SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM SB-2

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933
-------------------------

HAZARDOUS WASTE CLEAN-UP
(Name of small business issuer in its charter)

California 4955 33-0924284
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.:

341 Promontory Drive West
Newport Beach, CA 92666
(949) 675-7909
(949) 675-1697 (FAX)

(Address and telephone number of principal executive offices)
--------------------------
341 Promontory Drive West
Newport Beach, CA 92666
(949) 675-7909
(949) 675-1697 (FAX)

(Address of principal place of business or intended principal place of
business)
--------------------------
1
341 Promontory Drive West
Newport Beach, CA 92666
(949) 675-7909 (FAX) (949) 675-1697

(Name, address and telephone number of agent for service)
--------------------------

COPIES TO:

KENNETH G. EADE
Attorney at Law
827 State Street, Suite 12
Santa Barbara, CA 93101
(805)560-9828 (PHONE)
(805) 560-3608 (TELECOPY)
--------------------------

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after the effective date of this registration statement.

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
-------------

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
-------------

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
-------------
THE REGISTRANT 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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

CALCULATION OF REGISTRATION FEE

TITLE OF EACH DOLLAR PROPOSED PROPOSED AMOUNT OF
CLASS OF SECURITIES AMOUNT TO MAXIMUM AGGREGATE MAX. AGGREGATE REGISTRATION FEE
- -------------------------- ---------- --------- -------------- ----------------
Common Stock, .001 par $ 1,000,000 $1.00 $1,000,000 $264.00

Total $1,000,000 $1.00 $1,000,000 $264.00

DATED: ______________, 2001

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING
TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY
NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR
SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.

[CAPTION]
Prospectus

HAZARDOUS WASTE CLEAN-UP

1,000,000 shares of common stock Up to 1,000,000 of the shares of common stock
offered are being sold by Hazardous Waste Clean-Up. There is no minimum
purchase requirement and no escrow, and the proceeds may be used by Hazardous
Waste in its discretion. There is no established public market for Hazardous
Waste's common stock, and the offering price has been arbitrarily determined.
Hazardous Waste's Common Stock is not currently listed or quoted on any
quotation service. There can be no assurance that Hazardous Waste's common
stock will ever be quoted on any quotation service or that any market for
Hazardous Waste's stock will ever develop. Hazardous Waste is a development
stage company, with no assets, revenue, or capital, and a deficit of $1,400
since its inception. Hazardous Waste's plan of operation is to establish a
business of cleaning up hazardous waste using natural plants and plant life as
cleaning agents. This offering is self-underwritten. Shares will be sold by
Hazardous Waste's secretary and chief financial officer, Edward E. Nelson,
without the use of an underwriter. This offering will terminate on December 31,
2001.
------------------------

The Common Stock offered is speculative and involves a high degree of risk
and substantial dilution. See "Risk Factors" on page 3 of this prospectus.

------------------------
These securities have not been approved or disapproved by the Securities and
Exchange Commission or any state securities commission, nor has the Commission
or any state securities commission passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.

PRICE UNDERWRITING PROCEEDS
TO DISCOUNTS AND TO
PUBLIC COMMISSIONS(2) COMPANY(1)
------ -------------- ----------

Per Share................$ $1.00 $0 $ 1.00
Total .................. $1,000,000 $0
$1,000,000

(1) Before deducting expenses payable by Hazardous Waste, estimated at
approximately $15,500. This offering is self-underwritten, so Hazardous Waste
is not obligated to pay commissions or fees on the sales of any of the shares.
This offering is for up to 1,000,000 common shares. There is no minimum
contingency, and the proceeds may be used in Hazardous Waste's discretion.

(2)The shares of common stock are being offered by Hazardous Waste through its
officers and directors, subject to prior sale, when, as, and if delivered to
and accepted by Hazardous Waste and subject to the approval of certain legal
matters by counsel and certain other conditions. Hazardous Waste reserves the
right to withdraw, cancel or modify the Offering and to reject any order in
whole or in part.

__________, 2001

TABLE OF CONTENTS

PAGE
---------

Prospectus Summary.............................. 1
Risk Factors.................................... 3
Hazardous Waste is a development stage
company with no operating history.......... 3
Intense competition........................ 3
Terms of offering-no minimum contingency... 4
Related party transactions and possible
conflicts of interest...................... 4
Dilution................................... 4
New industry; uncertainty of market acceptance.. 4

Use of Proceeds................................. 5
Dividend Policy................................. 5
Price Range of Securities....................... 6
Capitalization.................................. 6
Dilution........................................ 6
Selected Financial Data......................... 7
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 8
Business........................................ 8
Management...................................... 12
Certain Transactions............................ 13
Principal Stockholders.......................... 13
Description of Securities....................... 14
Shares Eligible for Future Sale................. 15
Underwriting.................................... 15
Legal Matters................................... 15
Experts......................................... 16
Index to Financial Statements................... 16

------------------------

PROSPECTUS SUMMARY
CORPORATE BACKGROUND

Hazardous Waste was organized on August 25, 2000, and is in the process of
commencing operations, but has not generated any revenue and is still a
development stage corporation. Hazardous Waste has no current business. Its
plan of operations is to establish a business of hazardous waste clean-up,
using natural plants and plant life as cleaning agents. There can be no
assurance that Hazardous Waste's common stock will ever develop a market.

THE OFFERING

common stock Offered......................... Up to 1,000,000 shares

common stock Outstanding after the
Offering................................... 1,600,000 shares(1)

Use of Proceeds.............................. Working capital

Symbol....................................... None

Risk Factors................................. The shares of common stock
offered involve a high degree of
risk and immediate substantial
dilution See"Risk Factors" and
"Dilution"

Term of offering......................... Until December 31, 2001 or until all
Shares in this offering are sold.
-------------------------------------

(1) Figures are based on the current outstanding shares of 600,000

The officers and directors of Hazardous Waste are currently actively promoting
another similar offering for a company called International Tech. Corp.

SUMMARY FINANCIAL DATA

The following summary financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements, including Notes,
included elsewhere in this Prospectus. The statement of operations data for the
period inception to February 28, 2001 and the consolidated balance sheet data
at February 28, 2001 come from Hazardous Waste's audited Consolidated Financial
Statements included elsewhere in this Prospectus.

The consolidated statement of operations data for the period inception to
February 28, 2001 come from Hazardous Waste's audited financial statements for
those years, which are included in this Prospectus. These statements include
all adjustments that Hazardous Waste considers necessary for a fair
presentation of the financial position and results of operations at that date
and for such periods. The operating results for the period ended 2000 do not
necessarily indicate the results to be expected for the full year or for any
future period.

BALANCE SHEET DATA:
February 28, 2001
---------------------
Assets: ............................................ $ 2,000
=======

Liabilities - Accounts Payable ..................... $ 115
-------

Stockholders' Equity:
common stock, Par value $.001
Authorized 50,000,000 shares,
Issued 1,600,000 shares at February 28,
2001 .................................. 600
Paid-In Capital ..................................
Retained Deficit ................................. (1,400)
-------
Total Stockholders' Equity .................... 2,000
-------
Total Liabilities and
Stockholders' Equity ........................ $ 2,115
=======

STATEMENT OF OPERATIONS DATA:

Since

Period inception to
December 31, 2000
Development
----------------
Revenues: .................................. $ --
General and administrative Expenses: ........ 1,400
------
Net Loss .............................. $(1,400)
------
Loss per share ............................ $ --
======

-------------------------------------------------------

RISK FACTORS

Prospective investors in the shares offered should carefully consider the
following risk factors, in addition to the other information appearing in the
prospectus.

Hazardous Waste is a development stage company with no operating history.
Because of this, it will be difficult to gauge our future performance.

This makes it difficult to evaluate its future performance and prospects.
Hazardous Waste's prospects must be considered in light of the risks, expenses,
delays and difficulties frequently encountered in establishing a new business
in an emerging and evolving industry characterized by intense competition.
Since inception, Hazardous Waste has incurred losses.

We have limited experience in the waste clean-up business, and no capital.

Hazardous Waste is completely dependent upon this offering for the raising of
capital to fund its business plan. It has no capital and virtually no assets.
The managment of Hazardous Waste, although familiar with the waste clean-up
business, has never established or managed a hazardous waste clean-up business
before, and has no experience.

