As filed with the Securities and Exchange Commission December 17, 2001 File
No.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

COMMERCIAL EVALUATIONS, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)

Nevada 88-0477246
------------------------------ -----------------
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)

2320 Paseo Del Prado, Building "B", Suite 1
Las Vegas, NV 89102
(702) 866-6029
--------------------------------------------------------------
(Address and telephone number of registrant's principal offices)

Robert Barcelon, President
COMMERCIAL EVALUATIONS, INC.
2320 Paseo Del Prado, Building "B", Suite 1
Las Vegas, NV 89102
(702) 866-6029
-------------------------------------------------------
(Name, address and telephone number of agent for service)

Copies to:
Thomas C. Cook and Associates, Ltd.
Thomas C. Cook, Esq.
4955 S. Durango Drive
Suite 214
Las Vegas, Nevada 89113
(702) 952-8519

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.

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

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. [ ]

CALCULATION OF REGISTRATION FEE

Title of Securities Amount to Proposed Maximum Proposed Maximum Amount of
to be registered be registered Offering Price Aggregate Offering Registration
per share Price Fee
------------- ------------- ------------- ------------- -------------

Common Stock 400,000 shares $0.15 $60,000 $15

The number of shares to be registered is estimated solely for the purpose of
calculating the registration fee.

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

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

Subject to completion December 17, 2001

PROSPECTUS

$60,000
COMMERCIAL EVALUATIONS, INC.
COMMON STOCK

This is Commercial Evaluations, Inc.'s Initial Public Offering. We are Offering
400,000 shares of common stock. The public Offering price is $0.15 per share. No
public market currently exists for our shares. We were formed in 1994 and the
mortgage activities began February 29, 2000.

See "Risk Factors" beginning on Page 2 for certain information you should
consider before you purchase the shares.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

The shares are offered on a "best efforts, all or nothing" basis directly
through our officers and directors. No commission or other compensation related
to the sale of the shares will be paid to any of our officers or directors. The
proceeds of the Offering will be placed and held in a trust account at Thomas C.
Cook and Associates, Ltd. until $60,000 in cash has been received as proceeds
from sale of shares. If we do not receive all of the proceeds within 120 days
from the date of this prospectus, unless extended by us for up to an additional
60 days, your investment will be promptly returned to you without interest and
without any deductions. We may terminate this Offering prior to the expiration
date.

Price to Public Commissions Proceeds to Company*
--------------- ----------- -------------------

Per Share $0.15 $-0- $0.15

Offering $60,000 $-0- $60,000

*Approximately $4,000 of the proceeds will be used to pay for filing fees,
legal, accounting, printing and advertising. Net proceeds to the Company are
estimated to be $56,000.

The date of this Prospectus is December 17, 2001.

Table of Contents

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

Prospectus Summary 4
Risk Factors 5
Forward Looking Statements 9
Use of Proceeds 10
Determination of Offering Price 11
Dilution 11
Management's Discussion and Analysis of Financial Condition 12
Description of Business 14
General 14
Organizer 14
Nature of Business 15
Employees 16
Facilities 17
Legal Proceedings 17
Management 18
Executive Compensation 19
Certain Transactions 19
Security Ownership of Certain Beneficial Owners
and Management 20
Description of Securities 20
Shares Eligible for Future Sale 21
Plan of Distribution 23
Legal Matters 24
Experts 24
Additional Information 24
Financial Statements 25
Indemnification of Directors and Officers 32
Other expenses of issuance and distribution. 32
Recent sales of unregistered securities 33
Exhibits. 33
Undertakings 33
Signatures 34

PROSPECTUS SUMMARY

THE COMPANY

The predecessor company to Commercial Evaluations, Inc., (the "Company")
was organized as a Nevada corporation as ZXS, Inc. on June 7, 1994. The name was
changed on February 29, 2000. The Company operates as a net branch of a mortgage
bank operating under a Nevada exemption. Under the net branch agreement with
Skofed Mortgage Funding Corporation, the Company pays rent or a fee on each loan
closed. The Company is responsible for payment of all costs attributed to the
operation and receives a net check at the close of each transaction. The primary
function of the Company will be to arrange mortgage loans for consumers for the
purchase of residential real estate; however, wholesale mortgage-banking
services, construction lending brokering services and commercial loan brokering
services will also be offered.

