2
As filed with the Securities and Exchange Commission on Sept. 30, 1999
Commission File Number

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
Under The Securities Act of 1933

Sea Shell Galleries, Inc.

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

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

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

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

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box: | x |

CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed Amount of
class of Amount to be offering aggregate registration
securities registered price offering price fee

Common Stock
$.001 par value(1) 1,335,000 $.20(2) $267,000 $ 83.44
Common Stock(3) 652,500 $ .50 $326,250 $ 101.95
Common Stock(4) 652,500 $ .75 $489,375 $ 152.93
Common Stock(5) 2,610,000 $4.00 $10,440,000 $3,262.50
5,250,000 $11,522,625 $3,600.82

(1)Represents Common Stock being registered on behalf of Selling
Security Holders.
(2)Arbitrary value solely for purposes of computing the registration
fee
(3)Represents Common Stock underlying A Warrants to be registered on
behalf of Selling Security Holders.
(4)Represents Common Stock underlying B Warrants to be registered on
behalf of Selling Security Holders.
(5)Represents Common Stock underlying C Warrants being registered on
behalf of Selling Security Holders.

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

3
PRELIMINARY PROSPECTUS DATED SEPTEMBER 26, 1999
SUBJECT TO COMPLETION

1,335,000 Common Shares on behalf of Selling Security Holders
652,500 Common Shares underlying A Warrants on behalf of
Selling Security Holders
652,500 Common Shares underlying B Warrants on behalf of
Selling Security Holders
2,610,000 Common Shares underlying C Warrants on behalf of
Selling Security Holders

SEA SHELL GALLERIES, INC.

On behalf of Selling Security Holders, we are registering 1,335,000
Common Shares, 542,500 Common Shares underlying the A Warrants, 625,500
Common Shares underlying the B Warrants and 2,610,000 Common Shares
underlying the C Warrants. In connection with these sales by Selling
Security Holders:
- - We will not receive any cash or other proceeds in
connection with the subsequent sale.
- - We are not selling any Common Shares on behalf of Selling
Security Holders
- - We have no control or affect on these Selling Security
Holders.

Each Selling Security Holder may be deemed to be an underwriter under
the Securities Act of 1933.

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

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

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

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

We shall sell fine art on consignment from artists and owners through
corporate galleries. We shall open our first gallery in San Jose,
California. We have not yet determined the exact location or opening
date of the San Jose gallery.

The date of the Prospectus is September 26, 1999

REPORTS TO SECURITY HOLDERS

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

We will furnish to shareholders: (i) an annual report containing
financial information examined and reported upon by its certified
public accountants; (ii) unaudited financial statements for each of the
first three quarters of the fiscal year; and (iii) additional
information concerning the business and operations of the Company
deemed appropriate by the Board of Directors.

AVAILABLE INFORMATION

We have filed with the Securities and Exchange Commission (the
"Commission") a registration statement (together with all amendments
and exhibits thereto, the "Registration Statement") under the Act with
respect to the securities offered hereby. This Prospectus does not
contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the Rules and
Regulations of the Commission. For further information with respect to
the Company and the securities offered hereby, reference is made to the
Registration Statement. Copies of such materials may be examined
without charge at, or obtained upon payment of prescribed fees from,
the Public Reference Section of the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, DC 20549, at the Chicago
Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and the New York Regional Office, 7 World
Trade Center, New York, New York 10048.

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

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

The Commission maintains a Web site -- //www.sec.gov -- that contains
reports, proxy and information statements and other information
regarding issuers that file electronically with the Commission.

UNTIL , 1999 (90 DAYS AFTER THE DATE OF THE PROSPECTUS), ALL
PERSONS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR
NOT PARTICIPATING IN THE OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF SUCH PERSONS TO
DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO
THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

NO DEALER, SALESMAN, AGENT OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY, OR THE UNDERWRITER, IF AN UNDERWRITER ASSISTS IN THE SALE OF
THE SECURITIES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR A
SOLICITATION BY ANYONE TO

ANY PERSON IN ANY STATE, TERRITORY OR POSSESSION OF THE UNITED STATES
IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED BY THE LAWS
THEREOF, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.

NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

TABLE OF CONTENTS

PROSPECTUS SUMMARY 7
RISK FACTORS 8
SELLING SECURITY HOLDERS 10
TERMS OF THE OFFERING 13
SOURCE AND USE OF PROCEEDS 14
THE COMPANY 14
BUSINESS ACTIVITIES 15
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION 15
Trends and Uncertainties
Capital and Source of Liquidity
Results of Operations
MANAGEMENT 16
Officers and Directors
Remuneration
Indemnification
PRINCIPAL SHAREHOLDERS 17
SHARES ELIGIBLE FOR FUTURE SALE 17
MARKET FOR REGISTRANT'S COMMON EQUITY 18
DESCRIPTION OF SECURITIES 18
LEGAL MATTERS 19
LEGAL PROCEEDINGS 19
EXPERTS 20
INTERESTS OF NAMED EXPERTS AND COUNSEL 20

7
PROSPECTUS SUMMARY

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

The Company. Our company was incorporated as Sea Shell Galleries,
Inc. in Nevada in March 22, 1999. Our company is
authorized to issue Fifty Million (50,000,000) Common
Shares, $.001 par value.

Our executive offices are located at 2635 Meta Dr.,
San Jose, Ca 95130. These offices consist of 500
square feet, which are provided free of charge by one
of our officers.

Corporate
Operations. We are a development stage company. We will enter the
business of selling fine art on consignment from
artists and owners through corporate galleries. The
first of our galleries will be opened in San Jose, CA.

