the request
of the corporation as director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprises
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the corporation would
have the power to indemnify such person.

The indemnification provided in this Article shall continue as to a person who
has ceased to be a director, officer, employee or agent, and shall inure to
the benefit of the heirs, executors and administrators of such person.

ARTICLE X
AMENDMENTS

Subject at all times to the express provisions of Section 4.03 which cannot be
amended, this corporation reserves the right to amend, alter, change, or
repeal any provision contained in these Articles of Incorporation or its
Bylaws, in the manner now or hereafter prescribed by statute or by these
Articles of Incorporation or said Bylaws, and all rights conferred upon the
stockholders are granted subject to this reservation.

ARTICLE XI
POWERS OF DIRECTORS

In furtherance and not in limitation of the powers conferred by statute the
Board of Directors is expressly authorized:
(1)	Subject to the Bylaws, if any, adopted by the stockholders, to make,
alter or repeal the Bylaws of the corporation;
(2)	To authorize and cause to be executed mortgages and liens, with or without
limit as to amount, upon the real and personal property of the corporation;
(3)	To authorize the guaranty by the corporation of securities, evidences of
indebtedness and obligations of other persons, corporations and business
entities;
(4) To set apart out of any of the funds of the corporation available for
distributions a reserve or reserves for any proper purpose and to abolish any
such
reserve;
(5) By resolution, to designate one or more committees, each committee to
consist of at least one director of the corporation, which, to the extent
provided in the resolution or in the Bylaws of the corporation, shall have
and may exercise the powers of the Board of Directors in the management of
the business and affairs of the corporation, and may authorize the seal of
the corporation to be affixed to all papers which may require it. Such
committee or committees shall have such name or names as may be stated in the
Bylaws of the corporation or as may be determined from time to time by
resolution adopted by the Board of Directors; and
(6) To authorize the corporation by its officers or agents to exercise all such
powers and to do all such acts and things as may be exercised or done by the
corporation, except and to the extent that any such statute shall require
action by the stockholders of the corporation with regard to the exercising
of any such power or the doing of any such act or thing.


In addition to the powers and authorities hereinbefore or by
statute expressly conferred upon them, the Board of Directors may
exercise an such powers and do all such acts and things as may be
exercised or done by the corporation, except as otherwise provided
herein and by law,

IN WITNESS WHEREOF, I have hereunto set my hand this 3RD day of
JUNE, 1996, hereby declaring and certifying that the facts stated
hereinabove are true.

NOTARY PUBLIC in and for said
County and State

ACKNOWLEDGMENT

STATE OF NEVADA)
              	) SS:
COUNTY OF CLARK)

On this 3RD day of JUNE, 1996, personally appeared before me, a
Notary Public (or judge or other authorized person, as the case may
be), CORT W. CHRISTIE, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is
subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her authorized capacity, and that by his/her
signature on the instrument the person, or the entity upon behalf of
which the person acted, executed the instrument.

NOTARY PUBLIC in and for said
County and State

I, NEVADA CORPORATE HEADQUARTERS, INC., hereby accept as Resident Agent
for the previously named Corportion.

August 8 '1996.



BYLAWS
OF
CAPTAINS MANAGEMENT CORPORATION, INC.
A Nevada Corporation

ARTICLE I

Stockholders

Section 1. Annual Meeting. Annual meetings of the stockholders, commencing
with the year 1996, shall be held on the 8TH day of AUGUST each year if not a
legal holiday and, if a legal holiday, then on the next secular day
following, or at such other time as may be set by the Board of Directors from
time to time, at which the stockholders shall elect by vote a Board of
Directors and transact such other business as may properly be brought
before the meeting.

Section 2. Special Meeting. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the President or the Secretary by
resolution of the Board of Directors or at the request in writing of
stockholders owning a majority in amount of the entire capital
stock of the corporation issued and outstanding and entitled to vote. Such
request shall state the purpose of the proposed meeting.