RISK FACTORS

Investing in our stock is very risky and you should be able to bear a
complete loss of your investment. Please read the following risk factors
closely.

Purchase of the Shares offered hereby involves certain risks. Prospective
purchasers should consider, among other things, the following before making a
decision to purchase any securities being offered.

Our management and operations are largely dependent upon the efforts of the
current officers and directors. The loss of any of them could jeopardize our
continued operations.

If we are successful in completing this Offering, it will be dependent on
the services of its officers and directors. The most significant business risk
we face is the loss of any one of their services, or an inability to attract or
retain qualified personnel. We have no plans to obtain key person life insurance
for its officers and directors upon completion of this Offering.

Competition

We face substantial competition from numerous mortgage banking companies.
Generally, however, we believe that our management team will be reasonably
successful obtaining mortgage banking business on the basis of their past
reputation and experience.

We have a very limited operating history.

The Company was formed on June 7, 1994. It began its mortgage activities on
February 29, 2000, and has modestly growing revenues from operations and the
initial capitalization by its founders. Accordingly, there can be no assurance
that the Company will generate revenues in the future or that the Company will
operate at a profitable level.

Demographics

Products/services are being offered primarily from the Las Vegas
metropolitan area primarily to southern Nevada areas. Should there be an
economic downturn, the middle class urban and suburban home buyers (mostly
casino, restaurant and entertainment service employees) would not be buying.

Future government regulations could negatively impact our business.

Management of the Company believes that its level of business is highly
dependent on the health of the Nevada real estate market and the business
climate in general, both of which can be effected by government actions
regarding interest rates and taxation. Adverse governmental regulations could
significantly reduce the desire of the public to buy new or existing homes and
consequently impact the Company's business.

Reliance on Others

There are risks inherent in the transactions to be undertaken by the
Company, especially where the Company will be relying on others for legal and
accounting advice. Should one or more of these outside experts experience
difficulties, they may be difficult to replace. However, there will be quality
controls in place both at the branch and corporate levels.

The funds raised by this offering may not be adequate for our operational needs.
Therefore, we may need to raise additional funds.

Even if all of the 400,000 Shares offered hereby are sold, the funds
available to us may not be adequate for it to be competitive in the industry.
There is no assurance that additional funds will be available from any source
when we need it for expansion; and, if not available, we may not be able to
expand its operation as rapidly as it could if such financing were available.
The proceeds from this Offering are expected to be sufficient for the Company to
sustain operations and increase its marketing. Additional financing could
possibly come in the form of debt/preferred stock or a private placement of
Common Stock. If additional shares were issued to obtain financing, investors in
this Offering would suffer a dilutive effect on their percentage of stock
ownership in the Company.

The primary risk to any investor is the initial cash outlay. To minimize
this risk, the Company plans to continue to operate out of a leased facility,
utilize existing personnel and use the equipment currently owned by the Company
at its current corporate headquarters in Las Vegas. Branch office expansion to
other Western states will only be launched when mortgage traffic increases to
justify such a move. The Company expects a minimal outlay for purchasing or
leasing a few additional office equipment, supplies, second-hand furniture and
other miscellaneous items.

You may lose your entire investment.

The Shares offered hereby are highly speculative and involve a high degree
of risk and should not be purchased by any person who cannot afford the loss of
his entire investment. A purchase of the Company's stock in this Offering would
be unsuitable for a person who cannot afford to lose his entire investment.

Your investment will suffer immediate dilution.

Assuming the sale of all Shares offered hereby, the net tangible book value
of the Company's Shares would then be approximately $0.0806 per Share compared
to the $0.15 public Offering price. Accordingly, persons purchasing Common Stock
in this Offering if all the Shares offered are sold would then suffer a $0.0694
per share dilution to the net tangible book value of their Shares.

This offering is being sold on an "all or nothing, best efforts" basis.