We may run over budget or experience delays in construction of application
waste treatment technology, and this may affect our ability to operate.

Hazardous Waste intends to grow primarily by developing applications of waste
treatment methods, using chemical compounds from plants as cleaning agents.
Development involves substantial risks, including: 1) risks that development
costs will exceed budgeted or contracted amounts; 2) delays in completion of
construction; 3) failing to obtain all necessary permits, 4) the inability to
identify or the unavailability of suitable sites; 5) that developed properties
will not achieve desired revenue or cash flow levels once opened; 6) of
competition for suitable development sites from competitors (most of which have
greater financial resources than Hazardous Waste); 7) of incurring substantial
unrecoverable costs in the event a development project is abandoned prior to
completion; 8) changes in governmental rules, regulations and interpretations;
and 9) general economic and business conditions.

There is no escrow of any funds in this offering, and any funds may be used by
us in our discretion.

There is no minimum contingency or escrow of any funds received by Hazardous
Waste in this offering, and any funds received may be utilized by Hazardous
Waste for any corporate purpose as the funds are received. There will be no
escrow of any of the proceeds of this offering.

The people who already have invested in Hazardous Waste have done so at a
reduced price, and investors in this offering will experience substantial
dilution of their investment.

Management and others who have provided services to Hazardous Waste have
acquired shares at an average price of $.001 per share. This means that
investors in this offering who are buying shares at the higher rate of $1.00
per share will experience a dilution of a majority of their investment.
There is no established market for Hazardous Waste's stock and investors may
not be able to sell their shares in the future.

There is no established market for Hazardous Waste's common stock and there can
be no assurance that a market will develop. If no market is developed, then it
will be difficult for investors to eventually sell their shares and recover
their investment.

Hazardous Waste has not paid and probably will not pay dividends in the near
future, so investors participating in this offering may not receive a return on
their investment.

Hazardous Waste has decided to retain all earnings, if any, to finance future
growth. Therefore, the only way an investor could receive a return on his or
her investment is to sell his or her shares.

USE OF PROCEEDS

The net proceeds to Hazardous Waste from the sale of the shares of common
stock offered are estimated to be approximately $985,000. Hazardous Waste
intends to use these proceeds to develop and apply its clean-up technology,
working capital and general corporate purposes, as follows:

Use Amount
- ------------------------------------ ---------
Technology development $ 250,000
Advertising 250,000
Working Capital - Hazardous Waste $ 485,000
$ 985,000

The following table shows Hazardous Waste's use of proceeds if 25%, 50%, 75%,
and/or 100%
of the shares are sold. Further, there can be no assurance that any shares
will be sold in this offering.

25% 50% 75% 100%
--- --- --- ----
Technology
development 185,000 250,000 250,000 250,000
Advertising 0 125,000 150,000 250,000
Working capital 50,000 117,500 335,000 485,000
---------- ------- ------- -------
Totals 235,000 492,500 735,000 985,000

The allocation of the net proceeds of the Offering set forth above represents
Hazardous Waste's best estimates based upon its current plans and certain
assumptions regarding industry and general economic conditions and Hazardous
Waste's future revenues and expenditures. If any of these factors change,
Hazardous Waste may find it necessary or advisable to reallocate some of the
proceeds within the above-described categories.

Proceeds not immediately required for the purposes described above will be
invested temporarily, pending their application as described above, in short-
term United States government securities, short-term bank certificates of
deposit, money market funds or other investment grade, short-term, interest-
bearing instruments.

DIVIDEND POLICY

Hazardous Waste has never declared or paid cash dividends on its capital stock.
Hazardous Waste currently intends to retain earnings, if any, to finance the
growth and development of its business and does not anticipate paying any cash
dividends in the foreseeable future.

NO MARKET FOR COMMON STOCK

Hazardous Waste's common stock is not listed or quoted at the present time, and
there is no present public market for Hazardous Waste's common stock.
Hazardous Waste has obtained a market maker who has agreed to file an
application for Hazardous Waste's securities to be quoted on the NASD OTC
Bulletin Board(Bulletin Board), upon the effectiveness of this Registration
Statement, but the obtaining of a quotation is subject to NASD approval, and
there can be no assurance that Hazardous Waste's stock will be quoted on the
Bulletin Board. Thus, there can be no assurance that the NASD will accept
Hazardous Waste's market maker's application on Form 211. Therefore, there can
be no assurance that a public market for Hazardous Waste's common stock will
ever develop.

CAPITALIZATION

The following table sets forth the short-term debt and capitalization of
Hazardous Waste as of February 28, 2001. The table should be read in
conjunction with the Consolidated Financial Statements, including the Notes,
appearing elsewhere in this Prospectus.

BALANCE SHEET DATA:
- ---------------------
2/28/2001
---------
Assets: ............................................ $ 2,000
=======

Liabilities - Accounts Payable ..................... $ 115
-------

Stockholders' Equity:
common stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,600,000 shares at February 28,
2001 .................................. 600
Paid-In Capital .................................. --
Retained Deficit ................................. (1,400)
------
Total Stockholders' Equity .................... 2,000
------
Total Liabilities and
Stockholders' Equity ........................ $ 2,115

DETERMINATION OF OFFERING PRICE

There is no established market for the shares. The offering price for the
shares has been arbitrarily determined, without regard to their book value or
any other measurable standard.

DILUTION

As of February 28, 2001, Hazardous Waste's net tangible book value was $0, or
$0 per share of common stock. Net tangible book value is the aggregate amount
of Hazardous Waste's tangible assets less its total liabilities. Net tangible
book value per share represents Hazardous Waste's total tangible assets less
its total liabilities, divided by the number of shares of common stock
outstanding. After giving effect to the sale of 1,000,000 shares at an
offering price of $1.00 per share of common stock, application of the estimated
net sale proceeds (after deducting offering expenses of $15,500), Hazardous
Waste's net tangible book value as of the closing of this offering would
increase from $0 to $.33 per share. This represents an immediate increase in
the net tangible book value of $.33 per share to current shareholders, and
immediate dilution of $.67 per share to new investors, as illustrated in the
following table:

Public offering price per
share of common stock $ 1.00
Net tangible book value per share before offering.................$ 0
Increase per share attributable to new investors..................$ .33
Net tangible book value per share after offering..................$ .33
Dilution per share to new investors...............................$ 0.67
Percentage dilution................................................ 67%

The following table summarizes, both before the offering and after the
offering, assuming the sale of all 1,000,000 shares in this offering, a
comparison of the number of shares purchased, the percentage of shares
purchased, the total consideration paid, the percentage of total consideration
paid, and the average price per share paid by the existing stockholders and by
new investors.

Number Total Percentage Percentage Average
of Shares Consideration of Shares of Total price
Purchased Paid Purchased Consideration per share
--------- --------------- --------- ------------- ---------

Existing Investors 600,000 $ 1,600 27% $ .001
New Investors 1,000,000 $ 1,000,000 73% $ 1.00

[CAPTION]
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with Hazardous Waste's
Consolidated Financial Statements, including the Notes, appearing
elsewhere in this Prospectus.

COMPANY OVERVIEW

Hazardous Waste was organized on August 25, 2000. Hazardous Waste intends to
establish a business of decontaminating and restoring to usefulness polluted
soil and groundwater ruled harmful by the United States Environmental
Protection Agency, or EPA. Management believes that Hazardous Waste's
proprietary application method of using the absorptive powers of plant roots
and trees represents the equivalent of a natural detoxification center in
cleaning up hazardous waste. Hazardous Waste's common stock is not listed on
any recognized exchange or quoted on any quotation medium. There can be no
assurance that its common stock will ever develop a market.