Section 3. Place of Meetings. All annual meetings of the stockholders shall
be held at the registered office of the corporation or at such other place
within or without the State of Nevada as the directors shall determine.
Special meetings of the stockholders may be held at such time and place
within or without the State of Nevada as shall be stated in the
notice of the meeting, or in a duly executed waiver of notice thereof.
Business transacted at any special meeting of stockholders shall be limited
to the purposes stated in the notice.

Section 4. Quorum, Adjourned Meetings. The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the Articles of Incorporation. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

Section 5. Voting . Each stockholder of record of the corporation holding
stock which is entitled to vote at this meeting shall be entitled at each
meeting of stockholders to one vote for each share of stock standing in his
name on the books of the corporation. Upon the demand of any stockholder, the
vote for directors and the vote upon any question before the meeting shall be
by ballot.

When a quorum is present or represented at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall be sufficient to elect directors or to decide any
question brought before such meeting, unless the question is one upon which
by express provision of the statutes or of the Articles of Incorporation, a
different vote is required in which case such express provision shall govern
and control the decision of such question.

Section 6. Proxies. At any meeting of the stockholders any stockholder may be
represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate two
or more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of
the persons so designated unless the instrument shall otherwise provide. No
proxy or power of attorney to vote shall be used to vote at a meeting of the
stockholders unless it shall have been filed with the secretary of the
meeting. All questions regarding the qualification of voters, the validity of
proxies and the acceptance or rejection of votes shall be decided by the
inspectors of election who shall be appointed by the Board of Directors, or
if not so appointed, then by the presiding officer of the meeting.

Section 7. Action Without Meeting . Any action which may be taken by the vote
of the stockholders at a meeting may be taken without a meeting if authorized
by the written consent of stockholders holding at least a majority of the
voting power, unless the provisions of the statutes or of the Articles of
Incorporation require a greater proportion of voting power to authorize such
action in which case such greater proportion of written consents shall be
required.

ARTICLES 11

Directors

Section 1. Management of Corporation. The business of the corporation shall
be managed by its Board of Directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute
or by the Articles of Incorporation or by these Bylaws directed or required
to be exercised or done by the stockholders.

Section 2. Number, Tenure, and Qualifications. The number of directors which
shall constitute the whole board shall be at least one. The number of
directors may from time to time be increased or decreased to not less than
one nor more than fifteen. The directors shall be elected at the annual
meeting of the stockholders and except as provided in
Section 2 of this Article, each director elected shall hold office until his
successor is elected and qualified. Directors need not be stockholders.

Section 3. Vacancies. Vacancies in the Board of Directors including those
caused by an increase in the number of directors, may be filled by a majority
of the remaining directors, though less than a quorum, or by a sole remaining
director, and each director so elected shall hold office until his successor
is elected at an annual or a special meeting of the kid stockholders. The
holders of two-thirds of the outstanding shares of stock entitled to vote may
at any time peremptorily terminate the term of office of all or any of the
directors by vote at a meeting called for such purpose or by a written
statement filed with the secretary or, in his absence, with any other officer.

Such removal shall be effective immediately, even if successors are not elected
simultaneously. A vacancy or vacancies in the Board of Directors shall be
deemed to exist in case of the death, resignation or removal of any
directors, or if the authorized number of directors be increased, or if the
stockholders fail at any annual or special meeting of stockholders at which
any director or directors are elected to elect the full authorized number of
directors to be voted for at that meeting. If the Board of Directors accepts
the resignation of a director tendered to take effect at a future time, the
Board or the  stockholders shall have power to elect a successor to take
office when the resignation is to become effective. No reduction of the
authorized number of directors shall have the effect of removing any director
prior to the expiration of his term of office.

Section 4. Annual and Regular Meetings. Regular meetings of the Board of
Directors shall be held at any place within or without the State which has
been designated from time to time by resolution of the Board or by written
consent of all members of the Board. In the absence of such designation
regular meetings shall be held at the registered office of the corporation.

Special meetings of the Board may be held either at a place so designated or
at the registered office. Regular meetings of the Board of Directors may be
held without call or notice at such time and at such place as shall from time
to time be fixed and determined by the Board of Directors.