We are offering the Shares on an "all or nothing, best efforts" basis, and
no individual, firm or corporation has agreed to purchase or take down any of
the offered Shares. No assurance can be given that any or all of the Shares will
be sold. We shall deposit in a trust account the funds received from the
purchase of Shares sold by the Company. In the event that the Offering of
$60,000 is not received within one hundred eighty (180) days of the effective
date of this Registration Statement, the proceeds so collected will be refunded
to Investors without deducting expenses. During this escrow period, you will not
have use of nor derive benefits from the money you have invested which is held
in escrow.

Purchasers in this offering will have a limited voice in our affairs.

Currently, officers and directors as a group directly own 500,000 shares of
common stock or 100% of the 500,000 shares of common stock outstanding. Assuming
all 400,000 shares of this offering are sold, the officers and directors will
still directly own 55.56% of the issued and outstanding common stock - giving
the individual investor a limited say in matters relating to our direction and
management. Therefore, the decision-making ability of the acting management team
will play a major role in determining our future health.

The use of a portion of the proceeds from this offering will be at the
discretion of management. Therefore, if we do not use our discretion wisely, our
long-term success could suffer.

Although a portion of the net proceeds of this offering is intended for
specific uses, the balance will be available for whatever management deems
appropriate for our future success. Generally, this will include:

(a) working capital;
(b) fees associated with our future capitalization strategy; and
(c) general corporate purposes.

Therefore, the application of the net proceeds of this offering is
substantially within the discretion of our management. You will be relying on
our management and business judgment based only upon limited information about
our specific intentions. Achieving our financial and strategic objectives cannot
be guaranteed with the application of the net proceeds of this offering.

Investors may not earn interest on their money invested with us while it is in
escrow.

Investors will not receive any return on their money submitted with their
subscription should the minimum offering requirement be reached. At the close of
escrow, all subscriptions and any income received thereon will be paid directly
to us. Should the offering not be reached, interest will be paid up to the date
the funds are removed from escrow. It could take 120 days to receive back one's
initial investment and interest because subscriptions are irrevocable during the
offering period.

The value of your investment may decrease between the time you invest and the
time a certificate is issued to you.

Investors could lose money because the market value of our shares might
decrease between the date that we close the offering and when we provide you
with certificates thirty days later. An investor is unable to sell their shares
of stock until they are physically in the possession of the stockbroker with
whom he or she is placing the sell order. However, trading in our common stock
may occur prior to the receipt of your certificate. Therefore, the price offered
for our common stock may be lower at the time your certificates are issued than
at the time your investment was first made resulting in a loss of part or all of
your investment.

We will not pay dividends in the foreseeable future.

We do not anticipate paying dividends on its Common Stock in the
foreseeable future but do plan to retain earnings, if any, for the operation and
expansion of our business. (See "Description of Common Stock")

A market may not develop for our company's stock because our company's common
stock may not be included in a quotation system.

Before this offering, there has been no public trading market for our
common stock. We seek to have our shares of common stock trade in the
over-the-counter market on the NASD's Over-the-Counter Bulletin Board, an
inter-dealer automated quotation system for equity securities not included in
the NASDAQ Small Cap Market or National Market. If we are unable to include our
shares of common stock for quotation on the Bulletin Board we expect our shares
to trade on the NQB "Pink Sheets" published by the Pink Sheets, LLC. Although
the Bulletin Board has recently begun to receive greater recognition from the
brokerage community, the trading volume of securities quoted on the Bulletin
Board is normally substantially less than that of securities traded on the
NASDAQ Small Cap Market and National Markets. Trading volume in Pink Sheet
securities is substantially less than that of Bulletin Board securities.

You may have more difficulty selling our securities or obtaining price
quotations than if our stock was listed on the NASDAQ or a national securities
exchange, particularly if our shares are traded on the Pink Sheets. Because our
common stock is not listed on any national securities exchange, our common stock
may not be easily traded, not only in the amount of shares that could be bought
and sold, but also through delays in the timing of transactions, and lower

prices for our shares of common stock than might otherwise be obtained. Other
drawbacks would include a reduction in the number of securities analysts who
follow our common stock and a lack of news media coverage for our company.

