

                           OFFERING CIRCULAR
                 SMALLL CORPORATE OFFERING REGISTRATION


     INVESTMENT IN SMALL BUSINESSES INVOLVES A HIGH DEGREE OF
     RISK, AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS
     OFFERING UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE
     INVESTMENT.  TRANSFER OF THE STOCK OFFERED HEREIN IS
     RESTRICTED.



                           [Name of Company]
     Type of shares offered:
     Maximum number of shares offered:
     Minimum number of shares offered:
     Price per share: $          Minimum purchase:          shares
     Total proceeds:     If maximum sold:    $
                         If minimum sold:    $

     Is this offering limited to residents of (state)?
                                                    [ ] Yes [ ] No


     THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR
     STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.
     FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE
     ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY
     REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     This Company:
               [ ]  Has never conducted operations.
               [ ]  Is in the development stage.
               [ ]  Is currently conducting operations.
               [ ]  Has shown a profit in the last fiscal year.
               [ ]  Other (Specify):________________________

          See question no. 2 For the risk factors that
          present the most substantial risks to an investor
          in this offering.


     THIS OFFERING CIRCULAR CONTAINS ALL OF THE REPRESENTATIONS BY
     THE COMPANY CONCERNING THIS OFFERING, AND NO PERSON SHALL
     MAKE DIFFERENT OR BROADER STATEMENTS THAN THOSE CONTAINED
     HEREIN.  INVESTORS ARE CAUTIONED NOT TO RELY UPON ANY
     INFORMATION NOT EXPRESSLY SET FORTH IN THIS OFFERING
     CIRCULAR.

          The date of this offering circular is


                            THE COMPANY

     1.   Corporation name:

          State and date of incorporation:

          Street address of principal office:

          City:                     State:         Zip:

          Company Telephone Number: (   )

          Fiscal year end:
                               (month)       (day)

          Person(s) to contact at Company with respect to
          offering:

          Telephone Number (if different from above): (   )

          Brief Description of the company's business:




                             RISK FACTORS
     2.   List in the order of importance the factors which the
          Company considers to be the most substantial risks to an
          investor in this offering:



















     Note:  Investors should be aware that, in addition to the
     above risks, the company may be subject to risks not foreseen
     or fully appreciated by management.


                     BUSINESS AND PROPERTIES

     3.   With respect to the business of the Company and its
     properties:

          (a)  Describe in detail what the Company does and
               proposes to do, including what products and
               services it intends to offer:




          (b)  Describe how these products or services are to be
               produced or provided and how and when the Company
               intends to carry out its activities:




          (c)  Describe the industry in which the Company is
               selling or expects to sell its products or services
               and any recognized trends within that industry.
               Name the company's principal competitors and state
               why the company believes that it can effectively
               compete with these and other companies:




          (d)  Describe specifically the marketing strategies the
               Company is employing or will employ.  Describe any
               major existing sales contracts:




          (e)  State the number and type of the Company's present
               employees and the number and type of employees it
               anticipates it will have within the next 12 months:





          (f)  Describe generally the principal properties (such
               as real estate, plant and equipment, patents, etc.)
               of the Company. Indicate what properties the
               Company intends to acquire in the immediate future,
               the cost of such acquisitions and the sources of
               financing it expects to use in obtaining these
               properties:




          (g)  If the Company's business products or properties
               are subject to material government regulation,
               describe the potential effects upon the Company:




          (h)  State the names of any subsidiaries of the Company,
               their business purposes and ownership:



          (i)  Summarize the development of the Company (including
               any material mergers or acquisitions) during the
               past five years and discuss any pending or
               anticipated reorganization or acquisition:




     4.   Describe the steps management intends to take within the
          next 24 months to achieve, maintain, or improve
          profitability. Indicate the probable timing of those
          steps.  Describe the consequences to the company if the
          steps are not completed as scheduled:



                        OFFERING PRICE FACTORS
     5.   (a)  The price of the securities in this offering has
               been arbitrarily determined:       Yes [ ]   No [ ]

          (b)  If the answer to 5(a) is no, explain the basis on
               which the price of the securities was determined:



          Investors may find the information in questions 6
          and 7 relevant in evaluating the price at which the
          stock is being offered.

     6.   (a)  What were net, after-tax earnings last year? (If
               losses, show in parenthesis.)

               Total: $

               Per share based on number of shares outstanding
               before the offering: $                   .

               Per share based upon number of shares outstanding
               after this offering if all securities sold and all
               outstanding options are exercised:  $             .