Section 5. First Meeting. The first meeting of each newly elected Board of
Directors shall be held immediately following the adjournment of the meeting
of stockholders and at the place thereof. No notice of such meeting shall be
necessary to the directors in order legally to constitute the meeting,
provided a quorum be present. In the event such meeting is not so held, the
meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the Board of Directors.

Section 6. Special Meeting. Special meetings of the Board of Directors may be
called by the Chairman or the President or by any Vice-President or by any
two directors. Written notice of the time and place of special meetings
shall be delivered personally to each director, or sent to each director by
mail or by other form of written communication, charges prepaid, addressed to
him at his address as it is shown upon the records or if such address is not
readily ascertainable, at the place in which the meetings of the directors
are regularly held. In case such notice is mailed or telegraphed, it shall be
deposited in the United States mail or delivered to the telegraph company at
least three (3)days prior to the time of the holding of the meeting. In case
such notice is hand delivered as above provided, it shall be so delivered at
least twenty-four (24) hours prior to the time of the holding of the meeting.
Such mailing, telegraphing or delivery as above provided shall be
due, legal and personal notice to such director.

Section 7. Business of Meetings. The transactions of any meeting of the Board
of Directors, however called and noticed or wherever held, shall be as valid
as though had at a meeting duly held after regular call and notice, if a
quorum be present, and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, or a consent to
holding such meeting, or an approval of the minutes thereof. All
such waivers, consents or approvals shall be filed with the corporate records
or made a part of the minutes of the meeting.

Section 8. Quorum, Adjourned Meetings. A majority of the authorized number of
directors shall be necessary to constitute a quorum for the transaction of
business, except to adjourn as hereinafter provided. Every act or decision
done or made by a majority of the directors present at a meeting duly held at
which a quorum is present shall be regarded as the act of the Board of
Directors, unless a greater number be required by law or by the Articles of
Incorporation. Any action of a majority, although not at a regularly called
meeting, and the record thereof, if assented to in writing by all of the other
members of the Board shall be as valid and effective in all respects as if
passed by the Board in regular meeting. A quorum of the directors may adjourn
any directors meeting to meet again at a stated day and hour; provided,
however, that in the absence of a quorum, a majority of the directors present
at any directors meeting, either regular or special, may adjourn from time to
time until the time fixed for the next regular meeting of the Board. Notice
of the time and place of holding an adjourned meeting need not be given to
the absent directors if the time and place be fixed at the meeting adjourned.

Section 9. Committees. The Board of Directors may, by resolution adopted by a
majority of the whole Board, designate one or more committees of the Board of
Directors, each committee to consist of at least one or more of the directors
of the corporation which, to the extent provided in the resolution, shall
have and may exercise the power of the Board of Directors in the management
of the business and affairs of the corporation and may have power to
authorize the seal of the corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may
be determined from time to time by the Board of Directors. The members of any
such committee present at any meeting and not disqualified from voting may,
whether or not they constitute a quorum, unanimously appoint another member
of the Board of Directors to act at the meeting in the place of any absent or
disqualified member. At meetings of such committees, a majority of the
members or alternate members shall constitute a quorum for the transaction of
business, and the act of a majority of the members or alternate members at
any meeting at which there is a quorum shall be the act of the committee.

The committees shall keep regular minutes of their proceedings and report the
same to the Board of Directors.

Section 10. Action Without Meeting . Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if a written consent thereto is signed by all
members of the Board of Directors or of such committee, as the case may be,
and such written consent is filed with the minutes of proceedings of the
Board or committee.

Section 11. Special Compensation. The directors may be paid their expenses of
attendance at each meeting of the Board of Directors and may be paid a fixed
sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving
the corporation in any other capacity and receiving compensation therefore.

Members of special or standing committees may be allowed like reimbursement and
compensation for attending committee meetings.