PLAN OF OPERATIONS-IN GENERAL

During the next twelve months, Hazardous Waste plans to satisfy its cash
requirements by additional equity financing. This will be in the form of
private placements of restricted common stock. There can be no assurance that
Hazardous Waste will be successful in raising additional equity financing, and,
thus, be able to satisfy its cash requirements, which primarily consist of
legal and accounting fees at the present time. Hazardous Waste presently has no
cash with which to satisfy any future cash requirements. Hazardous Waste will
need a minimum of $500,000 to satisfy its cash requirements for the next 12
months. With this minimum capital, Hazardous Waste intends to establish its
first portable prototype clean-up center, using proprietary clean-up
application technology, which we intend to develop. Hazardous Waste will not be
able to operate if it does not obtain equity financing. Hazardous Waste has no
current material commitments. Hazardous Waste depends upon capital to be
derived from future financing activities such as subsequent offerings of its
stock. There can be no assurance that Hazardous Waste will be successful in
raising the capital it requires. Hazardous Waste does not expect to achieve
liquidity within the first 12 months of operation, and cannot make a prediction
on long term equity until such time as its first prototype center has been
developed and tested. Hazardous Waste anticipates that the cost of development
of a prototype center will be at least $150,000. It does not expect any
additional research and development of any products, nor does it expect to
incur any research and development costs. Hazardous Waste does not expect the
purchase or sale of plant or any significant equipment, except for the initial
purchase of equipment for the prototype, and it does anticipate hiring at least
10 minimum wage employees and three full time managers to run the prototype.
Hazardous Waste has no current material commitments. Hazardous Waste has
generated no revenue since its inception.

Hazardous Waste is still considered to be a development stage company, with no
significant revenue, and is dependent upon the raising of capital through
placement of its common stock. There can be no assurance that Hazardous Waste
will be successful in raising the capital it requires through the sale of its
common stock.

BUSINESS
IN GENERAL

Hazardous Waste has no current operations at the present time. Its
business plan is to establish a hazardous waste clean-up center where
contaminated soil can be brought for clean-up suing Hazardous Waste's
proprietary method, which it intends to develop, of using phytoremediation
technology. This simply means that the roots of the plants used for our center
break down the molecules that cause contamination, resulting in a natural
detoxification of the soil. For example, "a stand of poplar (trees) is a self-
assembling solar powered pump and treat system, according to Steven A. Rock, an
environmental engineer for the EPA. In the United States alone, the cost of
decontaminating thousands of toxic sites on factory grounds, farms, and
military installations is expected to eventually surpass $700 billion. SOURCE:
New York Times, March 6, 2001.

We will also use our method for treating contamination at a customer's
site. This, in effect, will make our method portable and means that it can be
used at any site, which will reduce or eliminate the transportation and
disposal of contaminated soil and groundwater, which often requires special
permits or transportation.

FORWARD LOOKING STATEMENTS

This registration statement contains forward-looking statements. Hazardous
Waste's expectation of results and other forward-looking statements contained
in this registration statement involve a number of risks and uncertainties.
Among the factors that could cause actual results to differ materially from
those expected are the following: business conditions and general economic
conditions; competitive factors, such as pricing and marketing efforts; and the
pace and success of product research and development. These and other factors
may cause expectations to differ.

THE TECHNOLOGY

Through the natural process of photosynthesis, the plants pump oxugen and
specialized enzymes into the ground, causing the micro-organisms to break down
the organic material, which decontaminates the polluted soil and ground water.
Our goal in developing the application of this already exiting natural
technology, is to determine which plants are most efficient, portable, and
compact in eliminating waste, and to develop a portable prototype facility that
can be moved from one place to another.

Planned Operations

All of the planned operations described in this prospectus are entirely
aspirational at this point, and depend on Hazardous Waste raising a sufficient
amount of capital to dedicate financial resources to each element of its
business plan. There can be no assurance that any capital at all will be raised
from this offering, but if significant capital is raised, resources will be
devoted to ensure that portable facilities will be developed, duplicated, and
put to work at sites which contain contaminated soil and groundwater.

Planned advertising and promotion

As part of its plan of operations, which is dependent upon the raising of
sufficient capital, Hazardous Waste hopes to engage in a marketing program, to
promote its services. We intend to hire an experienced sales staff on a
commission basis, who will consult with known environmental offenders and
attempt to secure them as our customer. Management feels that, since the
customer base consists of a known target market, it would be more effective to
contact potential customers by direct mail, and to follow up that contact with
personal contacts from the sales staff we intend to employ.

Properties

Hazardous Waste leases offices at 341 Promontory Drive West, Newport Neach, CA,
from its president, Roy Nelson, on a month-to-month basis, at no charge to us,
for approximately 150 swaure feet of office space, which is adqueate for our
needs at the present time and which is adequately covered by insurance. These
offices are located in the home of our president. WE own no other property at
the present time.

Patents.

Hazardous Waste has no patents or trademarks, and intends to guard its method
of waste clean-up to be developed as a trade secret.

Employees.

As of February 28, 2001, Hazardous Waste has two employees; Edward Nelson, our
Hazardous Waste's Secretary/Treasurer and Director, devotes approximately 10
hours per week to company activities, and our president, Roy Nelson, who
devotes approximately 30 hours per week to our business. Hazardous Waste has no
written employment contracts. None of Hazardous Waste's employees are covered
by a collective bargaining agreement. Hazardous Waste has never experienced an
employment related work stoppage and considers its employee relations to be
satisfactory.

Competition.

There are many well established competitors in the waste clean-up
business, who consist of companies who pick up waste and transport it to
landfills for storage rather than treatment.

The hazardous waste disposal business is dominated by several large
companies, such as Browning-Ferris and Waste Management, Inc., who operate
large waste disposal landfills. These and other companies with financial
resources greater than us, provide waste disposal services and are in a greater
position to capture our intended market.

Government Regulation.

General - Potential Adverse Effect of Government Regulations

Our principal business activities are subject to extensive and evolving
federal, state, local and foreign environmental, health, safety, and
transportation laws and regulations. These regulations are administered by the
EPA in the United States, various other federal, state, and local
environmental, zoning, health, and safety agencies in the United States.

Generally, the regulatory process requires us, and other companies in the
industry, to obtain and retain numerous governmental permits to conduct various
aspects of its operations, any of which may be subject to revocation,
modification or denial.

For collection operations, regulation takes such forms as licensing collection
vehicles, health and safety requirements, vehicular weight limitations, and, in
certain localities, limitations on weight, area, time, and frequency of
collection.

Federal, state, local and foreign governments have, from time to time, proposed
or adopted other types of laws, regulations, or initiatives with respect to the
environmental services industry, including laws, regulations, and initiatives
to ban or restrict the international, interstate, or intrastate shipment of
wastes, impose higher taxes on out-of-state waste shipments than on in-state
shipments, limit the types of wastes that may be disposed of at existing
landfills, mandate waste minimization initiatives, require recycling and yard
waste composting, reclassify certain categories of nonhazardous waste as
hazardous, and regulate disposal facilities as public utilities. Congress has,
from time to time, considered legislation that would enable or facilitate such
bans, restrictions, taxes, and regulations, many of which could adversely
affect the demand for our services. Similar types of laws, regulations, and
initiatives have also, from time to time, been proposed or adjusted in other
jurisdictions in which we will operate. The effect of these and similar laws
could be a reduction of the volume of waste that would otherwise be disposed of
in Hazardous Waste Clean-Up's Hazardous Waste Clean-Up's landfills. Hazardous
Waste Clean-Up makes a continuing effort to anticipate regulatory, political,
and legal developments that might affect its operations, but it is not always
able to do so. The Company cannot predict the extent to which any legislation
or regulation that may be enacted, amended, repealed, reinterpreted, or
enforced in the future may affect its operations. Such actions could adversely
affect our intended operations or impact our future financial condition or
earnings.

15
Also, in May 1994, the United States Supreme Court ruled that state and local
governments may not constitutionally restrict the free movement of waste in
interstate commerce through the use of flow control laws. Such laws typically
involve a local government specifying a jurisdictional disposal site for all
solid waste generated within its borders. Since the ruling, several decisions
of state or federal courts have invalidated regulatory flow control schemes in
a number of jurisdictions. Other judicial decisions have upheld non-regulatory
means by which municipalities may effectively control the flow of municipal
solid waste. In addition, federal legislation has been proposed, but not yet
enacted, to effectively grandfather existing flow control mandates. There can
be no assurance that such alternatives to regulatory flow control will in every
case be found lawful or that such legislation will be enacted into law.
However, the Supreme Court's 1994 ruling and subsequent court decisions have
not to date had a material adverse effect on any of Hazardous Waste Clean-Up's
operations. In the event that such legislation is not adopted, Hazardous Waste
Clean-Up believes that affected municipalities will endeavor to implement
alternative lawful means to continue controlling the flow of waste. In view of
the uncertain state of the law at this time, however, we are unable to predict
whether such efforts would be successful or what impact, if any, this matter
might have on our operations.