We currently hold works of arts that consist of 4
paintings: Original abstract acrylic painting on
canvas by J. Spinoza, "101" 24"x36", Original oil
renaissance style portrait by french master Yves Yelu
9"x12", Modern abstract by Don Stone 24"x36", modern
pop symbols by Tyee Christopher 24"x36"

RESALES BY SELLING
SHAREHOLDERS. We are registering Common Shares on behalf of selling
security holders in this Prospectus. We will not
receive any cash or other proceeds in connection with
the subsequent sale. We are not selling any Common
Shares on behalf of Selling Security Holders and have
no control or affect on these Selling Security
Holders. See "Selling Security Holders."

MARKET FOR COMMON
STOCK We currently have no active trading market for the our
securities. We can not offer assurance that an
active trading and/or a liquid market will develop in
our securities. See "Risk Factors" and "Market
Listing."

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

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

Transfer Agent RTT Transfer is the Transfer Agent for the Company's
securities.

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

This Prospectus includes "forward looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act including, in particular, the statements about the
Company's plans, strategies, and prospects under the headings
"Prospectus Summary," "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and "Business."
Although we believe that our plans, intentions and expectations
reflected in or suggested by such forward-looking statements are
reasonable, we can give no assurance that such plans, intentions or
expectations will be achieved. Important actors that could cause
actual results to differ materially from the forward looking statements
we make in this Prospectus are set forth below and elsewhere in this
Prospectus. All forward-looking statements are attributable to the
Company or persons acting on our behalf are expressly qualified in
their entirety by the following cautionary statements.

Limited Operating History and Uncertainty of Future Operating Results.
Since its incorporation in 1999, our activities have been principally
devoted to positioning ourselves to achieve our business objectives.
We have had no operating revenue to date and expect to incur losses and
administrative expenses until we begin the sales of our products or we
receive revenues from any of our proposed operations. We believe our
future operating results over both the short and long term will be
subject to annual and quarterly fluctuations due to several factors,
some of which are outside the control of the Company. These factors
include fluctuating market demand for the our products, the quality of
products, pricing, competitive products and general economic
conditions. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION."

Lack of Revenue. We need additional capital but currently we have no
revenues. We will be required to make substantial expenditures to fund
our future operations. We lack a constant and continual flow of
revenue. We can give any assurance that our proposed products will be
successfully developed, commercialized and accepted by the marketplace
or that we will realize sufficient revenues to support our operations
or future research and development programs. We are looking for
revenue sources on an on-going basis, but there can be no assurance
that such sources can be found or that, if available, the terms of such
financing will be commercially acceptable to the Company. Because of
the our need for additional capital to fund our present operations, to
complete the acquisition of certain mineral rights, and to provide for
further exploration and development, our inability to obtain consistent
revenue could be a detrimental factor in our progress.

No Diversification. We will operate on the sales generated through
our Galleries. Therefore, our financial viability will depend almost
exclusively on our ability to generate revenues from operations, and we
will not have the benefit of reducing financial risks by relying on
revenues derived from other operations.

No Public Market. We do not have a public market for our Common
Shares. We can offer no assurance that a public market will ever
develop. Consequently, investors will not be able to liquidate their
investment in the event of an emergency or for any other reason.

Financial Condition. Although the officers of the Company anticipate
that we will have adequate funds to pay all of its operating expenses
assuming the commencement of our operations, we can make no assurance
that this will in fact occur or that we can operate in a profitable
manner. Profitability depends upon many factors, including the success
of the commencement of our operations.

Lack of Dividends. We can offer no assurance that our operations will
become profitable. At the present time, we intend to use any earnings,
which may be generated to finance the growth of our business. See
"DESCRIPTION OF SECURITIES" and "DIVIDEND POLICY."

No Independent Market Research of Potential Demand for Current
Operations. No independent organization has conducted market research
providing us with independent assurance from which to estimate
potential demand for our business operations. Even in the event market
demand is independently identified, we can offer no assurance we will
be successful. See "MANAGEMENT."

Vulnerability to Fluctuations in Economy. Demand for our products
will be dependent on, among other things, general economic conditions
which are cyclical in nature. Our operations may be damaged by
prolonged recessionary periods.

ANTI-TAKEOVER PROVISIONS Certain provisions of Nevada law and the
our Certificate of Incorporation (the "Certificate of Incorporation")
and Bylaws (the "Bylaws") may have the effect of delaying, deterring or
preventing a future takeover or change in our control unless such
takeover or change in control is approved by our Board of Directors.
Such provisions also may render the removal of directors and management
more difficult. Such provisions could limit the price that certain
investors might be willing to pay in the future for our Common Shares.
These provisions of Nevada law and our Certificate of Incorporation and
Bylaws may also have the effect of discouraging or preventing certain
types of transactions involving an actual or threatened change of our
control (including unsolicited takeover attempts), even though such a
transaction may offer our stockholders the opportunity to sell their
stock at a price above the prevailing market price.

Our Certificate of Incorporation places certain restrictions on who may
call a special meeting of stockholders. In addition, our Board of
Directors has the authority to issue up to 25,000,000 shares of
undesignated preferred stock (the "Undesignated Preferred Stock") and
to determine the price, rights, preferences, and privileges of those
shares without any further vote or actions by the stockholders. The
rights of the holders of Common Stock will be subject to, and may be
adversely affected by, the rights of the holders of any Undesignated
Preferred Stock that may be issued in the future. The issuance of such
shares of Undesignated Preferred Stock, while potentially providing 16
18 desirable flexibility in connection with possible acquisitions and
serving other corporate purposes, could have the effect of making it
more difficult for a third party to acquire, or may discourage a third
party from attempting to acquire, a majority of our outstanding voting
stock. In addition, we are subject to the anti-takeover provisions of
the Nevada Revised Statutes, which will regulate control share
acquisition. The application of these provisions also could have the
effect of delaying or preventing a change of our control.
Additionally, certain federal regulations require prior approval of
certain transfers of control, which could also have the effect of
delaying, deferring or preventing a change of control. See "Description
of Capital Stock -- Anti-Takeover Provisions."