ARTICLE III

Notices

Section 1. Notice of Meetings. Notices of meetings shall be in writing and
signed by the President or a Vice-President or the Secretary or an Assistant
Secretary or by such other person or persons as the directors shall
designate. Such notice shall state the purpose or purposes for which the
meeting is called and the time and the place, which may be within or without
this State, where it is to be held. A copy of such notice shall be either
delivered personally to or shall be mailed, postage prepaid, to each
stockholder of record entitled to vote at such meeting not less than ten (10)
nor more than sixty (60) days before such meeting. If mailed, it shall be
directed to a stockholder at his address as it appears upon the records of
the corporation and upon such mailing of any such notice, the service thereof
shall be  complete and the time of the notice shall begin to run from the
date upon which such notice is deposited in the mail for transmission to such
stockholder. Personal delivery of any such notice to any officer of a
corporation or association, or to any member of a partnership shall
constitute delivery of such notice to such corporation, association or
partnership. In the event of the transfer of stock after delivery of such
notice of and prior to the holding of the meeting it shall not be necessary
to deliver or mail notice of the meeting to the transferee.

Section 2. Effect of Irregularly Called Meetings. Whenever all parties
entitled to vote at any meeting, whether of directors or stockholders,
consent, either by a writing on the records of the meeting or filed with the
secretary, or by presence at such meeting and oral consent entered on the
minutes, or by taking part in the deliberations at such meeting without
objection, the doings of such meeting shall be as valid as if had at a
meeting regularly called and noticed, and at such meeting any business may
be transacted which is not excepted from the written consent or to the
consideration of which no objection for want of notice is made at the time,
and if any meeting be irregular for want of notice or of such consent,
provided a quorum was present at such meeting, the proceedings of said
meeting may be ratified and approved and rendered likewise valid and the
irregularity or defect therein waived by a writing signed by all parties
having the right to vote at such meeting; and such consent or approval of
stockholders may be by proxy or attorney, but all such proxies and powers of
attorney must be in writing.

Section 3. Waiver of Notice. Whenever any notice whatever is required to be
given under the provisions of the statutes, of the Articles of Incorporation
or of these Bylaws, a waiver thereof in writing, signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.

ARTICLE IV

Officers

Section 1. Election. The officers of the corporation shall be chosen by the
Board of Directors and shall be a President, a Secretary and a Treasurer,
none of whom need be directors. Any person may hold two or more offices. The
Board of Directors may appoint a Chairman of the Board, Vice-Chairman of the
Board, one or more vice presidents, assistant treasurers and assistant
secretaries.

Section 2.  Chairman of the Board. The Chairman of the Board shall preside
at meetings of the stockholders and the Board of Directors, and shall see
that all orders and resolutions of the Board of Directors are carried into
effect.

Section 3. Vice-Chairman of the Board. The Vice Chairman shall, in the
absence or disability of the Chairman of the Board, perform the duties and
exercise the powers of the Chairman of the Board and shall perform such other
duties as the Board of Directors may from time to time prescribe.

Section 4. President. The President shall be the chief executive officer of
the corporation and shall have active management of the business of the
corporation. He shall execute on behalf of the corporation all instruments
requiring such execution except to the extent the signing and execution
thereof shall be expressly designated by the Board of Directors to some other
officer or agent of the corporation.

Section 5. Vice-President. The Vice-President shall act under the direction
of the President and in the absence or disability of the President shall
perform the duties and exercise the powers of the President. They shall
perform such other duties and have such other powers as the President or the
Board of Directors may from time to time prescribe. The Board of Directors
may designate one or more Executive Vice-Presidents or may otherwise specify
the order of seniority of the Vice-Presidents. The duties and powers of the
President shall descend to the Vice-Presidents in such specified order of
seniority.

Section 6. Secretary. The Secretary shall act under the direction of the
President. Subject to the direction of the President he shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record the proceedings. He shall perform like duties for the standing
committees when required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of Directors,
and shall perform such other duties as may be prescribed by the President or
the Board of Directors.

Section 7. Assistant Secretaries. The Assistant Secretaries shall act under
the direction of the President. In order of their seniority, unless otherwise
determined by the President or the Board of Directors, they shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary. They shall perform such other duties and have such
other powers as the President or the Board of Directors may from time to
time prescribe.

