SEC Registration No. 033-98526

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

                             FORM SB-2
                   POST EFFECTIVE AMENDMENT NO. 2

      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


	           CALIFORNIA APPLIED RESEARCH, INC.
	(Exact name of registrant as specified in charter)

   NEVADA                    6770                84-1345053
(State or other  (Primary Standard Industrial  (IRS Employer
jurisdiction of   Classification Code Number)  Identification
 incorporation or						  Number)
 organization)

         1945 South Poplar Street, Denver, Colorado  80224
        (Address of principal executive offices)  (Zip Code)

                      Robert C. Weaver, Jr.
               721 Devon Court, San Diego, CA 92109
                        (858) 488-4433
     (Name, address and telephone number of agent for service)

This amendment relates to the Registration Statment which became effective
on May 19, 1998.

The Company sold 99,325 shares of its $.001 par value common stock at a price
of $.25 per share in connection with a public offering. The shares were
offered and sold on a "best efforts" 100,000 share minimum, 1,000,000 share
maximum basis, pursuant to a continuing offer over 360 days after the date of
the Prospectus which was May 19, 1998. Offering expenses incurred by the
Company totaled $10,924 and consist of professional fees, printing,
registration, and other out-of-pocket expenses. No selling commissions were
paid.  None of the offering expenses were deducted from the proceeds which
have been deposited in a Rule 419 escrow.

Pursuant to Rule 419, all proceeds received by the Company in the
public offering were held in escrow pending a business combination, which
business combination includes reconfirmation by shareholders representing a
minimum of 80% of the securities offered in the public offering.

Rule 419 requires that (1) an acquisition be consummated within 18 months of
the effective date of the registration statement for the offering,
May 19, 1998; and (2) that purchasers in the public offering be given a minimum
of 20 business days to review a post-effective amendment to the prospectus
which contains informaiton about the proposed business combination.  In
the event this is not accomplished, the funds held in escrow be returned
to the purchasers.

The Company has determined that it cannot meet the Rule 419 timeline for an
acquisiton and has, on ar about November 2, 1999, returned all offering
proceeds held in escrow to the purchasers.

The subscription for all shares are cancelled and no shares are issued
under this offering.  Consequently, the Company hereby deregisters all
shares registered to be issued pursuant to this Registration Statement
and thereby terminates it's reporting obligation to the Securities and
Exchange Commision.


                         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 for filing on Form SB-2 and has
duly caused this amendment to the registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized
by power of attorney, in the City of Poway, State of California, on
November 9, 1999.

California Applied Research, Inc.
(Registrant)


By:/s/__________________________________________
J. Michael Spinali
President
DESCRIPTION        CALIF APPLIED RES SB-2 POS AM