A market may not develop for our company's common stock because no underwriters
or broker/dealers have agreed to make a market in our stock.

Additionally, we are not using an underwriter to sell this issuance, and
cannot guarantee that any broker/dealer will make a market in our common stock.
"Making a market" means maintaining buy and sell quotations and being able to
fulfill transactions at those quoted prices and in reasonable quantities,
subject to various securities laws and other regulatory requirements. The
development of a public trading market depends on the existence of willing
buyers and sellers, which we do not control. We cannot guarantee that a regular
trading market for our common stock will develop after this offering or that, if
developed, it will be sustained. The ability to withstand a potential loss of
all or a portion of one's investment in this offering should be considered
before making an investment decision.

The trading activity in our common stock may be hindered by the applicability of
penny stock regulations.

Our common stock is subject to "penny stock" regulations and broker/dealer
practices in connection with transactions in "penny stocks," which are regulated
by certain penny stock regulations adopted by the SEC. A penny stock generally
is any equity security with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system, provided that current price and volume information with respect to
transactions in the security is provided by the exchange or system). In
addition, a security will be exempt from the penny stock regulations if the
issuer of the security has (i) net tangible assets in excess of $2,000,000, if
the issuer has been in continuous operation for at least three years, or
$5,000,000 if the issuer has been in continuous operation for less than three
years; or (ii) average revenue of at least $6,000,000 for the last three years.
None of these exemptions currently apply to our Company.

The penny stock regulations require a broker/dealer, prior to a transaction
in a penny stock not otherwise exempt from the regulations, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker/dealer must also
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker/dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. In addition, the penny stock regulations generally
require that prior to a transaction in a penny stock the broker/dealer make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock regulations. Due to the fact that our common stock will be subject
to these penny stock regulations, you may find it more difficult to sell your
securities.

FORWARD-LOOKING STATEMENTS

You should carefully consider the risk factors set forth above, as well
as the other information contained in this prospectus. This prospectus contains
forward-looking statements regarding events, conditions, and financial trends
that may affect our plan of operation, business strategy, operating results, and
financial position. You are cautioned that any forward-looking statements are
not guarantees of future performance and are subject to risks and uncertainties.
Actual results may differ materially from those included within the
forward-looking statements as a result of various factors.

Cautionary statements in the risk factors section and elsewhere in this
prospectus identify important risks and uncertainties affecting our future,
which could cause actual results to differ materially from the forward-looking
statements made in this prospectus.

USE OF PROCEEDS

The proceeds from the sale of the 400,000 shares of Common Stock
offered by the Company, assuming the "all or nothing, best efforts" Offering if
completed at an initial public Offering price of $0.15 per share, will be
$60,000. The Company will receive net proceeds from this Offering of
approximately $56,000 after deducting the costs of this Offering which are
estimated at $4,000, including legal, accounting, filing fees, printing,
advertising and transfer agent expenses.

The Company proposes to use the net proceeds from this Offering for the
following purposes:

Total Proceeds
Total Offering Percent
-------------- -------
Less: Offering Expenses $ 60,000 100.0%
====== ======

Accounting $ 1,500 2.5%
Legal $ 1,000 1.7%
Transfer Agent $ 500 0.8%
Copying & Advertising $ 500 0.8%
Other (Specify):
Offering Filing Fees $ 500 0.8%
-------- -----

Offering Expenses Total $ 4,000 6.7%
Net Proceeds from Offering $ 56,000 93.3%

Use of Net Proceeds
Total Net Total Net
--------- Proceeds
Percent
--------
Advertising $ 30,000 50.0%
Personnel $ 9,000 15.0%
Training costs $ 7,000 11.7%
Computer & Services $ 5,000 8.3%
Working Capital $ 5,000 8.3%
-------- -----
Net Proceeds Total $ 56,000 93.3%

Offering Expenses $ 4,000 6.7%
-------- ----

TOTAL USE OF PROCEEDS $ 60,000 100.0%
======== ======

Management anticipates expending these funds for the purposes indicated
above. To the extent that expenditures are less than projected, the resulting
balances will be retained and used for general working capital purposes or
allocated according to the discretion of the Board of Directors. Conversely, to
the extent that such expenditures require the utilization of funds in excess of
the amounts anticipated, supplementing amounts may be drawn from other sources,
including, but not limited to, general working capital and/or external
financing. The net proceeds of this Offering that are not expended immediately
may be deposited in interest or non-interest bearing accounts, or invested in
government obligations, certificates of deposit, commercial paper, money market
mutual funds or similar investments.