In 1997, the EPA released guidance interpreting the Civil Rights Act to require
federal, state, or local permitting authorities receiving money from the EPA to
consider the discriminatory effects that may result from permit issuances,
renewals or modifications. The EPA will entertain challenges to any such
permits on the grounds that the permitted activities, alone or in conjunction
with other permitted activities, subject minority communities to disparate
exposure to pollution. The lack of specific standards in the EPA's guidance
creates some uncertainty about the effects any such challenges could have on
Hazardous Waste Clean-Up's ability to obtain or renew necessary permits.

Governmental authorities have the power to enforce compliance with regulations
and permit conditions and to obtain injunctions or impose fines in case of
violations. During the ordinary course of its operations, Hazardous Waste
Clean-Up may, from time to time, receive citations or notices from such
authorities that a facility is not in full compliance with applicable
environmental or health and safety regulations. Upon receipt of such citations
or notices, Hazardous Waste Clean-Up will work with the authorities to address
their concerns. Failure to correct the problems to the satisfaction of the
authorities could lead to monetary penalties, curtailed operations, jail terms,
facility closure, or an inability to obtain permits for additional sites.

MANAGEMENT

EXECUTIVE OFFICERS, KEY EMPLOYEES AND DIRECTORS

The members of the Board of Directors of Hazardous Waste Clean-Up serve until
the next annual meeting of stockholders, or until their successors have been
elected. The officers serve at the pleasure of the Board of Directors.

The current executive officers, key employees and directors of Hazardous Waste
Clean-Up are as follows:

Name Age Position
- ---------------- --- ------------------
Roy Nelson 82 President, Director

Jay Starling 52 Director

Edward E. Nelson 91 Chief Financial Officer,
Secretary, Director

Roy Nelson. Mr. Nelson is the President and Director of Hazardous Waste Clean-
Up, and has acted in such capacity since its inception. For the past seven
years, Mr. Nelson has operated his own consulting firm, specializing in
consulting to start up and development stage companies. From 1991 through 1997,
Mr. Nelson was a management consultant for U.S. Environmental Group. Mr.
Nelson's career began with General Motors' management, and followed by founding
U.S. Waste Group and American Electric Company, which he was Chairman of for 12
years. Mr. Nelson is the brother of Secretary and Chief Financial Officer,
Edward E. Nelson.

Edward E. Nelson. Mr. Nelson is the Secretary, Chief Financial Officer and
Director of Hazardous Waste Clean-Up, and has acted in that capacity since
inception. He is also the Chief Financial Officer and Director of
Edufungames.com, since its inception in March, 2000. Since 1976, he has acted
as a Mortgage banker and Consultant. From 1970 through 1976, he served as
President of Coast Bank, Long Beach, California. From 1963 through 1970, he
served as President of Charter Bank, Culver City, California. From 1958 through
1963, he was the President of People's Bank in Beverly Hills, California, and
from 1936 through 1958, he was employed in various management positions at Bank
of America. He is a graduate of the School of Banking at Rutgers University.
Mr. Nelson is the brother of President and C.E.O. Roy Nelson.

Jay D. Starling. Mr. Starling is a Director of Hazardous Waste Clean-Up. From
1993 to the present time, he has been President of Environmental Technologies,
a Balboa Pacific Corporation division. In 1992, he coordinated superfund and
other environmental programs for RAND Corporation's Institute for Civil
Justice. From 1989 to 1992 he was the Director of Environmental Issues for
ARCO. From 1983 through 1989, he served as Manager of Business Development,
International Marketing and Project Administration for ARCO Solar, Inc. Prior
to 1983, Mr. Starling served as Manager of External Affairs and Marketing
Manager for Aqueonics, an ARCO Division. He also served as the Managing Partner
of Loucks, Thompson and Starling, Inc. From 1976 through 1980, was consultant
to the U.S. Dept. Of Energy from 1979 to 1980, a consultant to the U.S.
Environmental Protection Agency from 1977 through 1990, and Director of the
U.S. House of Representatives Research Committee from 1973 through 1976. Mr.
Starling holds a B.A. in Political Science from UC Berkeley, 1968, an M.P.A. UC
Berkeley, 1969, and a Ph.D. Management and Policy Analysis, UC Berkeley, 1973.

EXECUTIVE COMPENSATION

We have made no provisions for cash compensation to its officers and directors.
Our president, Roy Nelson, received 500,000 shares of restrcited common stock
and its Secreteary/Chief Financial Officer, Edward Nelson, received 25,000
shares of restrcited common stock as a retainer for future services and in
excahnge for the business plan. These 525,000 shares have been accepted as
full compensation for management's services for the first year of operation. No
salaries are being paid at the present time, and will not be paid unless and
until there is available cash flow from operations to pay salaries. Our
counsel, Kenneth Eade, received 50,000 shares of common stock for compensation
of legal services rendered. There were no grants of options or SAR grants
given to any executive officers during the last fiscal year.

EMPLOYMENT AGREEMENTS

We have not entered into any employment agreements with any of its employees,
and employment arrangements are all subject to the discretion of Hazardous
Waste Clean-Up's board of directors.

PRINCIPAL STOCKHOLDERS

The following table presents certain information regarding beneficial ownership
of our common stock as of February 28, 2001, by (I) each person known by
Hazardous Waste Clean-Up to be the beneficial owner of more than 5% of the
outstanding shares of Common Stock, (ii) each director of Hazardous Waste
Clean-Up, (iii) each Named Executive Officer and (iv) all directors and
executive officers as a group. Unless otherwise indicated, each person in the
table has sole voting and investment power as to the shares shown.

Shares Percent Percent
Beneficially Before After
Name and Address of Beneficial Owner Owned Offering Offering
- ------------------------------------ ------------ -------- --------

Roy Nelson 500,000 83.33% 31.25%
341 Promontory Dr.
Newport Beach, CA 92660

Jay Starling 25,000 4.16% 1.56%
Box 10845
Beverly Hills, CA 90213

Edward Nelson 25,000 4.16% 1.56%
Box 10845
Beverly Hills, CA 90213

Kenneth Eade 50,000 8.33% 3.13%
827 State Street, Suite 12
Santa Barbara, CA 93101

Officers and Directors 550,000 91.67% 34.37%
as a Group

CERTAIN TRANSACTIONS

In connection with organizing Hazardous Waste, on August 25, 2000, Roy Nelson
was issued 500,000 shares of restricted common stock, Edward Nelson was issued
25,000 shares of restricted common stock, and Jay Starling was issued 25,000
shares of restricted common stock, in reliance upon Section 4(2) of the
Securities Act of 1933, to sophisticated persons having superior access to all
corporate and financial information. Under Rule 405 promulgated under the
Securities Act of 1933, Roy Nelson, Edward Nelson and Jay Starling may be
deemed to be promoters of Hazardous Waste. No other persons are known to
Management that would be deemed to be promoters. Roy Nelson and Edward Nelson
are brothers.

On August 25, 2000, in exchange for legal services, Hazardous Waste issued
50,000 shares to Kenneth G. Eade, counsel to Hazardous Waste, pursuant to
Section 4(2) of the Securities Act of 1933, in exchange for legal services
rendered. Mr. Eade is a sophisticated investor who had access to all corporate
information.

DESCRIPTION OF SECURITIES

The authorized capital stock of Hazardous Waste consists of 30,000,000 shares
of common stock, $.001 par value per share. Upon consummation of this Offering,
there will be outstanding 1,600,000 shares of Common stock.

Common stock

Holders of common stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders, including the election of
directors.

Holders of common stock do not have subscription, redemption or conversion
rights, nor do they have any preemptive rights.

Holders of common stock do not have cumulative coting rights, which means that
the holders of more than half of all voting rights with respect to common stock
and Preferred Stock can elect all of Hazardous Waste's directors. The Board of
Directors
is empowered to fill any vacancies on the Board of Directors created by
resignations, subject to quorum requirements.

Holders of common stock will be entitled to receive such dividends, if any, as
may be declared from time to time by the Board of Directors out of funds
legally available therefor, and will be entitled to receive, pro rata, all
assets of the Company available for distribution to such holders upon
liquidation.