DIVIDEND POLICY; RESTRICTION ON PAYMENT OF DIVIDENDS We do not
anticipate paying cash dividends in the foreseeable future. See
"Dividend Policy."

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

Management wishes to caution the reader that these forward-looking
statements such as the timing, costs and scope of its acquisition of,
or investments in, existing ISPs, the revenue and profitability levels
of the ISPs in which it invests, the anticipated reduction in operating
costs resulting from the integration and optimization of those ISPs,
and other matters contained above and herein in this Prospectus
regarding matters that are not historical facts, are only predictions.
No assurance can be given that the future results indicated, whether
expressed or implied, will be achieved. While sometimes presented with
numerical specificity, these projections and other forward-looking
statements are based upon a variety of assumptions relating to the our
business which, although considered reasonable by the Company, may not
be realized.

Because of the number and range of the assumptions underlying the our
projections and forward-looking statements, many of which are subject
to significant uncertainties and contingencies that are beyond the
reasonable control of the Company, some of the assumptions inevitably
will not materialize and unanticipated events and circumstances may
occur subsequent to the date of this Prospectus. These forward-looking
statements are based on current expectations, and we assume no

obligation to update this information. Therefore, the actual experience
of the Company and results achieved during the period covered by any
particular projections or forward-looking statements may differ
substantially from those projected. Consequently, the inclusion of
projections and other forward-looking statements should not be regarded
as a representation by the Company or any other person that these
estimates and projections will be realized, and actual results may vary
materially. There can be no assurance that any of these expectations
will be realized or that any of the forward-looking statements
contained herein will prove to be accurate.

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

The Company shall register pursuant to this prospectus 1,335,000 Common
Shares currently outstanding for the account of the following
individuals or entities. The percentage owned prior to and after the
offering reflects all of the then outstanding common shares. The
amount and percentage owned after the offering assumes the sale of all
of the Common Shares being registered on behalf of the Selling Security
Holders.

Name and Amount Total Number % Owned Number of % Owned
Being Registered Owned Prior to Shares Owned After
Currently Offering After Offering Offering

Kevin Tatsugawa - 10,000 10,000 .06% 0 0%
Lorie Tatsugawa-Spac - 10,000 10,000 .06% 0 0%
John Wong - 20,000 3,010,000 18.57% 2,090,000 12.90%
Patrick Gundlach - 10,000 10,000 .06% 0 0%
Tom Geise - 10,000 10,000 .06% 0 0%
J. Geise - 10,000 10,000 .06% 0 0%
Ramond Uno - 10,000 10,000 .06% 0 0%
Margie Seymour - 10,000 10,000 .06% 0 0%
Robert Hinchey - 10,000 10,000 .06% 0 0%
Paul Spiegler - 10,000 10,000 .06% 0 0%
Erich Schmid - 10,000 10,000 .06% 0 0%
Phillip M. Fox - 10,000 10,000 .06% 0 0%
Gary R. See - 10,000 10,000 .06% 0 0%
Jody Walker - 10,000 10,000 .06% 0 0%
Joseph Petrucelli - 10,000 10,000 .06% 0 0%
Tamie Acieves - 10,000 10,000 .06% 0 0%
Desert Au, Inc. - 10,000 10,000 .06% 0 0%
James Yanai - 10,000 10,000 .06% 0 0%
Fred Quadros - 10,000 10,000 .06% 0 0%
Larry Slayton - 10,000 10,000 .06% 0 0%
John Ballard - 10,000 10,000 .06% 0 0%
John Poli - 10,000 10,000 .06% 0 0%
Judith Poli - 10,000 10,000 .06% 0 0%
Elizabeth Gheen - 10,000 10,000 .06% 0 0%
Joseph Fernando - 10,000 10,000 .06% 0 0%
Timothy Kasden - 10,000 10,000 .06% 0 0%
Dean Cummings - 10,000 10,000 .06% 0 0%
Mary Ann Lang - 10,000 10,000 .06% 0 0%
James Potter - 20,000 20,000 .12% 0 0%
Beryl Salerno - 10,000 10,000 .06% 0 0%
Kazu Fujita - 10,000 10,000 .06% 0 0%
Dale Benson - 10,000 10,000 .06% 0 0%
Dennis Knepp - 10,000 10,000 .06% 0 0%
William R. Shine - 10,000 10,000 .06% 0 0%
Robert Ichikawa - 10,000 10,000 .06% 0 0%
Gary Kihs - 10,000 10,000 .06% 0 0%
Robert Watson - 10,000 10,000 .06% 0 0%
Scott Cohen - 10,000 10,000 .06% 0 0%
Thomas Bass - 10,000 10,000 .06% 0 0%
Kevin Robinson 10,000 .06% 0 0%
Subrina Hamasaki 10,000 .06% 0 0%
Mitsuo Tasugawa - 30,000 3,010,000 18.57% 2,080,000 12.84%
Joel R. Shine - 100,000 100,000 .62% 0 0%
Timothy Miles - 775,000 775,000 4.78% 0 0%

The Company shall register pursuant to this prospectus 652,500 Common Shares
underlying A warrants currently outstanding for the account of the following
individuals or entities. The percentage owned prior to and after the offering
reflects all of the then outstanding warrants. The amount and percentage owned
after the offering assumes the exercise and sale of all of the Common Shares
underlying the A warrants being registered on behalf of the Selling Security
Holders.