Section 8. Treasurer. The Treasurer shall act under the direction of the
President. Subject to the direction of the President he shall have custody of
the corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the corporation and shall
deposit all monies and other valuable effects in the name and to the credit
of the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered
by the President or the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors,
at its regular meetings, or when the Board of Directors so requires, an
account of all his transactions as Treasurer and of the financial condition
of the corporation. If required by the Board of Directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession
or under his control belonging to the corporation.

Section 9. Assistant Treasurers. The Assistant Treasurers in the order of
their seniority, unless otherwise determined by the President or the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer. They shall perform such
other duties and have such other powers as the President or the Board of
Directors may from time to time prescribe.

Section 10. Compensation. The salaries and compensation of all officers of the
corporation shall be fixed by the Board of Directors.

Section 11. Removal; Resignation . The officers of the corporation shall hold
office at the pleasure of the Board of Directors. Any officer elected or
appointed by the Board of Directors may be removed at any time by the Board
of Directors. Any vacancy occurring in any office of the corporation by
death, resignation, removal or otherwise shall be filled by the Board of
Directors.

ARTICLE V
Capital Stock

Section 1. Certificates. Every stockholder shall be entitled to have a
certificate signed by the President or a Vice-President and the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation, certifing the number of shares owned by him in the corporation.
If the corporation shall be authorized to issue more than one class of stock
or more than one series of any class, the designations, preferences and
relative, participating, optional or other special rights of the various
classes of stock or series thereof and the qualifications, limitations or
restrictions of such rights, shall be set forth in full or summarized on the
face or back of the certificate, which the corporation shall issue to
represent such stock. If a certificate is signed (1) by a transfer agent other
than the corporation or its employees or (2) by a registrar other than the
corporation or its employees, the signatures of the officers of the
corporation may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall cease to be such
officer before such certificate is issued, such certificate may be issued
with the same effect as though the person had not ceased to be such officer.
The seal of the corporation, or a facsimile thereof, may, but need not be,
affixed to certificates of stock.

Section 2. Surrendered; Lost or Destroyed Certificates. The Board of
Directors may direct a new certificate or certificates to be issued in place
of any certificate or certificates theretofore issued by the corporation
alleged to have been lost or destroyed upon the making of an affidavit of
that fact by the person claiming the certificate of stock to be lost or
destroyed. When authorizing such issue of a new certificate or certificates,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost or destroyed certificate
or certificates, or his legal representative, to advertise the same in such
manner as it shall require and/or give the corporation a bond in such sum as
it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost or
destroyed.

Section 3. Replacement Certificates. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation, if it is satisfied that
all provisions of the laws and regulations applicable to the corporation
regarding transfer and ownership of shares have been complied with, to issue
a new certificate to the person entitled thereto, cancel the old certificate
and record the transaction upon its books.

Section 4. Record Date. The Board of Directors may fix in advance a date not
exceeding sixty (60) days nor less than ten (10) days preceding the date of
any meeting of stockholders, or the date for the payment of any distribution,
or the date for the allotment of rights, or the date when any change or
conversion or exchange of capital stock shall go into effect, or a date in
connection with obtaining the consent of stockholders for any purpose, as a
record date for the determination of the stockholders entitled to notice of
and to vote at any such meeting, and any adjournment thereof, or entitled to
receivepayment of any such distribution, or to give such consent, and in such
case, such stockholders, and only such stockholders as shall be stockholders
of record on the date so fixed, shall be entitled to notice of and to vote at
such meeting, or any adjournment thereof, or to receive payment of such
distribution, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation after any such record
date fixed as aforesaid.

Section 5. Registered Owner. The corporation shall be entitled to recognize
the person registered on its books as the owner of shares to be the exclusive
owner for all purposes including voting and distribution, and the corporation
shall not be bound to recognize any equitable or other claim to or interest
in such share or shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise provided by
the laws of Nevada.

ARTICLE VI

General Provisions

Section 1. Registered Office. The registered office of this corporation shall
be in the County of Clark, State of Nevada. The corporation may also have
offices at such other places both within and without the State of Nevada as
the Board of Directors may from time to time determine or the business of the
corporation may require.