          (b)  What percentage of the outstanding shares of the
               Company will the investors in this offering have?
               (Assume exercise of options, warrants or rights and
               conversion of convertible securities.)

                    If the maximum is sold:                    %

                    If the minimum is sold:                    %


     7.   (a)  State the dates on which the Company sold or
               otherwise issued securities during the last 12
               months, the amount of such securities sold, the
               number of persons to whom they were sold, any
               relationship of such persons to the Company at the
               time of sale, the price at which they were sold
               and, if not sold for cash, a concise description of
               the consideration:



          (b)  Have securities (including those described in 7(a))
               or options to purchase securities been sold to
               officers, directors, or promoters of the company at
               a substantially lower price than the present
               offering price?    Yes [ ]  No [ ]  See answers to
               questions 28 and 29.

          (c)  Show dilution to shareholders in the present
               offering:

               (i)   Net tangible book value per share before
                     offering is: $               .

               (ii)  Net tangible book value per share after the
                     minimum offering will be: $                .

               (iii) Net tangible book value per share after the
                     maximum offering will be: $     .

               (iv)  Amount of increase in net tangible book value
                     per share as a result of receipt of cash from
                     purchasers in this offering will be $
                     at the minimum offering and $
                     at the maximum offering.

               (v)   For each share purchased in this offering a
                     purchaser will pay $            but will
                     receive a share representing only $
                     in net tangible book value (if the minimum
                     offering is achieved) or $                (if
                     the maximum offering is achieved).  The
                     difference between the amount a purchaser
                     pays for a share and the amount of net
                     tangible book value that share represents is
                     the dilution to the purchaser.  At the
                     minimum offering, dilution per share will be
                     $               ; at the maximum offering
                     dilution per share will be $               .


                            USE OF PROCEEDS
     8.
                                      If Minimum     If Maximum
                                      Sold           Sold


     Total Proceeds:

     Less: Offering Expenses

     Legal & Accounting

     Copying & Advertising

     Other (Specify)

     Net Proceeds from Offering

     Use of Net Proceeds:





     Total Use of Net Proceeds
     Amount




















      %
     100%










     100%







     100%Amount



















             %
     100%










     100%







     100%

     9.   Describe any significant transactions in which proceeds
          of the offering are to be used:



     10.  Indicate whether the Company is having any cash flow or
          liquidity problems and whether or not it is in default
          of any obligation of the Company to make payments.
          Indicate the Company's plans to resolve any such
          problems:



     11.  If the Company anticipates any cash flow problems,
          including the insufficiency of the proceeds of the
          offering to satisfy the Company's cash requirements, in
          the next 12 months, state the source and use of
          additional funds, if any, the company intends to obtain
          to meet its needs:


                                 DEBT

     12.  Indicate the debt of the Company as of the most recent
          practicable date and as adjusted to reflect any
          repayment of debt to be made with the proceeds of this
          offering:

                               Amount Outstanding

     Debt:                         As of:          As Adjusted


     Short-term debt
     (average interest
     rate _____ %)

     Long-term debt
     (average interest
     rate _____ %)

     Total Debt   /  /










                                           Minimum










                                                        Maximum











                       DESCRIPTION OF SECURITIES

     13.  These securities have:
           Yes  No
          [  ] [  ] Cumulative voting rights
          [  ] [  ] Other special voting rights
          [  ] [  ] Preemptive rights to purchase in new issues of
                    shares
          [  ] [  ] Preference as to dividends or interest
          [  ] [  ] Preference upon liquidation
          [  ] [  ] Other special rights or preferences
                    (specify):
                    Explain:
          [  ] [  ] Other special characteristics of stock
                    (specify):
                    Explain:

     14.  Indicate any restrictions on dividends under financing
          arrangements or otherwise:

     15.  Explain the nature of any resale restrictions on the
          shares being offered, and when those restrictions will
          terminate, if this can be determined:



                       PLAN FOR SELLING OFFERING
     16.  List the names of persons at the Company who will sell
          the securities offered herein:

          Name:                       Name:

          Address:                    Address:

          City, State, Zip:           City, State, Zip:


          Telephone No.: (   )        Telephone No.: (   )

     17.  If this offering is limited to a special group or is
          limited to a certain number of individuals  or is
          subject to any other limitations, describe the
          limitations:



     18.  (a)  Name, address and telephone number of independent
               bank, savings, or other similar depository
               institution acting as escrow agent if the proceeds
               are escrowed until minimum proceeds are raised:


          (b)  Date at which funds will be returned by escrow
               agent if minimum proceeds are not raised: .