The working capital reserve may be used for general corporate purposes to
operate, manage and maintain the current and proposed operations including
employee wages, professional fees, expenses and other administrative costs.

Costs associated with being a public company, including compliance and
audits of our financial statements will be paid from working capital and
revenues generated from our operations. Pending expenditures of the proceeds of
this Offering, we may make temporary investments in short-term, investment
grade, interest-bearing securities, money market accounts, insured certificates
of deposit and/or in insured banking accounts.

DETERMINATION OF OFFERING PRICE

The Offering price of the shares was arbitrarily determined by our
management. The Offering price bears no relationship to our assets, book value,
net worth or other economic or recognized criteria of value. In no event should
the Offering price be regarded as an indicator of any future market price of our
securities. In determining the Offering price, we considered such factors as the
prospects for our products, our management's previous experience, our historical
and anticipated results of operations and our present financial resources.

DILUTION AND COMPARATIVE DATA

"Net tangible book value" is the amount that results from subtracting the
total liabilities and intangible assets of an entity from its total assets.
"dilution" is the difference between the public Offering price of a security
such as the Common Stock, and its net tangible book value per Share immediately
after the Offering, giving effect to the receipt of net proceeds in the
Offering. As of September 30, 2001, the net tangible book value of the Company
was $16,564, or $0.0331 per Share of Common Stock, prior to the Offering of
400,000 Shares of Common Stock at $0.15 per Share (total Offering, $60,000).

The following table illustrates the pro forma per Share dilution that
present Shareholders will incur and the benefits to new Shareholders assuming
that all of the Shares offered are sold.

Public Offering price per share....................................$0.15

Net tangible book value per share before Offering $0.0331
Net tangible book value per share after Offering $0.0806*
Increase/Decrease in net tangible book value per share
to new Shareholders after Offering ($0.0694)
Increase/Decrease to current Shareholders in net tangible
book value per share after the Offering $0.0475
*After Offering expenses are deducted.

The numbers used for Present Shareholders assumes that none of the present
shareholders purchase additional shares in this Offering.

Investors will have contributed $60,000 if the Offering is completed,
compared to $50,000 contributed by Initial Shareholders. Further, Investors will
only own 44.44% of the total Shares.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

The following discussion and analysis should be read in conjunction with
the financial statements and accompanying notes contained elsewhere in this
Prospectus.

Our company began its commercial operations in loan processing in June
2000. Previously, time was spent in organizing people and operations. Loan
processing was delayed by the incapacity of a Company founder. There were only
seven months of operations in 2000 compared with nine months of operations in
2001 as of September 30, 2001. Therefore, year-to-year comparisons are not
relevant. Below is a table illustrating the mortgage loan closings for our
Company from June 1, 2000 through September 30, 2001. For the only four
comparable months year-to-year (June through September), there were $1,316,871
mortgage loans closed in 2000 and $3,902,698 mortgage loans closed in the
similar period in 2001.

Loan Closings

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

2000 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
- -------- -------- -------- -------- ------- -------- -------- -------- -------- -------- -------- -------- --------
92,150 128,520 117,325 130,100 124,969 178,000 135,709
- -------- -------- -------- -------- ------- -------- -------- -------- -------- -------- -------- -------- --------
127,266 118,300 127,800 122,220 60,000 126,100 112,000
- -------- -------- -------- -------- ------- -------- -------- -------- -------- -------- -------- -------- --------
119,310 102,300 127,500 111,084 142,500
- -------- -------- -------- -------- ------- -------- -------- -------- -------- -------- -------- -------- --------
131,580 83,420 30,000
- -------- -------- -------- -------- ------- -------- -------- -------- -------- -------- -------- -------- --------
218,500
- -------- -------- -------- -------- ------- -------- -------- -------- -------- -------- -------- -------- --------

