CAPTAINS MANAGEMENT CORP
8-K, 2000-08-24
NON-OPERATING ESTABLISHMENTS
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                    SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.


                                FORM 8-K


                             CURRENT REPORT


                  Pursuant to Section 13 of 15(d) of the
                     Securities Exchange Act of 1934


                             August 17, 2000

            Date of Report (date of earliest event reported)


                      CAPTAIN'S MANAGEMENT CORP.
          Exact name of Registrant as Specified in its Charter


Nevada	                     			0-29161	                 		88-0448017
---------------------				--------------------------	----------------------------
State or Other Jurisdiction			Commission File		     IRS Employer Identification
Of Incorporation				             Number	                   		Number


          468 North Camden Avenue,  Beverly Hills, CA  90210
    (Address of Principal Executive Offices, Including Zip Code)


                               (310) 858-5596
             Registrant's Telephone Number, Including Area Code




Item 5. Other Events.

Captains Management has entered into a Joint Venture Agreement with V&R Record
Company d / b / a Homegrownbuzz Distribution Network. The purpose of the joint
venture is  for  Captains  and  V & R  Record Company to market and distribute
revenue-sharing "virtual inventory" systems  and   revenue  sharing - vertical
market software applications designed by Captain's Management Corporation, Inc.
or its affiliates  and  joint  venture  partners,  including Touchvision, Inc.
Specifically, the  joint venture focuses on the entertainment industry and the
state-of-the-art digital downloading and publishing technologies now available
through  Captains  Management  Corporation,  Inc.     and  Touchvision,   Inc.
Homegrownbuzz  Distribution  Network  shall  provide  "foot print" in terms of
retail  locations  for  these  revolutionary  inactive  touchscreen  "kiosks",
including  Captain's Management Corporation, Inc.'s virtual inventory systems,
dynamic displays,  internet access terminals and other equipment necessary for
the joint venture and assist  in  the  development  of  systems and technology.
Homegrownbuzz Distribution Network, who affiliates  enjoy  substantial  retail
relationships with such national music retailers as Best Buys and Transworld
Entertainment  Corporation, shall also provide marketing representation and/or
introductions of Captain's Management Corporation, Inc.'s products and services
to music retail  chains.   Captain's  Management  Corporation, Inc. and/or its
affiliates in turn shall provide all equipment, virtual inventory features and
functions, content management, accountancy and maintenance of the systems. The
joint venture shall also provide  significant  and  advantageous opportunities
for independent producers and artists to market their creative works at "click
and mortar" and through the Internet.

Item 7.   Financial Statements and Exhibits.

Exhibits

10.1  		Joint Venture with V&R Record Company.


SIGNATURES

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

CAPTAIN'S MANAGEMENT CORP.

Dated: August 23rd, 2000

By:/s/___________________________________________
	Jimmy H. Jin



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