All outstanding shares of common stock are, and the common stock offered,
upon issuance and sale, will be, fully paid and nonassessable.

PENNY STOCK STATUS

If and when it creates a market for its common stock, Hazardous Waste's common
stock is a
"penny stock," as the term is defined by Rule 3a51-1 of the Securities Exchange
Act of 1934. This makes it subject to reporting, disclosure and other rules
imposed on broker-dealers by the Securities and Exchange Commission requiring
brokers and dealers to do the following in connection with transactions in
penny stocks:

1. Prior to the transaction, to approve the person's account for
transactions in penny stocks by obtaining information from the person regarding
his or her financial situation, investment experience and objectives, to
reasonably determine based on that information that transactions in penny
stocks are suitable for the person, and that the person has sufficient
knowledge and experience in financial matters that the person or his or her
independent advisor reasonably may be expected to be capable of evaluating the
risks of transactions in penny stocks. In addition, the broker or dealer must
deliver to the person a written statement setting forth the basis for the
determination and advising in highlighted format that it is unlawful for the
broker or dealer to effect a transaction in a penny stock unless the broker or
dealer has received, prior to the transaction, a written agreement from the
person. Further, the broker or dealer must receive a manually signed and dated
written agreement from the person in order to effectuate any transactions is a
penny stock.

2. Prior to the transaction, the broker or dealer must disclose to the
customer the inside bid quotation for the penny stock and, if there is no
inside bid quotation or inside offer quotation, he or she must disclose the
offer price for the security transacted for a customer on a principal basis
unless exempt from doing so under the rules.

3. Prior to the transaction, the broker or dealer must disclose the
aggregate amount of compensation received or to be received by the broker or
dealer in connection with the transaction, and the aggregate amount of cash
compensation received or to be received by any associated person of the broker
dealer, other than a person whose function in solely clerical or ministerial.

4. The broker or dealer who has effected sales of penny stock to a
customer, unless exempted by the rules, is required to send to the customer a
written statement containing the identity and number of shares or units of each
such security and the estimated market value of the security. Imposing these
reporting and disclosure requirements on a broker or dealer make it
unlawful for the broker or dealer to effect transactions in penny stocks on
behalf of customers. Brokers or dealers may be discouraged from dealing in
penny stocks, due to the additional time, responsibility involved, and, as a
result, this may have a deleterious effect on the market for Hazardous Waste's
stock.

TRANSFER AGENT, WARRANT AGENT AND REGISTRAR

The transfer agent, warrant agent and registrar for the common stock is
American Registrar & Transfer Co., 342 E. 900 South, P.O. Box 1798, Salt Lake
City, Utah 84110.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this Offering, Hazardous Waste will have 1,600,000 shares of
common stock outstanding. All shares sold in this offering will be freely
transferable without restriction or further registration under the Securities
Act of 1933, as amended. However, any share purchased by an affiliate (in
general, a person who is in a control relationship with Hazardous Waste), will
be subject to the limitations of Rule 144 promulgated under the Securities Act.

Under Rule 144 as currently in effect, a person (or persons whose shares are
aggregated with those of others) whose restricted shares have been fully paid
for and meet the rule's one year holding provisions, including persons who may
be deemed affiliates of Hazardous Waste, may sell restricted securities in
broker's transactions or directly to market makers, provided the number of
shares sold in any three month period is not more than the greater of 1% of the
total shares of common stock then outstanding or the average weekly trading
volume for the four calendar week period immediately prior to each such sale.
After restricted securities have been fully paid for and held for two years,
restricted securities may be sold by persons who are not affiliates of
Hazardous Waste without regard to volume limitations. Restricted securities
held by affiliates must continue, even after the two year holding period, to be
sold in brokers' transactions or directly to market makers subject to the
limitations described above.

Prior to this offering, no public market has existed for Hazardous Waste's
shares of common stock. However, Hazardous Waste's market maker, National
Capital, has indicated that it will file for a quotation with the over-the-
counter bulletin board. No predictions can be made as to the effect, if any,
that market shares or the availability of shares for sale will have on the
market price prevailing from time to time. The sale, or availability for sale,
of substantial amounts of common stock in the public market could adversely
affect prevailing market prices.

PLAN OF DISTRIBUTION

The Shares shall be offered on a self underwritten basis in the States of New
York, California, Florida and in the District of Columbia, and to qualified
investors in the State of California, and outside the U.S. The offering is self
underwritten by the Company, which offers the Shares directly to investors
through officer Edward Nelson, who will offer the Shares by prospectus and
sales literature filed with the SEC, to friends, former business associates and
contacts, and by direct mail to investors who have indicated an interest in the
Company. The offering is a self underwritten offering, which means that it does
not involve the participation of an underwriter or broker.

The offering of the Shares shall terminate on December 31, 2001.

The Company reserves the right to reject any subscription in whole or in part,
or to allot to any prospective investor less than the number of Shares
subscribed for by such investor.

LEGAL MATTERS

The validity of the common stock offered will be passed upon for the Company by
Kenneth G. Eade, Santa Barbara, California.

EXPERTS

The Financial Statements of Hazardous Waste as of August 25, 2000 included in
this Prospectus and elsewhere in the Registration Statement have been audited
by Roger G. Castro, independent public accountant for Hazardous Waste, as set
forth in his reports thereon appearing elsewhere herein, and are included in
reliance upon such reports, given upon the authority of such firm as experts in
accounting and auditing.

ADDITIONAL INFORMATION

Hazardous Waste has filed with the Securities and Exchange Commission ("SEC") a
registration statement on Form SB-2 under Securities Act of 1933, as amended,
with respect to the securities. This prospectus, which forms a part of the
registration statements, does not contain all of the information set forth in
the registration statement as permitted by applicable SEC rules and
regulations. This prospectus summarizes certain documents, and while these
summaries are not complete, they disclose all material terms and provisions of
the documents.

The registration statement may be inspected without charge and copies may be
obtained at prescribed rates at the SEC's public reference facilities at
Judiciary Plaza, 450 Fifth Street NW, Room 1024, Washington, DC 20549, or on
the Internet at http://www.sec.gov. The SEC's toll free telephone number is 1-
800-SEC-0330.

Hazardous Waste will furnish to its shareholders annual reports containing
audited financial statements reported on by independent public accountants for
each fiscal year and make available quarterly reports containing unaudited
financial information for the first three quarters of each fiscal year.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Hazardous Waste Clean-Up

Independent Auditor's Report .................................... F-1

Balance Sheets
February 28, 2001 .............................................. F-2

Statements of Operations
For the period inception to February 28, 2001................... F-3

Statements of Changes in Stockholders' Equity
For the period inception to February 28, 2001 .................. F-4

Statements of Cash Flows
For the period Ended February 28, 2001.......................... F-5

Notes to Consolidated Financial Statements ......................

[CAPTION]

REPORT OF INDEPENDENT AUDITOR
To the Shareholders and Board of Directors
Hazardous Waste Clean-Up

We have audited the accompanying balance sheet of Hazardous Waste Clean-Up (A
Development Stage Company) as of August 25, 2000, and the related statements of
income, stockholders' equity, and cash flows for the period February 28, 2001
(inception) through February 28, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on my 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 Hazardous Waste Clean-Up at
February 28, 2001, and the results of operations and cash flows for the period
February 28, 2001 (inception) through February 28, 2001, in conformity with
generally accepted accounting principles.