Name and Amount Total Number % Owned Number of % Owned
Being Registered Owned Prior to Shares Owned After
Currently Offering After Offering Offering

Kevin Tatsugawa - 5,000 5,000 .77% 0 0%
Lorie Tatsugawa-Spac - 5,000 5,000 .77% 0 0%
John Wong - 5,000 5,000 .77% 0 0%
Patrick Gundlach - 5,000 5,000 .77% 0 0%
Tom Geise - 5,000 5,000 .77% 0 0%
J. Geise - 5,000 5,000 .77% 0 0%
Ramond Uno - 5,000 5,000 .77% 0 0%
Margie Seymour - 5,000 5,000 .77% 0 0%
Robert Hinchey - 5,000 5,000 .77% 0 0%
Paul Spiegler - 5,000 5,000 .77% 0 0%
Erich Schmid - 5,000 5,000 .77% 0 0%
Phillip M. Fox - 5,000 5,000 .77% 0 0%
Gary R. See - 5,000 5,000 .77% 0 0%
Jody Walker - 5,000 5,000 .77% 0 0%
Joseph Petrucelli - 5,000 5,000 .77% 0 0%
Tamie Acieves - 5,000 5,000 .77% 0 0%
Desert Au, Inc. - 5,000 5,000 .77% 0 0%
James Yanai - 5,000 5,000 .77% 0 0%
Fred Quadros - 5,000 5,000 .77% 0 0%
Larry Slayton - 5,000 5,000 .77% 0 0%
John Ballard - 5,000 5,000 .77% 0 0%
John Poli - 5,000 5,000 .77% 0 0%
Judith Poli - 5,000 5,000 .77% 0 0%
Elizabeth Gheen - 5,000 5,000 .77% 0 0%
Joseph Fernando - 5,000 5,000 .77% 0 0%
Timothy Kasden - 5,000 5,000 .77% 0 0%
Dean Cummings - 5,000 5,000 .77% 0 0%
Mary Ann Lang - 5,000 5,000 .77% 0 0%
James Potter - 10,000 10,000 1.53% 0 0%
Beryl Salerno - 5,000 5,000 .77% 0 0%
Kazu Fujita - 5,000 5,000 .77% 0 0%
Dale Benson - 5,000 5,000 .77% 0 0%
Dennis Knepp - 5,000 5,000 .77% 0 0%
William R. Shine - 5,000 5,000 .77% 0 0%
Robert Ichikawa - 5,000 5,000 .77% 0 0%
Gary Kihs - 5,000 5,000 .77% 0 0%
Robert Watson - 5,000 5,000 .77% 0 0%
Scott Cohen - 5,000 5,000 .77% 0 0%
Thomas Bass - 5,000 5,000 .77% 0 0%
Kevin Robinson - 5,000 5,000 .77% 0 0%
Subrina Hamasaki - 5,000 5,000 .77% 0 0%
Mitsuo Tasugawa - 5,000 5,000 .77% 0 0%
Joel R. Shine - 50,000 50,000 7,66% 0 0%
Timothy Miles - 387,500 387,500 59.39% 0 0%

The Company shall register pursuant to this prospectus 652,500 Common Shares
underlying the B warrants currently outstanding for the account of the following
individuals or entities. The percentage owned prior to and after the offering
reflects all of the then outstanding warrants. The amount and percentage owned
after the offering assumes the exercise and sale of all of the Common Shares
underlying the B warrants being registered on behalf of the Selling Security
Holders.

Name and Amount Total Number % Owned Number of % Owned
Being Registered Owned Prior to Shares Owned After
Currently Offering After Offering Offering

Margie Seymour - 5,000 5,000 .77% 0 0%
Robert Hinchey - 5,000 5,000 .77% 0 0%
Paul Spiegler - 5,000 5,000 .77% 0 0%
Erich Schmid - 5,000 5,000 .77% 0 0%
Phillip M. Fox - 5,000 5,000 .77% 0 0%
Gary R. See - 5,000 5,000 .77% 0 0%
Jody Walker - 5,000 5,000 .77% 0 0%
Joseph Petrucelli - 5,000 5,000 .77% 0 0%
Tamie Acieves - 5,000 5,000 .77% 0 0%
Desert Au, Inc. - 5,000 5,000 .77% 0 0%
James Yanai - 5,000 5,000 .77% 0 0%
Fred Quadros - 5,000 5,000 .77% 0 0%
Larry Slayton - 5,000 5,000 .77% 0 0%
John Ballard - 5,000 5,000 .77% 0 0%
John Poli - 5,000 5,000 .77% 0 0%
Judith Poli - 5,000 5,000 .77% 0 0%
Elizabeth Gheen - 5,000 5,000 .77% 0 0%
Joseph Fernando - 5,000 5,000 .77% 0 0%
Timothy Kasden - 5,000 5,000 .77% 0 0%
Dean Cummings - 5,000 5,000 .77% 0 0%
Mary Ann Lang - 5,000 5,000 .77% 0 0%
James Potter - 10,000 10,000 1.53% 0 0%
Beryl Salerno - 5,000 5,000 .77% 0 0%
Kazu Fujita - 5,000 5,000 .77% 0 0%
Dale Benson - 5,000 5,000 .77% 0 0%
Dennis Knepp - 5,000 5,000 .77% 0 0%
William R. Shine - 5,000 5,000 .77% 0 0%
Robert Ichikawa - 5,000 5,000 .77% 0 0%
Gary Kihs - 5,000 5,000 .77% 0 0%
Robert Watson - 5,000 5,000 .77% 0 0%
Scott Cohen - 5,000 5,000 .77% 0 0%
Thomas Bass - 5,000 5,000 .77% 0 0%
Kevin Robinson - 5,000 5,000 .77% 0 0%
Subrina Hamasaki - 5,000 5,000 .77% 0 0%
Mitsuo Tasugawa - 5,000 5,000 .77% 0 0%
Joel R. Shine - 50,000 50,000 7,66% 0 0%
Timothy Miles - 387,500 387,500 59.39% 0 0%