- -------- -------- -------- -------- ------- -------- -------- -------- -------- -------- -------- -------- --------
TOTAL 219,416 366,130 245,125 486,200 312,469 717,104 420,209
- -------- -------- -------- -------- ------- -------- -------- -------- -------- -------- -------- -------- --------

- -------- -------- -------- -------- ------- -------- -------- -------- -------- -------- -------- -------- --------
2001
- -------- -------- -------- -------- ------- -------- -------- -------- -------- -------- -------- -------- --------
118,146 164,730 125,100 121,500 153,900 128,189 162,000 110,140 340,000
- -------- -------- -------- -------- ------- -------- -------- -------- -------- -------- -------- -------- --------
240,000 178,650 130,561 134,883 92,547 101,250 195,500 136,852 203,000
- -------- -------- -------- -------- ------- -------- -------- -------- -------- -------- -------- -------- --------
705,000 34,743 143,000 255,200 144,000 32,000 111,500 110,761
- -------- -------- -------- -------- ------- -------- -------- -------- -------- -------- -------- -------- --------
94,400 104,646 86,000 165,300 120,000
- -------- -------- -------- -------- ------- -------- -------- -------- -------- -------- -------- -------- --------
109,650 130,945 119,735
- -------- -------- -------- -------- ------- -------- -------- -------- -------- -------- -------- -------- --------
180,000 122,000
- -------- -------- -------- -------- ------- -------- -------- -------- -------- -------- -------- -------- --------
200,000 172,500
- -------- -------- -------- -------- ------- -------- -------- -------- -------- -------- -------- -------- --------
94,000 112,730
- -------- -------- -------- -------- ------- -------- -------- -------- -------- -------- -------- -------- --------
400,000
- -------- -------- -------- -------- ------- -------- -------- -------- -------- -------- -------- -------- --------

- -------- -------- -------- -------- ------- -------- -------- -------- -------- -------- -------- -------- --------
TOTAL 1,063,146 378,123 255,661 399,383 596,047 478,085 1,459,150 1,061,967 893,496
- -------- -------- -------- -------- ------- -------- -------- -------- -------- -------- -------- -------- --------

Liquidity

Cash at the end of the period of $3,437 was $258 greater than cash at the
beginning of the period of $3,179. Minimal office equipment was purchased for
new loan officers added during the period. Liquidity is expected to be
sufficient to provide for additional equipment. No major expenditures are
anticipated.

The Board of Directors elected to register this Prospectus to provide for
additional working capital to hire more loan officers and to expand the
Company's marketing program. Failure to close this Offering will not impact
current operations as depicted in the chart above. However, the Company will not
be able to expand as rapidly as desired with the increased mortgage loan
closings that would be anticipated with the addition of more loan officers and
increased advertising and promotion.

Cash Flow

Mortgage loan closings are generally increasing as the chart above
indicates. Current officers, directors and independent contractors made these
closings. It is expected that the cash flow provided by these people will
continue to be sufficient to support operations as currently defined. The
successful closing of this Offering is expected to increase cash flow beyond the
expenditures required to support additional loan officers. The failure of the
offering will not affect current operations, which generated an excess of cash
over expenses from July 1 to September 30, 2001.

Results of Operations

The most recent quarterly results (July 1 to September 30, 2001) saw
mortgage loan closings at $3,424,613, the largest in the brief history of the
Company. This continues of trend of generally increasing quarterly mortgage loan
closings since June 1, 2000. The net loss of $862 is negligible and on a cash
basis is largely attributed to the non-cash item of $848 for Depreciation and
Amortization.

Material Events

Other than the filing of this Offering, there have been no material events
after the audit of financial statements ending September 30, 2001.

Outlook

Regardless of the success of this Offering, the Company expects to continue
to generally increase its mortgage loan closing rate due to the increased
exposure of its quality of service to others, increased marketing recognition
with its existing limited funds, a robust housing economy in the Las Vegas area
and its continued good relations with SkoFed. The successful completion of this
Offering provides us with additional capital to expand upon the solid base
established in the previous 16 months of active operations in the mortgage
lending business in Nevada.