Oxnard, California

/s/ Rogelio G. Castro
- -----------------------
Rogelio G. Castro
March 15, 2001

[CAPTION]
Hazardous Waste Clean-Up
(A Development Stage Company)
Balance sheet
As of February 28, 2001

ASSETS
Current Assets: ------
Cash $2,000
Total Current Assets 2,000

TOTAL ASSETS $2,000

LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Advances from officer $ 115
Total Current Liabilities 115
Stockholders' Equity:
Common stocks , $.001 par value
Authorized shares-30,000,000
Issued and outstanding shares $ 600
paid in capital
Deficit accumulated during development stage $1,400
-------
Total Stockholders' Equity 2,500

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,115
======

[CAPTION]
Hazardous Waste Clean-Up
(A Development Stage Company)
Statement of Operations
For the period inception to February 28, 2001

February 28, 2001
-----------------
Income $ -
Total Income -
Operating Expenses -
General and administrative expenses 115
-
Total Expenses 115
-------
Net income (loss) $ (115)

[CAPTION]
Hazardous Waste Clean-Up
(a Development Stage Company)
Statements of Cash Flows
For the period ended February 28, 2001 , and
For the period August 25, 2000 (inception) through February 28, 2001

February 28, 2001
-----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (115)
Adjustments to reconcile net loss to
net cash used by operating activities:

NET CASH USED BY OPERATING ACTIVITIES (115)

CASH FLOWS FROM FINANCING ACTIVITIES
Advances from officer 115
Stocks issued for cash 2,000
------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 2,115

INCREASE (DECREASE) IN CASH 2,000

BEGINNING CASH -
-------------
ENDING CASH $2,000
=============
25

Hazardous Waste Clean-Up
(A Development Stage Company)
Statement of Stockholders' Equity
For the period August 25, 2000 (inception) through February 28, 2001

Number Deficit
of Common Paid Accumulated
Shares Stock in During
Outstanding at Par Value Capital Development
Stage
----------- ------------ ------- ------------
Stock issued for cash 600,000 $ 600 $ 1,400

Net Loss - February 28, 2001 $ (115)

----------- ------------ ------- ------------
Balance at February 28, 2001 600,000 $ 600 $ 1,400 $(115)

[CAPTION]
Hazardous Waste Clean-Up
Notes to Financial Statements

NOTE 1. Description of the Business and Summary of Significant Accounting
Policies

Description of the Business

The Company was incorporated under the laws of the state California on August
25, 2000. The purpose for which the Corporation is organized is to engage in
any lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of California. The Company has been in the
development stage since its inception on August 25, 2000, and is in accordance
with Statement of Financial Accounting Standards No. 7 (SFAS #7). Planned
principal operations have yet not commenced.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

A. Basis: The Company uses the accrual method of accounting.

B. Cash and cash equivalents: The Company considers all short term, highly
liquid investments that are readily convertible, within three months, to known
amounts as cash equivalents. The Company currently has no cash equivalents.

C. Loss per share: Net loss per share is provided in accordance with Statement
of Financial Accounting Standards NO. 128 "Earnings per share." Basic loss per
share reflects the amount of losses for the period available to each share of
common stock outstanding during the reporting period, while giving effect to
all dilutive potential common shares that were outstanding during the period,
such as stock options and convertible securities. As of February 28, 2001, the
company had no issuable shares qualified as dilutive to be included in the
earnings per share calculations.

D. Estimates: The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates

E. Year End: The company has adopted November 30 as its fiscal year end.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

No dealer, salesperson or other person has been authorized to give any
information or to make any representations in connection with this offering
other than those contained in this prospectus and, if given or made, such
information or representations must no be relied upon as having been authorized
by Hazardous Waste Clean-Up or its officers or directors. This prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any
security other than the securities offered by this prospectus, or an offer to
sell or a solicitation of an offer to buy any securities by any person in any
jurisdiction in which such offer or solicitation is not authorized or is
unlawful. The delivery of this prospectus shall not, under any circumstances,
create any implication that the information in this prospectus is correct as of
any time subsequent to the date of this prospectus. Until __________, 2001 (25
days after the commencement of this offering), all dealers that effect
transactions in these securities, whether or not participating in the offering,
may be required to deliver a prospectus.

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY Hazardous Waste Clean-Up OR BY THE UNDERWRITERS. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITY OTHER THAN THE SECURITIES OFFERED BY THIS PROSPECTUS, OR AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES BY ANY PERSON IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IS
UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS SHALL NOT, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.

TABLE OF CONTENTS

PAGE
---------

Prospectus Summary.............................. 1
Risk Factors.................................... 3
Hazardous Waste Clean-Up is a development stage
company with no operating history.......... 3
Intense competition........................ 3
Terms of offering-no minimum contingency... 4
Related party transactions and possible
conflicts of interest...................... 4
Dilution................................... 4
New industry; uncertainty of market acceptance.. 4
Use of Proceeds................................. 5
Dividend Policy................................. 5
Price Range of Securities....................... 6
Capitalization.................................. 6
Dilution........................................ 6
Selected Financial Data......................... 7
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 8
Business........................................ 8
Management...................................... 12
Certain Transactions............................ 13
Principal Stockholders.......................... 13
Description of Securities....................... 14
Shares Eligible for Future Sale................. 15
Underwriting.................................... 15
Legal Matters................................... 15
Experts......................................... 16
Index to Financial Statements................... 16

[CAPTION]
Hazardous Waste Clean-Up

1,000,000 SHARES OF COMMON STOCK

-------------

PROSPECTUS

-------------

______, 2001

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 317 of the California Corporations Code, as amended, provides for the
indemnification of Hazardous Waste's officers, directors, employees and agents
under certain circumstances, for any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative; and
"expenses" includes without limitation attorneys' fees and any expenses,
against expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with the proceeding if that person acted in
good faith and in a manner the person reasonably believed to be in the best
interests of the corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of the person was unlawful.

Hazardous Waste's Certificate of Incorporation provides that the directors of
the Company shall be protected from personal liability to the fullest extent
permitted by law. Hazardous Waste's By-laws also contain a provision for the
indemnification of Hazardous Waste's directors.

ITEM 25. OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION.

The Registrant estimates that expenses payable by it in connection with the
Offering described in this Registration Statement (other than the underwriting
discount and commissions and reasonable expense allowance) will be as follows:

SEC registration fee........................................... $264
Printing and engraving expenses................................ $500
Accounting fees and expenses................................... $1,000
Legal fees and expenses (other than Blue Sky).................. $11,736
Blue sky fees and expenses (including legal and filing fees)... $1,000
Miscellaneous.................................................. $1,000
----------
Total...................................................... $15,500
==========

30
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

The following securities were issued by Hazardous Waste within the past three
years and were not registered under the Securities Act.

In connection with organizing Hazardous Waste, on August 25, 2000,m Roy Nelson
was issued 500,000 shares of restricted common stock, Edward Nelson was issued
25,000 shares of restricted common stock, and Jay Starting was issued 25,000
shares of restricted common stock, in reliance upon Section 4(2) of the
Securities Act of 1933, to sophisticated persons having superior access to all
corporate and financial information. Under Rule 405 promulgated under the
Securities Act of 1933, Roy Nelson, Edward Nelson and Jay Starling may be
deemed to be promoters of Hazardous Waste. No other persons are known to
Management that would be deemed to be promoters. Roy Nelson and Edward Nelson
are brothers.

ITEM 27. EXHIBITS

(a) The following exhibits are filed as part of this Registration
Statement:

EXHIBIT
NUMBER DESCRIPTION
- ----------- -----------------------------------------

3.1 Articles of Incorporation
3.4 By-Laws
4.1 Form of common stock Certificate
5.1 Opinion of Kenneth G. Eade, Attorney at Law
(including consent)
6.1 Specimen of Stock Certificate
10
23.1 Consent of Independent Accountant
23.2 Consent of Kenneth G. Eade(filed as part of
Exhibit 5.1)
------------------------

31
ITEM 28. UNDERTAKINGS.

The undersigned Company undertakes to:

(a) (1) File, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:

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

(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;

(iii) Include any additional or changed material information on the plan
of distribution. (2) For determining liability under the Securities Act,
treat each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to be
the initial bona fide offering. (3) File a post-effective amendment to
remove from registration any of the securities that remain unsold at the
end of the offering.

(e) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of Hazardous Waste pursuant to the provisions referred to under Item 24
of this Registration Statement, or otherwise, Hazardous Waste 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 Hazardous Waste of expenses incurred or paid by a
director, officer or a controlling person of Hazardous Waste 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 Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of competent
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

(f) (1) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by Hazardous Waste under Rule 424(b)(1), or (4), or 497(h)
under the Securities Act as part of this Registration Statement as of the time
the Commission declared it effective.

(2) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial bona
fide offering of those securities.

II-6

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 the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the city of Santa
Barbara, state of California, on March 13, 2001.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.