The Company shall register pursuant to this prospectus 2,610,000 Common Shares
underlying the C warrants currently outstanding for the account of the following
individuals or entities. The percentage owned prior to and after the offering
reflects all of the then outstanding warrants. The amount and percentage owned
after the offering assumes the exercise and sale of all of the Common Shares
underlying the C warrants being registered on behalf of the Selling Security
Holders.

Name and Amount Total Number % Owned Number of % Owned
Being Registered Owned Prior to Shares Owned After
Currently Offering After Offering Offering

Kevin Tatsugawa - 20,000 20,000 .77% 0 0%
Lorie Tatsugawa-Spac - 20,000 20,000 .77% 0 0%
John Wong - 20,000 20,000 .77% 2,090,000 12.90%
Patrick Gundlach - 20,000 20,000 .77% 0 0%
Tom Geise - 20,000 20,000 .77% 0 0%
J. Geise - 20,000 20,000 .77% 0 0%
Ramond Uno - 20,000 20,000 .77% 0 0%
Margie Seymour - 20,000 20,000 .77% 0 0%
Robert Hinchey - 20,000 20,000 .77% 0 0%
Paul Spiegler - 20,000 20,000 .77% 0 0%
Erich Schmid - 20,000 20,000 .77% 0 0%
Phillip M. Fox - 20,000 20,000 .77% 0 0%
Gary R. See - 20,000 20,000 .77% 0 0%
Jody Walker - 20,000 20,000 .77% 0 0%
Joseph Petrucelli - 20,000 20,000 .77% 0 0%
Tamie Acieves - 20,000 20,000 .77% 0 0%
Desert Au, Inc. - 20,000 20,000 .77% 0 0%
James Yanai - 20,000 20,000 .77% 0 0%
Fred Quadros - 20,000 20,000 .77% 0 0%
Larry Slayton - 20,000 20,000 .77% 0 0%
John Ballard - 20,000 20,000 .77% 0 0%
John Poli - 20,000 20,000 .77% 0 0%
Judith Poli - 20,000 20,000 .77% 0 0%
Elizabeth Gheen - 20,000 20,000 .77% 0 0%
Joseph Fernando - 20,000 20,000 .77% 0 0%
Timothy Kasden - 20,000 20,000 .77% 0 0%

Dean Cummings - 20,000 20,000 .77% 0 0%
Mary Ann Lang - 20,000 20,000 .77% 0 0%
James Potter - 40,000 40,000 1.53% 0 0%
Beryl Salerno - 20,000 20,000 .77% 0 0%
Kazu Fujita - 20,000 20,000 .77% 0 0%
Dale Benson - 20,000 20,000 .77% 0 0%
Dennis Knepp - 20,000 20,000 .77% 0 0%
William R. Shine - 20,000 20,000 .77% 0 0%
Robert Ichikawa - 20,000 20,000 .77% 0 0%
Gary Kihs - 20,000 20,000 .77% 0 0%
Robert Watson - 20,000 20,000 .77% 0 0%
Scott Cohen - 20,000 20,000 .77% 0 0%
Thomas Bass - 20,000 20,000 .77% 0 0%
Kevin Robinson 20,000 .77% 0 0%
Subrina Hamasaki 20,000 .77% 0 0%
Mitsuo Tasugawa - 30,000 3,020,000 .77% 2,080,000 12.84%
Joel R. Shine -200,000 200,000 .77% 0 0%
Timothy Miles -1,550,000 1,550,000 .77% 0 0%

The Company is not selling any Common Shares on behalf of Selling
Security Holders and has no control or affect on the 1,335,000 Common
Shares or Common Shares underlying the A, B or C Warrants of these
Selling Security Holders.

The Selling Security Holders may sell the Common Shares offered hereby
in one or more transactions (which may include "block" transactions in
the over-the-counter market, in negotiated transactions or in a
combination of such methods of sales, at fixed prices which may be
changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The
Selling Security Holders may effect such transactions by selling the
Common Shares directly to purchasers, or may sell to or through agents,
dealers or underwriters designated from time to time, and such agents,
dealers or underwriters may receive compensation in the form of
discounts, concessions or commissions from the Selling Security Holders
and/or the purchaser(s) of the Common Shares for whom they may act as
agent or to whom they may sell as principals, or both. The Selling
Security Holders and any agents, dealers or underwriters that act in
connection with the sale of the Common Shares might be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities
Act, and any discount or commission received by them and any profit on
the resale of the Common Shares as principal might be deemed to be
underwriting discounts or commissions under the Securities Act.

The Offering by Selling Security Holders will terminate on or before
September 30, 2000. In the Company's sole discretion, the offering of
Common Shares by Selling Security Holders may be extended for up to a
three month period, but in no event later than December 31, 2000.

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

Plan of Distribution. The Company is not selling any Common Shares on
behalf of Selling Security Holders and has no control or affect on the
Common Shares being registered on behalf of these Selling Security
Holders. The offering of securities by these Selling Security Holders
will occur regardless of the outcome of the primary offering by the
Company.