          (c)  Will interest on proceeds during escrow period be
               paid to investors if the minimum offering amount is
               not raised and the proceeds are refunded to the
               investors?  [ ] Yes  [ ] No

               If yes, explain


                DIVIDENDS, DISTRIBUTION AND REDEMPTIONS

     19.  If the Company has within the last five years paid
          dividends, made distributions upon its stock or redeemed
          any securities, explain how much and when:



               OFFICERS AND KEY PERSONNEL OF THE COMPANY

     20.  Chief Executive Officer:                Title:

          Name:                                         Age:

          Street Address:

          City, State, Zip:

          Telephone No.: (    )

          Name of employers, titles and dates of positions held
          during past five years with an indication of job
          responsibilities:




          Education (degrees, schools, and dates):



          Also a Director of the Company  [ ] Yes  [ ] No

          Indicate amount of time to be spent on Company matters
          if less than full time:


     21.  Chief Operating Officer:                Title:

          Name:                                         Age:

          Street Address:

          City, State, Zip:

          Telephone No.: (    )

          Name of employers, titles and dates of positions held
          during past five years with an indication of job
          responsibilities:




          Education (degrees, schools, and dates):



          Also a Director of the Company  [ ] Yes  [ ] No

          Indicate amount of time to be spent on Company matters
          if less than full time:

          22.  Chief Financial Officer:           Title:

          Name:                                         Age:

          Street Address:

          City, State, Zip:

          Telephone No.: (    )

          Name of employers, titles and dates of positions held
          during past five years with an indication of job
          responsibilities:




          Education (degrees, schools, and dates):



          Also a Director of the Company  [ ] Yes  [ ] No

          Indicate amount of time to be spent on Company matters
          if less than full time:


     23.  Other Key Personnel:

          (A) Name:                                Age:

          Title:

          Street Address:

          City, State, Zip:

          Telephone No.: (    )

          Name of employers, titles and dates of positions held
          during past five years with an indication of job
          responsibilities:




          Education (degrees, schools, and dates):



          Also a Director of the Company  [ ] Yes  [ ] No

          Indicate amount of time to be spent on Company matters
          if less than full time:


          (B) Name:                                Age:

          Title:

          Street Address:

          City, State, Zip:

          Telephone No.: (    )


          Name of employers, titles and dates of positions held
          during past five years with an indication of job
          responsibilities:




          Education (degrees, schools, and dates):



          Also a Director of the Company  [ ] Yes  [ ] No

          Indicate amount of time to be spent on Company matters
          if less than full time:


                       DIRECTORS OF THE COMPANY
     24.  Number of Directors:           .  If Directors are not
          elected annually, or are elected under a voting trust or
          other arrangement, explain:


     25.  Information concerning any Directors not named above:

          (A) Name:                                Age:

          Street Address:

          City, State, Zip:

          Telephone No.: (    )

          Name of employers, titles and dates of positions held
          during past five years with an indication of job
          responsibilities:




          Education (degrees, schools, and dates):



          (B) Name:                                Age:

          Street Address:

          City, State, Zip:

          Telephone No.: (    )



          Name of employers, titles and dates of positions held
          during past five years with an indication of job
          responsibilities:




          Education (degrees, schools, and dates):



          (C) Name:                                Age:

          Street Address:

          City, State, Zip:

          Telephone No.: (    )

          Name of employers, titles and dates of positions held
          during past five years with an indication of job
          responsibilities:




          Education (degrees, schools, and dates):




     26.  (a)  Have any of the Officers or Directors ever worked
               for or managed a company in the same business as
               the Company?  [ ] Yes  [ ] No

               Explain:


          (b)  Indicate whether any of the Officers or Directors
               have ever managed any other company in the start-up
               or development stage and describe the
               circumstances, including relevant dates:



          (c)  If any of the Company's key personnel are not
               employees but are consultants or other independent
               contractors, describe their engagement by the
               Company:



     27.  If a bankruptcy or similar proceeding was filed by or
          against the Company or its Officers, Directors or other
          key personnel, or any partnership in which any of such
          persons was general partner within the past five years,
          or any corporation or business association of which any
          such person was an executive officer within the past
          five years, set forth below the name of such persons,
          and the nature and date of such actions:



                        PRINCIPAL STOCKHOLDERS
     28.  List principal owners of the company (those owning 10%
          or more of any class of shares of the company) starting
          with the largest common stockholder.