Section 2. Distributions. Distributions upon the capital stock of the
corporation, subject to the provisions of the Articles of incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Distributions may be paid in cash, in property or
in shares of the capital stock, subject to the provisions of the Articles
of Incorporation.

Section 3. Reserves. Before payment of any distribution, there may be set
aside out of any funds of the corporation available for distributions such
sum or stuns as the directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or
for equalizing distributions or for repairing or maintaining any property of
the corporation or for such other purpose as the directors shall think
conducive to the interest of the corporation, and the directors may modify or
abolish any such reserve in the manner in which it was created.

Section 4. Checks; Notes. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.

Section 5. Fiscal Year. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

Section 6. Corporate Seal. The corporation may or may not have a corporate
seal, as may from time to time be determined by resolution of the Board of
Directors. If a corporate seal is adopted, it shall have inscribed thereon
the name of the corporation and the words "Corporate Seal" and "Nevada". The
seal may be used by causing it or a facsimile thereof to be impressed or
affixed or in any manner reproduced.

ARTICLE VII

Indemnification

Section 1. Indemnification of Officers and Directors, Employees and Other
Persons. Every person who was or is a party or is threatened to be made a
party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or a
person of whom he is the legal representative is or was a director or officer
of the corporation or is or was serving at the request of the corporation or
for its benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise,
shall be indemnified and held harmless to the fullest extent legally
permissible under the general corporation law of the State of Nevada from
time to time against all expenses, liability and loss (including attorneys'
fees, judgments, fines and amounts paid or to be paid in settlement) reasonably
incurred or suffered by him in connection therewith. The expenses of officers
and directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred and in
advance of the final disposition of the action, suit or proceeding upon
receipt of an undertaking by or on behalf of the director or officer to repay
the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the corporation.
Such right of indemnification shall be a contract right which may be enforced
in any mannerdesired by such person. Such right of indemnification shall not
be exclusive of any other right which such directors, officers or
representatives may have or hereafter acquire and, without limiting the
generality of such statement, they shall be entitled to their respective
rights of indemnification under any bylaw, agreement, vote of stockholders,
provision of law or otherwise, as well as their rights under this Article.

Section 2. Insurance. The Board of Directors may cause the corporation to
purchase and maintain insurance on behalf of any person who is or was a
director or officer of the corporation, or is or was serving at the request
of the corporation as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the corporation would
have the power to indemnify such person.

Section 3. Further Bylaws. The Board of Directors may from time to time adopt
further Bylaws with respect to indemnification and may amend these and such
Bylaws to provide at all times the fullest indemnification permitted by the
General Corporation Law of the State of Nevada.

ARTICLE VIII
Amendments

Section 1. Amendments by Stockholders. The Bylaws may be amended by a majority
vote of all the stock issued and outstanding and entitled to vote for the
election of directors of the stockholders, provided notice of intention to
amend shall have been contained in the notice of the meeting.

Section 2. Amendments by Board of Directors. The Board of Directors by a
majority vote of the whole Board at any meeting may amend these Bylaws,
including Bylaws adopted by the stockholders, but the stockholders may from
time to time specify particular provisions of the Bylaws which shall not be
amended by the Board of Directors.

APPROVED AND ADOPTED this 8th day of August 1996.

CERTIFICATE OF SECRETARY

I hereby certify that I am the Secretary of CAPTAINS MANAGEMENT
CORPORATION, INC., and that the foregoing Bylaws, constitute the code of
Bylaws of CAPTAINS MANAGEMENT CORPORATION, INC., as duly adopted at a regular
meeting of the Board of Directors of the corporation.

DATED this 8th day of August 1996.







                        Captains Management Financials

                              Financial Statements

                              December 31, 1997
                              December 31, 1998
                              December 31, 1999













                    Captains Management Corporation, Inc.