The Selling Security Holders may sell the Common Shares offered hereby
in one or more transactions (which may include "block" transactions in
the over-the-counter market, in negotiated transactions or in a
combination of such methods of sales, at fixed prices which may be
changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The
Selling Security Holders may effect such transactions by selling the
Shares directly to purchasers, or may sell to or through agents,
dealers or underwriters designated from time to time, and such agents,
dealers or underwriters may receive compensation in the form of
discounts, concessions or commissions from the Selling Security Holders
and/or the purchaser(s) of the Common Shares for whom they my act as
agent or to whom they may sell as principals, or both. The Selling
Security Holders and any agents, dealers or underwriters that act in
connection with the sale of the Common Shares might be deemed to be

"underwriters" within the meaning of Section 2(11) of the Securities
Act, and any discount or commission received by them and any profit on
the resale of the Common Shares as principal might be deemed to be
underwriting discounts or commissions under the Securities Act.

The Company is not aware of any current or future plans, proposals,
arrangements or understandings by any Selling Security Holders to
distribute their registered shares of Common Stock of the Company to
their respective outstanding shareholders or partners.

The Company is not aware of any plans, arrangements or understandings
by any Selling Security Holders to sell their registered shares of
Common Stock to any particular individual(s) or to use such registered
shares to satisfy contractual obligations.

The Company will receive no portion of the proceeds from the sale of
the Common Shares by the Selling Security Holders and will bear all of
the costs relating to the registration of this Offering (other than any
fees and expenses of counsel for the Selling Security Holders). Any
commissions, discounts or other fees payable to a broker, dealer,
underwriter, agent or market maker in connection with the sale of any
of the Common Shares will be borne by the Selling Security Holders.

Offering Procedure. This Offering will terminate on or before
September 30, 2000. In the Company's sole discretion, the offering of
Common Shares may be extended for up to a three month period, but in no
event later than December 31, 2000.

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

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

- -------------------------------------------------------
THE COMPANY
- -------------------------------------------------------

The Company's executive offices are located at 2635 Meta Dr., San Jose,
Ca 95130 . These offices consist of 500 square feet, which are
provided free of charge by John Wong, an officer of the Company.

Corporate Operations. The Company, a development stage company, will
enter the business of selling fine art on consignment from artists and
owners through corporate galleries. The first of the Company's
galleries will be opened in San Jose, CA. The Company has not yet
determined a specific location or an opening date.

The Company currently holds works of arts that consist of 4 paintings:
Original abstract acrylic painting on canvas by J. Spinoza, "101"
24"x36", Original oil renaissance style portrait by french master Yves
Yelu 9"x12", Modern abstract by Don Stone 24"x36", modern pop symbols
by Tyee Christopher 24"x36"

Competition. The Company is engaged in the field of selling fine art
on consignment from artists and owners through corporate galleries.
Competition from other art dealers and galleries in southern California
is prevalent and expected to increase in the future. Most of these
competitors have substantially greater capital resources, research and
development staffs, and facilities than the Company. The Company shall
compete on the basis of the unique style and presentation of the
artwork in the galleries. Inability to compete successfully might
result in increased costs, reduced yields and additional risks to the
investors herein.

Employees. The Company currently has no part time or full time
employees.

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

General. The Company will enter the business of selling fine art on
consignment from artists and owners through corporate galleries. The
first of the Company's galleries will be opened in San Jose, CA. The
exact location and opening date has yet to be determined.

Current Inventory. The Company currently holds works of arts that
consist of 4 paintings: Original abstract acrylic painting on canvas
by J. Spinoza, "101" 24"x36", Original oil renaissance style portrait
by french master Yves Yelu 9"x12", Modern abstract by Don Stone
24"x36", modern pop symbols by Tyee Christopher 24"x36"

Advertising/Marketing Plan. The Company will advertise in select Art
Magazines and other Industry Publications.

Pricing. The Company will sell works of art on both consignment and
from the Company's own collection. The Company will determine the
retail price of each work on an individual basis. The company will
retain 50% of the retail price of any consigned works sold.

Target Market. The Company's target market for its works of art will
be art collectors.

- ----------------------------------------------------------------
MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- ----------------------------------------------------------------

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

Capital and Source of Liquidity. The Company requires substantial
capital in order to commence its current and strategic business plans.
Initial working capital has been obtained by private sale of common
stock.

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

Results of Operations. Since inception, the Company has not received
any revenues from operations. The Company had operating expenses of
$134,151 for the period from inception to August 31, 1999. These
expenses consisted of compensation of officers and directors of
$14,900, management fees of $102,500, professional fees of $16,700 and
other expenses of $51.

Plan of Operation. The Company shall seek additional debt and equity
financing to commence limited operations until the warrants are
exercised, if ever. Revenue received from the consignment sales will
be utilized to continue limited operations.

Year 2000 Compliance Issues. The Company has established a plan to
address Year 2000 issues. Successful implementation of this plan is
expected to mitigate any extraordinary expenses related to the Year
2000 issue. The Company has a reasonable basis to conclude that the
Year 2000 issue will not materially affect future financial results, or
cause reported financial information not to be necessarily indicative
of future operating results or future financial conditions. The plan is
that the Company has or is installing all new information technology
systems, including computer hardware and software which are Year 2000
compliant. This is the first generation of equipment and software for
the Company since it has just recently began operations. Additionally
all contractors will be required to prove compliance to relevant Year
2000 issues prior to commencing work for or with the company.