     Name:

     Street Address:

     City, State, Zip:

     Telephone No. (    )

     Principal occupation:


     Name:

     Street Address:

     City, State, Zip:

     Telephone No. (    )

     Principal occupation:


     Complete the following table including information on all
     principal stockholders named in the answer to this question
     and on all officers and directors who are stockholders.






          Name







                      Average
                       Price
                        Per
                       Share








                                Class/
                                No. of
                                Shares
                               Now Held









                                         % of
                                         Total





                                                No. of
                                                 Shares
                                               held after
                                                offering,
                                                 if Max.
                                                  Sold









                                                            % of
                                                            Total






     29.  Number of shares beneficially owned by Officers and
          Directors as a group assuming all options and
          convertible securities are converted:

          BEFORE offering:               shares
                         (      % of total outstanding)

          AFTER offering:

          a) Assuming minimum securities sold:            shares
                         (      % of total outstanding)

          b) Assuming maximum securities sold:            shares
                         (      % of total outstanding)

     30.  Explain the nature of any resale restrictions on
          presently outstanding shares, and when those
          restrictions will terminate, if this can be determined:



        MANAGEMENT RELATIONSHIPS, TRANSACTIONS AND REMUNERATION
     31.  (a)  If any of the Officers, Directors, key personnel or
               principal stockholders are related by blood or
               marriage, please describe:


          (b)  If the Company has made loans to or is doing
               business with any of its Officers, Directors, key
               personnel or 10% stockholders, or any of their
               relatives (or any entity controlled by any of such
               persons) in the last two years, or proposes to do
               so within the future, explain:


          (c)  If any of the Company's Officers, Directors, key
               personnel or 10% stockholders has guaranteed or co-
               signed any of the Company's bank debt or other
               obligations, including any indebtedness to be
               retired from the proceeds of this offering, explain
               and state the amounts involved:


     32.  (a)  List all remuneration by the Company to Officers,
               Directors and key personnel for the last fiscal
               year:


     Chief Executive Officer

     Chief Financial Officer

     Chief Operating Officer

     Key Personnel:



     Others:



     Total:

     Directors as a group:
     (number of persons         )

     $













     $

     $
                                           Cash



















     $













     $

     $
                                                         Other




















          (b)  If remuneration is expected to change or has been
               unpaid in prior years, explain:

          (c)  If any employment agreements exist or are
               contemplated, describe:


     33.  Presently outstanding stock purchase agreements,stock
          options, warrants or rights call for the issuance of
                      shares.  State the expiration dates,
          exercise prices and other basic terms for these
          securities and describe any plans to issue further
          options.


                              LITIGATION
     34.  Describe any past, pending or threatened litigation or
          administrative action which has had or may have a
          material effect upon the Company's business, financial
          condition, or operations, and describe effect or
          probable effect:


                          FEDERAL TAX ASPECTS
     35.  If  it is anticipated that any significant tax benefits
          will be available to investors in this offering,
          indicate their nature and amount and the material risks
          of their disallowance.

          Name of Tax Advisor:
          Address:
          City, State, Zip:
          Telephone No. (    )

          Note:  Potential investors are encouraged to have
          their own personal tax consultant contact the tax
          advisor to review details of the tax benefits and
          the extent that the benefits would be available and
          advantageous to the particular investor.


                         MISCELLANEOUS FACTORS
     36.  Describe any other material factors that will or could
          affect the Company or its business and include any other
          information necessary to make any other information in
          this offering circular not misleading or incomplete.


                         FINANCIAL STATEMENTS
     37.  Attach financial statements for the last fiscal year and
          for any interim periods thereafter.


     The Company does hereby agree to provide to investors in this
     offering for five years (or such longer period as required by
     law) hereafter with written financial reports as required by
     WAC 460-46A-165.


                              SIGNATURES
     The Chief Executive and Financial Officers of the Company and
     a majority of the Directors hereby certify that each has made
     diligent efforts to verify the material accuracy and
     completeness of the information herein contained.  By signing
     this Offering Circular, the Chief Executive and Chief
     Financial Officers agree to make themselves, the Company's
     books and records, and a set of the exhibits to this Offering
     Circular, available to each investor prior to the time of
     investment, and to respond to questions and otherwise confirm
     the information contained herein prior to the making of any
     investment by such investor.


     Chief Executive Officer:                Directors:

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     Title:                        |
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     Chief Financial Officer:      |
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     Title:                        |
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