Hazardous Waste Clean-Up

/s/ Roy Nelson
-----------------------------------
By: ROY NELSON, President and Director
Date: March 13, 2001

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

/Edward Nelson/
-----------------------------------
By: Edward Nelson, Chief Financial Officer and Director

[CAPTION]
Exhibit 3(a)
2196804
ENDORSED
FILED IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF CALIFORNIA
AUGUST 25, 2000
BILL JONES, SECRETARY OF STATE

ARTICLES OF INCORPORATION OF HAZARDOUS WASTE CLEAN-UP

FIRST: The name of the corporation is: HAZARDOUS WASTE CLEAN-UP

SECOND: The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business
or the practice of a profession permitted to be incorporated by the California
Corporations Code.

THIRD: The name and address in the State of California of this corporation's
initial agent for service of process is:

KENNETH G. EADE, 827 State Street, Suite 26, Santa Barbara, California 93101.

FOURTH: The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.

FIFTH: This corporation is authorized to issue only one class of shares of
stock, all common; and the total number of shares which this corporation is
authorized to issue is 30 Million (30,000,000).

I hereby declare that I am the person who executed the foregoing Articles of
Incorporation which execution is my own act and deed.

Executed August 24, 2000 at Newport Beach, California.

Roy E. Nelson
__________________________
ROY E. NELSON

[CAPTION]
EXHIBIT 3(b)
BY-LAWS OF Hazardous Waste Clean-Up

ARTICLE I - OFFICES
The office of the Corporation shall be located in the City and State designated
in the Articles of Incorporation. The Corporation may also maintain offices at
such other places within or without the United States as the Board of Directors
may, from time to time determine.

ARTICLE II - MEETING OF SHAREHOLDERS

Section 1 - Annual Meetings:

The annual meeting of the shareholders of the Corporation shall be held within
five months after the close of the fiscal year of the Corporation, for the
purpose of electing directors, and transacting such other business as may
properly come before the meeting.

Section 2 - Special Meetings:

Special meetings of the shareholders may be called at any time by the Board of
Directors or by the President, and shall be called by the President or the
Secretary at the written request of the holders of ten per cent (10%) of the
shares then outstanding and entitled to vote thereat, or as otherwise required
under the provisions of the Business Corporation Law.

Section 3 - Place of Meetings:

All meetings of shareholders shall be held at the principal office of the
Corporation, or at such other places as shall be designated in the notices or
waives of notice of such meetings.

ARTICLE IV - OFFICERS

Section 1 - Number, Qualifications, Election and Term of Office:

(a) The officers of the Corporation shall consist of a President, a Secretary,
a Treasurer, and such other officers, including a Chairman of the Board of
Directors, and one or more Vice Presidents, as the Board of Directors may from
time to time deem advisable. Any officer other than the Chairman of the Board
of Directors may be, but is not required to be, a director of the Corporation.
Any two or more offices may be held by the same person.

(b) The officers of the Corporation shall be elected by the Board of Directors
at the regular annual meeting of the Board following the annual meeting of
shareholders.

(c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his election, and until his successor shall have been
elected and qualified, or until his death, resignation or removal.

Section 2 - Resignation:

Any officer may resign at any time by giving written notice of such resignation
to the Board of Directors, or to the President or the Secretary of the
Corporation. Unless otherwise specified in such written notice, such
resignation shall take effect upon receipt thereof by the Board of Directors or
by such officer, and the acceptance of such resignation shall not be necessary
to make it effective.

Section 3 - Removal:

Any officer may be removed, either with or without cause, and a successor
elected by a majority vote of the Board of Directors at any time.

Section 4 - Vacancies:

A vacancy in any office by reason of death, resignation, inability to act,
disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by a majority vote of the Board of Directors.

Section 5 - Duties of Officers:

Officers of the Corporation shall, unless otherwise provided by the Board of
Directors, each have such powers and duties as generally pertain to their
respective offices as well as such powers and duties as may be set forth in
these by-laws, or may from time to time be specifically conferred or imposed by
the Board of Directors. The president shall be the chief executive officer of
the Corporation.
ARTICLE V - SHARES OF STOCK

Section 1 - Certificate of Stock:
(a) The certificates representing the shares of the Corporation shall be in
such form as shall be adopted by the Board of Directors, and shall be numbered
and registered in the order issued. They shall bear the holder's name and the
number of shares, and shall be signed by (I) the President or a Vice President,
and (ii) the Secretary or Treasurer, or any Assistant Secretary or Assistant
Treasurer, and shall bear the corporate seal.

(b) No certificate representing shares shall be issued until the full amount
of consideration therefor has been paid, except as otherwise permitted by law.

(c) To the extent permitted by law, the Board of Directors may authorize the
issuance of certificates for fractions of a share which shall entitle the
holder to exercise voting rights, receive dividends and participate in
liquidating distributions, in corporation to the fractional holdings; or it may
authorize the payment in cash of the fair value of fractions of a share as of
the time when those entitled to receive such fractions are determined; or it
may authorize the issuance, subject to such conditions as may be permitted by
law, of scrip in registered or bearer form over the signature of an officer or
agent of the Corporation, exchangeable as therein provided for full shares, but
such scrip shall not entitle the holder to any rights of a shareholder, except
as therein provided.

Section 2 - Lost or Destroyed Certificates:

The holder of any certificate representing shares of the Corporation shall
immediately notify the Corporation of any loss or destruction of the
certificate representing the same. The Corporation may issue a new certificate
in the place of any certificate theretofore issued by it, alleged to have been
lost or destroyed. On production of such evidence of loss or destruction as
the Board of Directors in its discretion may require, the Board of Directors
may, in its discretion, require the owner of the lost or destroyed certificate,
or his legal representatives, to give the Corporation a bond in such sum as the
Board may direct, and with such surety or sureties as may be satisfactory to
the Board, to indemnify the Corporation against any claims, loss, liability or
damage it may suffer on account of the issuance of the new certificate. A new
certificate may be issued without requiring any such evidence or bond when, in
the judgement of the Board of Directors, it is proper so to do.

Section 6 - Sureties and Bonds:

In case the Board of Directors shall so require, any officer, employee or agent
of the Corporation shall execute to the Corporation a bond in such sum, and
with such surety or sureties as the Board of Directors may direct, conditioned
upon the faithful performance of his duties to the Corporation, including
responsibility for negligence and for the accounting for all property, funds or
securities of the Corporation which may come into his hands.

Section 7 - Shares of Other Corporations:

Whenever the Corporation is the holder of shares of any other corporation, any
right or power of the Corporation as such shareholder (including the
attendance, acting and voting at shareholders' meetings and execution of
waivers, consents, proxies or other instruments) may be exercised on behalf of
the Corporation by the President, or such other person as the Board of
Directors may authorize.

ARTICLE VI - DIVIDENDS

Subject to applicable law, dividends may be declared and paid of any funds
available therefor, as often, in such amounts, and at such time or times as the
Board of Directors may determine.

ARTICLE VII-FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board of Directors
from time to time, subject to applicable law.

ARTICLE VIII-CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be approved from
time to time by the Board of Directors.

ARTICLE IX - AMENDMENTS
Section 1 - By Shareholders:

All by-laws of the Corporation shall be subject to alteration or repeal, and
new by-laws may be made, by the affirmative vote of shareholders holding of
record in the aggregate at least a majority of the outstanding shares entitled
to vote in the election of directors at any annual or special meeting of
shareholders, provided that the notice or waiver of notice of such meeting
shall have summarized or set forth in full therein, the proposed amendment.

Section 2 -By Directors:

The Board of Directors shall have power to make, adopt, alter, amend and
repeal, from time to time, by-laws of the Corporation; provided, however, that
the shareholders entitled to vote with respect thereto as in this Article IX
above-provided may alter, amend or repeal by-laws made by the Board of
Directors, except that the Board of Directors shall have no power to change the
quorum for meetings of shareholders or the Board of Directors, or to change any
provisions of the by-laws with respect to the removal of directors or the
filling of vacancies in the Board resulting from the removal by the
shareholders. If any by-law regulating an impending election of directors is
adopted, amended or repealed by the Board of Directors, there shall be set
forth in the notice of the next meeting of shareholders for the election of
directors, the by-law so adopted, amended or repealed, together with a concise
statement of the changes made.

Section 3 - Transfers of Shares:

(a) Transfers of shares of the Corporation shall be made on the share records
of the Corporation only by the holder of record thereof, in person or by his
duly authorized attorney, upon surrender for cancellation of the certificate or
certificates representing such shares, with an assignment or power of transfer
endorsed thereon or delivered therewith, duly executed, with such proof of the
authenticity of the signature and of authority to transfer and of payment of
transfer taxes as the Corporation or its agents may require.