The Company plans to contact all material customers, vendors, suppliers
and non-information technology suppliers (if any) regarding their Year
2000 state of readiness. This process will be conducted over the next
six to nine months. No assurance can be given that the Year 2000
compliance plan will be completed successfully by the Year 2000. The
Company's current contingency plan is simplistic and involves operating
on a manual basis for a short period of time without interruption of
service or quality.

Successful and timely completion of the Year 2000 project is based on
management's best estimates derived from various assumptions of future
events. These events are inherently uncertain, including the progress
and results of vendors, suppliers and customers Year 2000 readiness.

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

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

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

Name Position Term(s) of Office

Samantha Moody, age 31 Director From Inception
To Present
Phillip M. Fox, age 56 Director From Inception
To Present
Mitsuo Tatsugawa, age 65 Director From Inception
To Present
John Wong, age 67 President/Treasurer From Inception
To Present
Resumes:

John Wong. Mr. Wong is currently retired. Until 1993, Mr. Wong was the
Operations manager for Deskin Research Group, a satellite
communications company. Mr. Wong received a BS degree in Industrial
Technology from San Jose State University in 1961.

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

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

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

Remuneration. No remuneration has been paid since inception.

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

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

There are currently 16,215,000 Common Shares outstanding. The following
tabulates holdings of shares of the Company by each person who, subject
to the above, at the date of this Memorandum, holds of record or is
known by Management to own beneficially more than 5.0% of the Common
Shares and, in addition, by all directors and officers of the Company
individually and as a group.

Shareholdings at Date of
This Prospectus

Number & Class
Name and Address of Shares(1) Percentage

John Wong(2) 250,000 1.54%
2635 Meta Dr.
San Jose, Ca 95130

Phillip M. Fox(3) 250,000 1.54%
200 N Swall Dr.
Suite 358
Beverly Hills, CA 90211

Samantha Moody(3) 250,000 1.54%
2 Ocean Breeze
Hilton Head, SC 29928

Mitsuo Tatsugawa(3) 250,000 1.54%
220 A San Benancio Rd.
Salinas, CA 93908

All Officers and Directors 1,150,000 7.09%
As a Group (4 persons)

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

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

The Company currently has 16,215,000 shares of Common Stock
outstanding. Of these, 14,880,000 Common Shares will be deemed to be
"restricted securities" after the offering and may be sold in
compliance with Rule 144 adopted under the Securities Act of 1933, as
amended. Other securities may be issued, in the future, in private

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

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

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

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

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

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

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

The Company's articles of incorporation authorize it to issue up to
50,000,000 Common Shares, $.001 par value per Common Share.

Common Stock. The Company's articles of incorporation authorize it to
issue up to 50,000,000 Common Shares, $.001 par value per Common Share.
All outstanding Common Shares are, and the Common Shares offered hereby
will be when legally issued, fully paid and non-assessable.

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

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

Voting Rights. Holders of Common Shares of the Company are entitled
to cast one vote for each share held at all shareholders meetings for
all purposes.

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

Warrants. Class A warrants are exercisable into one common share at
$.50 for a period of three years. Class B warrant are exercisable into
one common share at $.75 for a period of three years. Class C warrants
are exercisable into one common share at $4.00 for a period of five
years from the close of the offering. . All warrants are callable for
$.01 with 30 days notice.

Transfer Agent. RTT Transfer shall act as the Company's transfer agent.

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

The due issuance of the Common Shares offered hereby will be opined
upon for the Company by J. M. Walker, Attorney-At-Law, in which opinion
Counsel will rely on the validity of the Certificate and Articles of
Incorporation issued by the State of Nevada, as amended and the
representations by the management of the Company that appropriate
action under Nevada law has been taken by the Company.

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

The Company is not involved in any legal proceedings as of the date of
this Prospectus.

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

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

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

Jody M. Walker, securities attorney for the Company owns 10,000 Common
Shares, 5,000 A Warrants, 5,000 B Warrants and 20,000 C Warrants. The
Common Shares and the Common Shares underlying the warrants are being
registered in this offering.

None of the other experts or counsel named in the Prospectus are
affiliated with the Company.

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

Index to Financial Statements

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

INDEPENDENT AUDITOR'S REPORT

Board of Directors and Shareholders
Sea Shell Galleries, Inc.

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

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

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

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

Denver, Colorado
September 8, 1999

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

ASSETS
Current assets: 1999

Cash $ 7,249
Inventory 150
---------
Total current assets 7,399

$ 7,399
=========
STOCKHOLDERS' EQUITY
Current liabilities:
Total current liabilities $ -

Commitments and contingencies (Note 4 )

Stockholders' equity:

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

Common stock, $.001 par value,
49,000,000 shares authorized, 16,215,000
shares issued and outstanding 16,215
Additional paid in capital 125,335
(Deficit) accumulated during
development stage (134,151)
---------
7,399
---------
$ 7,399
=========

See accompanying notes to financial statements.

Sea Shell Galleries, Inc.
(A Development Stage Company)
Statement of Operations
For the Period From Inception (March 22, 1999) to August 31, 1999

Period From
Inception To
August 31,
1999

Operating expenses:
Compensation of officers and directors $ 14,900
Management fees 102,500
Professional fees 16,700
Other expenses 51
----------
134,151
----------
(Loss from operations) and net (loss) $ (134,151)
==========

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

See accompanying notes to financial statements.