                                Contents


                                                            Page
                                                           ______

Independent Auditor's Report                                 1

Financial Statements

   Balance Sheet                                             2

   Statement of Operations                                   3

   Statement of Changes in Stockholders Equity               4

   Statement of Cash Flows                                   5

   Notes to Financial Statements                             6













                             Kurt D. Saliger, C.P.A.
                           Certified Public Accountant


                           Independent Auditors Report

Board of Directors
Captains Management Corporation, Inc.
Las Vegas, Nevada

    I have audited the accompanying balance sheets of Captains Management
Corporation, Inc. (a development stage company) as of December 31, 1999,
1998 and 1997, and the related statements of operations, changes in
stockholders' equity and cash flows for each of the years then ended.
These financail statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audits.
    I conducted my audits in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether  the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audits provides a reasonable basis for my
opinion.
    In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Captains
Management Corporation Inc. as of December 31, 1999, 1998 and 1997
and the results of their operations and it's cash flows for each of
the years then ended in conformity with generally accepted accounting
principles.
    The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 4
to the financial statements, the Company has had no operations and has
no established source of revenue. This raises substantial doubt about
its ability to continue as a going concern. Management's plan in regard
to these matters are also described in Note 4. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

/s/

Kurt D. Saliger C.P.A.
March 22, 2000










<TABLE>

                    CAPTAINS MANAGEMENTS CORPORATION, INC.
                       ( A Development Stage Company)
                              BALANCE SHEETS

<CAPTION>


                                     Dec. 31, 1999     Dec. 31, 1998     Dec. 31, 1999
 <S>                                        <C>              <C>                <C>
                   ASSETS

CURRENT ASSETS
    Cash                                    $0               $0                 $0
    Accounts Receivable
                                         ________          _______           ________
               TOTAL CURRENT ASSETS         $0               $0                 $0

PROPERTY AND EQUIPMENT, NET                 $0               $0                 $0

OTHER ASSETS                                $0               $0                 $0
                                         ________          _______           ________

                     TOTAL ASSETS           $0               $0                 $0
                                         ________          _______           ________


       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Accounts Payable                         $0               $0                 $0
   Accrued Liabilities                      $0               $0                 $0
   Current Portion, Long Term Debt          $0               $0                 $0
                                         _______           _______           ________

       TOTAL CURRENT LIABILITIES            $0               $0                 $0

LONG-TERM DEBT                              $0               $0                 $0

STOCKHOLDERS' EQUITY
   Common Stock, no par value
   authorized 25,000,000 shares;
   issued and outstanding
   27,000 shares                            $2,700           $2,700             $2,700

   Additional Paid In Capital               $0               $0                 $0
   Deficit Accumulated During
           Development Stage                ($2,700)         ($2,700)           ($2,700)
                                          ___________       _________        ____________

       TOTAL STOCKHOLDERS' EQUITY           $0               $0                 $0
                                          ___________       _________        ____________

             TOTAL LIABILITIES AND
             STOCKHOLDERS EQUITY            $0               $0                 $0
                                          ___________       __________       ____________


                    See accompanying notes to financial statements
</TABLE>




<TABLE>
                     CAPTAINS MANAGEMENT CORPORATION, INC.
                       ( A Development Stage Company )
                         STATEMENT OF OPERATIONS


<CAPTION>
                              For the year ended      For the years       August 08,
                              Dec. 31, 1999           Dec. 31, 1998       1996 (inception)
                                                      & 1997              to Dec. 31 1999

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

REVENUES                            $0                   $0                   $0
COSTS OF REVENUES                   $0                   $0                   $0
                                  _________            _________           _________

      GROSS PROFIT                  $0                   $0                   $0

OPERATING EXPENSES
      Selling, general and
      adminstrative                 $0                   $0                   $2,700
      Amortizaton and Depriciation  $0                   $0                   $0
                                  _________             ________           __________

      TOTAL OPERATING EXPENSES      $0                   $0                   $2,700
                                  _________             ________           __________

      INCOME (LOSS) FROM
      OPERATIONS                    $0                   $0                   ($2,700)

OTHER INCOME (EXPENSES)
      Gain on sale of assets        $0                   $0                   $0
      Interest expense              $0                   $0                   $0
                                  __________           ____________         __________