(b) The Corporation shall be entitled to treat the holder of record of any
share or shares as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, equitable or other
claim to, or interest in, such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by law.

Section 4 - Record Date:

In lieu of closing the share records of the Corporation, the Board of Directors
may fix, in advance, a date not exceeding fifty days, or less than ten days, as
the record date for the determination of shareholders entitled to receive
notice of, or to vote at, any meeting of shareholders, or to consent to any
proposal without a meeting, or for the purpose of determining shareholders
entitled to receive payment of any dividends, or allotment of any rights, or
for the purpose of any other action.

38
If no record date is fixed, the record date for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders
shall be at the close of business on the day next preceding the day on which
notice is given, or, if no notice is given, the day on which the meeting is
held; the record date for determining shareholders for any other purpose shall
be at the close of business on the day on which the resolution of the directors
relating thereto is adopted. When a determination of shareholders of record
entitled to notice of or to vote at any meeting of shareholders has been made
as provided for herein, such determination shall apply to any adjournment
thereof, unless the directors fix a new record date for the adjourned meeting.

Section 13 - Committees:

The Board of Directors, by resolution adopted by a majority of the entire
Board, may from time to time designate from among its members an executive
committee and such other committees, and alternate members thereof, as they
deem desirable, each consisting of three or more members, with such powers and
authority (to the extent permitted by law) as may be provided in such
resolution. Each such committee shall serve at the pleasure of the Board.

ARTICLE X - INDEMNITY

(a) Any person made a party to any action, suit or proceeding, by reason of
the fact that he, his testator or intestate representative is or was a
director, officer of employee of the Corporation, or of any Corporation in
which he served as such at the request of the Corporation, shall be indemnified
by the Corporation against the reasonable expenses, including attorney's fees,
actually and necessarily incurred by him in connection with the defense of such
action, suit or proceedings, or in connection with any appeal therein, except
in relation to matters as to which it shall be adjudged in such action, suit or
proceeding, or in connection with any appeal therein that such officer,
director or employee is liable for negligence or misconduct in the performance
of his duties.

(b) The foregoing right of indemnification shall not be deemed exclusive of
any other rights to which any officer or director or employee may be entitled
apart from the provisions of this section.

(c) The amount of indemnity to which any officer or any director may be
entitled shall be fixed by the Board of Directors, except that in any case
where there is no disinterested majority of the Board available, the amount
shall be fixed by arbitration pursuant to the then existing rules of the
American Arbitration Association.

The undersigned incorporator certifies that he has adopted the foregoing
by-laws as the first by-laws of the Corporation.

39
Dated: August 25, 2000

/s/ Roy Nelson
-------------------------
Incorporator

[CAPTION]
Exhibit 4.1
SPECIMEN OF COMMON STOCK CERTIFICATE

EXHIBIT
Hazardous Waste Clean-Up

[________]NUMBER SHARES[________]
INCORPORATED UNDER THE LAWS OF THE STATE OF California
30,000,000 SHARES COMMON STOCK AUTHORIZED, $.001 PAR VALUE

COMMON STOCK CUSIP
SEE REVERSE FOR CERTAIN
DEFINITIONS
THIS CERTIFIES THAT

Is the RECORD HOLDER OF SHARES OF FULLY PAID AND NON-ASSESSABLE
SHARES OF COMMON STOCK OF HAZARDOUS WASTE CLEAN-UP TRANSFERABLE ON THE BOOKS OF
THE CORPORATION IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS
CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE AND THE SHARES REPRESENTED
HEREBY ARE SUBJECT TO THE LAWS OF THE STATE OF California, AND TO THE
CERTIFICATE OF INCORPORATION AND BYLAWS OF THE CORPORATION, AS NOW OR HEREAFTER
AMENDED. THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER
AGENT.

WITNESS the facsimile seal of the Corporation and the signature of its duly
authorized officers.

Dated:

[SEAL OF Hazardous Waste Clean-Up}

/s/ ROY NELSON /s/ EDWARD E. NELSON
- - ----------------------- ---------------------
President Secretary

COUNTERSIGNED
AMERICAN REGISTRAR & TRANSFER CO.
342 E. 900 South
P.O. Box 1798
Salt Lake City, Utah 84110

By: ^^Richard M. Day^^
40

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common UNIF GIFT MIN ACT - ____Custodian____
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as Act ________________________
tenants in common (State)

Additional abbreviation may also be used though not in above list.

FOR VALUE RECEIVED, _________hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------------

- ---------------------------------------

__________________________________________________________________________
(Please print or typewrite name and address including zip code of assignee)

__________________________________________________________________________

__________________________________________________________________________
Shares of the capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint

__________________________________________________________________________
Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.

Dated, ---------------------------------

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the Certificate, in every particular, without
alteration or enlargement, or any change whatever.

[CAPTION]
EXHIBIT 5.1 OPINION OF COUNSEL AND CONSENT

March 9, 2001

Board of Directors
Hazardous Waste Clean-Up
827 State Street, Suite 26
Santa Barbara, CA 93101

Re: Hazardous Waste Clean-Up

Gentlemen:

The undersigned is counsel for Hazardous Waste Clean-Up. I have been requested
to render an opinion on the tradeability of the 1,000,000 shares of Hazardous
Waste proposed to be sold pursuant the Hazardous Waste's Registration Statement
on Form SB-2. In rendering this opinion, I have reviewed Hazardous Waste's
Registration on Form SB-2, Hazardous Waste's Form 10SB, company articles of
incorporation and by laws and other corporate documents. All representations
made to me in Hazardous Waste documents and by company officers and directors
are deemed to be accurate. It is my opinion that the shares to be issued will
be free trading shares. It is further my opinion that:

1. Hazardous Waste is a corporation duly organized, validly existing and in
good standing and is qualified to do business in each jurisdiction in which
such qualification is required.

2. That the shares of common stock to be issued by Hazardous Waste have been
reserved and, when issued, will be duly and properly approved by Hazardous
Waste's Board of Directors.

3. That the shares of stock, when and as issued, will be fully paid and non-
assessable, and will be a valid and binding obligation of the corporation.

4. That the shares of common stock have not been but will be registered under
the Securities Act of 1933, as amended (the "Act"), and will be registered by
coordination with or exempt from the securities laws of the state jurisdictions
in which they will be sold.

I hereby consent to the use of this opinion in Hazardous Waste's Registration
Statement on Form SB-2. Please feel free to contact the undersigned should you
have any further questions regarding this matter.

Very truly yours,

Kenneth G. Eade
KENNETH G. EADE

[CAPTION]
EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANT
I hereby consent to the inclusion of the independent accountant's report dated
March 15, 2001 and the related statements of income, stockholder's equity, and
cash flows for the years then ended in the Registration Statement on Form SB-2,
and any other references to me in the Registration Statement.

ROGER G. CASTRO
Roger G. Castro
Certified Public Accountant

Oxnard, California
March 15, 2001

EXHIBIT
[CAPTION]
SUBSCRIPTION AGREEMENT
Hazardous Waste Clean-Up
341 Promontory Drive West
Newport Beach, CA 92660

Gentlemen:

The undersigned has received your prospectus dated ____________, 2001. The
undersigned represents as set forth below and subscribes to purchase
________Shares at $1.00 per Share, for $_______________, subject to your
acceptance of this subscription. There is no minimum contingency and proceeds
may be utilized at the issuer's discretion. If any checks are delivered to any
NASD member, the member must promptly, by noon of the next business day,
transmit all checks received to the issuer or any person entitled thereto. The
undersigned, if an individual, is a resident of, or, if a corporation,
partnership or trust, has as its principal place of business:

The state of California_____
The State of New York_____
The State of Florida_____
The District of Columbia_____Other State _____________
A State foreign to U.S.A._____

Dated:______________.

If not an individual:_________________________
Signature
__________________________________________________
Name of Corporation, Trust, Print or type name of
or Partnership Signer
__________________________________________________
State where incorporated,P.O. Box or Street Address
organized, or domiciled

__________________________________________________
Print Signer's Capacity, City, State and Zip Code

_________________________
Tax ID Number_________________________
Telefax and Phone Numbers
_________________________
Social Security
43