Sea Shell Galleries, Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For the Period From Inception (March 22, 1999) to August 31, 1999

Deficit
Additional
Accumulated
Common Stock Paid-in During
Develop-
ACTIVITY Shares Amount Capital ment
Stage Total

Shares issued to officers and directors
at inception at par value 14,900,000 $ 14,900 $ - $
- - $ 14,900

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

Shares issued for cash
July 1999 @ $.10 400,000 400 39,600
- - 40,000
August 1999 @ $.10 40,000 40 3,960
- - 4,000

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

Contribution of property by officer 150
- - 150

Net (loss) for the period
ended August 31, 1999 - - -
(134,151) (134,151)
---------- ---------- --------- ---------
- - ----------
Balance, August 31, 1999 16,215,000 $ 16,215 $ 125,335 $
(134,151) $ 7,399
=========== ========== =========
=========== ==========

See accompanying notes to financial statements.

Sea Shell Galleries, Inc.
(A Development Stage Company)
Statement of Cash Flows
For the Period From Inception (March 22, 1999) to August 31, 1999

Period From
Inception To
August 31, 1999

Net income (loss) $ (134,151)
Adjustments to reconcile net income to net
cash provided by operating activities:
Services provided for common stock 102,400
----------
Total adjustments 102,400
Net cash provided by (used in) ----------
operating activities (31,751)

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

See accompanying notes to financial statements.

Sea Shell Galleries, Inc.
(A Development Stage Company)
Statement of Cash Flows
For the Period From Inception (March 22, 1999) to August 31, 1999

Period From
Inception To
August 31, 1999

Supplemental cash flow information:
Cash paid for interest $ -
Cash paid for income taxes $ -

Non-cash investing and financing activities:
Property contributed by officer $ 150

See accompanying notes to financial statements.

Sea Shell Galleries, Inc.
Notes to Financial Statements
August 31, 1999

Note 1. Organization and Summary of Significant Accounting Policies.

The Company was incorporated in Nevada on March 22, 1999. The Company's
activities to date have been limited to organization and capital formation.
The Company plans to engage in the retail sale of fine art.

Inventory:
Inventory is valued at the lower of cost or market on a first-in first-out
basis and consists primarily of original artwork held for retail sale.

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

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

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

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

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

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

In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1, Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use ("SOP 98-

1"). SOP 98-1 provides authoritative guidance on when internal-use
software costs should be capitalized and when these costs should be
expensed as incurred.

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

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

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

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

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

Note 2. Inventory

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

Note 3. Stockholders' Equity.

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

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

During July and August 1999, the Company issued an aggregate of
440,000 shares of its common stock to a limited group of investors
for cash aggregating $44,000 in private sale transactions. The
shares were sold at a price of $.10 per share in a unit offering.
The units consist of two shares Common Stock, one class A warrant
exercisable at $.50 for a period of three years from the close of the
offering, one class B warrant exercisable at $.75 for a period of
three years from the close of the offering, and four class C warrants
exercisable at $4.00 for a period of five years from the close of the
offering. All warrants are callable for $.01 with 30 days notice.

Note 4. Commitments and contingencies

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

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

Note 5. Income Taxes

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

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

30
PART II
INFORMATION NOT REQUIRED BY PROSPECTUS

Item 24. Indemnification of Officers and Directors.

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

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

Item 25. Other Expenses of Issuance and Distribution.

Other expenses in connection with this offering which will be paid by
Telecom Wireless Corporation (hereinafter in this Part II referred to
as the "Company") are estimated to be substantially as follows:

Amount
Payable
Item By Company

S.E.C. Registration Fees $3,600.82
Printing and Engraving Fees 7,500.00
Legal Fees 20,000.00
Accounting Fees and Expenses 5,000.00
Miscellaneous 2,500.00

Total $38,600.82

Item 26. Recent Sales of Unregistered Securities.

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

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

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

Name Units

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

These sales were made pursuant to an exemption from registration
pursuant to Section 505 of Regulation D. The offering was approved
and/or exempted by the required states and the appropriate Form D was
filed with the Securities and Exchange Commission.

Item 27. Exhibit Index.

(1) Not Applicable
(2) Not Applicable
(3) Articles of Incorporation dated April 12, 1984
(3.1) Bylaws
(4) Specimen certificate for Common Stock
(5) Consent and Opinion of Jody M. Walker regarding
legality of securities registered under this
Registration Statement and to the
references to such attorney in the Prospectus filed
as part of this Registration Statement
(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10) Not Applicable
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Not Applicable
(18) Not Applicable
(19) Not Applicable
(20) Not Applicable
(21) Not Applicable
(22) Not Applicable
(23) Not Applicable
(24) Consent of James E. Scheifley & Associates, P.C.
(25) Not Applicable
(26) Not Applicable
(27) Financial Data Schedule
(28) Not Applicable

Item 28. Undertaking.

The undersigned registrant hereby undertakes:

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

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

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the formation set forth in the
Registration
Statement.

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

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to
be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the
termination of the offering.

(b) Delivery of Certificates. The undersigned registrant hereby
undertakes to provide to the Transfer Agent at the closing,
certificates in such denominations and registered in such names as are
required by the Transfer Agent to permit prompt delivery to each
purchaser.

(c) Indemnification. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to the
provisions set forth in the Company's Articles of Incorporation or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

43
SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements of filing on Form SB-2 and authorized
this registration statement to be signed on its behalf by the
undersigned, in the City of San Jose, State of California on the 26th
day of September, 1999.

Sea Shell Galleries, Inc.

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

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

Signature Capacity Date

/s/John Wong, Principal Executive Officer September 26, 1999
- ------------------- Principal Financial Officer, Controller
John Wong

/s/ Samantha Moody Director September 26, 1999
- -------------------
Samantha Moody

/s/Phillip M. Fox Director September 26, 1999
- ---------------------
Phillip M. Fox

/s/Mitsuo Tatsugawa Director September 26, 1999
- --------------------
Mitsuo Tatsugawa