INCOME (LOSS) BEFORE INCOME TAXES   $0                   $0                   ($2,700)
      Income Taxes                  $0                   $0                   $0
                                  __________           ___________          __________

      NET PROFIT (LOSS)             $0                   $0                   ($2,700)
                                 __________            __________           ___________

      NET PROFIT (LOSS)
      PER SHARE                     $0.000               $0.000               ($0.0100)
                                 ___________           ___________          ____________

      AVERAGE NUMBER OF SHARES
      OF COMMON STOCK OUTSTANDING   27,000               27,000               27,000

</TABLE>
                    See accompanying notes to financial statements



<TABLE>
                       CAPTAINS MANAGEMENT CORPORATION, INC.
                         ( A Development Stage Company)
                       STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
                         December 31, 1999
<CAPTION>

                        Common Stock
                      _______________


                       Number          Amount       Additional       (Deficit)
                       Of Shares                    paid in Capital  Accumulated
                                                                     During
                                                                     Development
                                                                     Stage
                      __________     _________      _______________ ____________

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

Issued for cash
08-08-96                27,000         $2,700

Net (Loss), 08-08-96
(inception) to 12-31-96                                $0             ($2,700)
                     ___________     __________      _____________   ___________

Balance, Dec. 31, 1996  27,000         $2,700          $0             ($2,700)

Net (Loss), 12-31-1997                                                $0
                     ___________     __________       _____________  ___________

Balance, Dec. 31, 1997  27,000         $2,700          $0             ($2,700)

Net (Loss), 12-31-98                                                  $0
                     ___________     ___________      ___________   ____________

Balance, Dec. 31, 1998  27,000         $2,700          $0             ($2,700)


Net Loss, 12-31-99                                                    $0
                     ____________    ___________      ____________   __________

Balance December
31, 1999                27,000         $2,700          $0             ($2,700)
                     ____________   ____________     ____________    __________

                           See accompanying notes to financial statements
</TABLE>


<TABLE>

                       CAPTAINS MANAGEMENT CORPORATION, INC.
                        ( A Development stage Corporation )
                           STATEMENT OF CASH FLOWS
<CAPTION>

                           Jan 1 to         Jan 1 to          August 08, 1996
                           December 31      December 31       (inception)
                           1999             1997 and 1998     to Dec. 31, 1999

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

CASH FLOWS FROM
OPERATING ACTIVITIES

Net (Loss)                   $0                 $0                 ($2,700)
Amortization and
depreciation                 $0                 $0                 $0
Accounts Payable             $0                 $0                 $0
                            ______            _______            ________

CASH FLOWS FROM
OPERATING ACTIVITIES         $0                 $0                 ($2,700)

Issue common stock           $0                 $0                 $2,700
Treasury stock               $0                 $0                 $0
                            ________          _________          _________

Net increase
(decrease) in cash           $0                 $0                 $0

Cash, Beginning
of Period                    $0                 $0                 $0
                           _________           _________         __________
Cash, End
of Period                    $0                 $0                 $0
                          ________             _______          _________

                 See accompanying notes to financials statements

</TABLE>




                    CAPTAINS MANAGEMENT CORPORATION, INC.
                     ( A Development Stage Company)
                      NOTES TO FINANCIAL STATEMENTS


NOTE 1 --  HISTORY AND ORGANIZATION OF THE COMPANY

       The Company was organized August 08, 1996 under the laws of the
State of Nevada, under the name Captains Management Corporation, Inc.
The Comapny currently has no operations and, in accordance with SFAS #7,
is considered a development stage comapny.

NOTE 2 --  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Accounting Method
       The Company records income and expenses on the accrual method of
accounting.

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

       For the statements of cash flows, all highly liquid investements
with a maturity of three months or less are considered to be cash equivalents.
There were no cash equivalents as of ecember 31, 1997 and December 31, 1998
and December 31, 1999.

       Fixed assets
       The Company does not maintain or control any fixed assets.

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





SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Captains Management Corporation, Inc.
By: /s/
Paul Salas, President



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