DESCRIPTION OF BUSINESS

General

The predecessor company to Commercial Evaluations, Inc., (the "Company")
was organized as a Nevada corporation as ZXS, Inc. on June 7, 1994. The name was
changed on February 29, 2000. The Company operates as a net branch of a mortgage
bank operating under a Nevada exemption. Under the net branch agreement with
Skofed Mortgage Funding Corporation, the Company pays a fee on each loan closed.
The Company is responsible for payment of all costs attributed to the operation
and receives a net check at the close of each transaction. The primary function
of the Company will be to arrange mortgage loans for consumers for the purchase
of residential real estate; however, wholesale mortgage-banking services,
construction lending brokering services and commercial loan brokering services
will also be offered.

The Organizer

The Company's President, Robert Barcelon, replaced founder Robert Kelly as
an Organizer on November 27, 2001 due to Mr. Kelly's continued inability to
participate in Company activities because of serious ill health. Mr. Barcelon
has more than 27 years of experience in home construction and mortgage lending
in the Las Vegas area.

The Nature of the Business

Residential Lending Services: In the residential lending service area, the
Company derives fees that are paid by the borrower. The Company out of the gross
proceeds of the residential loan earns these fees. Fees assessed are comprised
of an origination fee, processing fee, document preparation fee, inspection fee,
and warehouse differential fees. Typically, the Company pays a commission to the
independent contractor, or loan officer, responsible for originating the loan.
Also, if a transaction involves a wholesale residential loan, the Company also
remits a portion of the total fee to the originating mortgage company. The
amount of any remittance varies according to the arrangement established with
the originating mortgage company.

Within this market, the Company's approach to residential lending involves:
(1) locating potential borrowers, primarily through a "retail" approach whereby
a staff loan officer meets directly with the consumer, or borrower, to arrange
financing for the purchase or refinance of residential real estate and (2)
funding of these residential loans through use of funds made available to the
Company by a warehouse bank, or extended line of credit. Additionally, the
Company has a pool of private investors who can provide funds to those borrowers
that do not qualify for conventional financing within our product line. This
pool of investors has been established by the Company through the efforts of the
sales force and thoroughly enhances the product mix.

Government Regulation: Many of the financial products being offered will be
governed by rules and regulations as set forth by the Department of Veteran
Affairs (VA), the Department of Housing and Urban Development (HUD), the Federal
Housing Authority (FHA), the Federal Home Loan Mortgage Corporation (FHLMC or
"Freddie Mac"), the Federal National Mortgage Association (FNMA or "Fannie
Mae"), and the Government National Mortgage Association (GNMA or "Ginnie Mae").

As of the date of this filing, no substantive changes were being undertaken
at the federal or state level with regard to these agencies and programs.

Facilities: Commercial Evaluations, Inc., owns no real property. The Company
leases an office at 2320 Paseo Del Prado, Building "B", Suite 108, Las Vegas,
Nevada 89129 and operates its business from that location.

Investment Policies: Real Estate: The Company does not plan to use any of its
capital to purchase any real property for speculative investment purposes. Real
Estate Mortgages: Although the purpose of the Company is to facilitate real
estate finance in construction and permanent loans, the Company will not
shelf/warehouse any of the loans. All real estate loans successfully closed will
be transferred to one of the Company's warehouse banks.

Construction Lending Brokering Services: The Company acts as an intermediary
between the builder who is seeking funds to complete his project and the
financial institution who is willing to lend these funds. The Company has a
significant pool of commercial banks, thrifts, savings and loans that are
interested in lending money for construction of single-family homes, primarily
in Las Vegas, Nevada. The benefits to placing a construction loan are not simply
the fees generated by the construction loan, but by the built-in business that
is secured through the residential mortgage banking services that are provided,
subsequently, as the homes are sold to individual borrowers. When negotiating
with a builder for construction financing, the Company obtains a forward
commitment guaranteeing that the majority of residential loans are to be placed
through our residential mortgage banking services area.

Commercial Lending Brokering Service: In the commercial loan brokering business
area, the Company's loan officers call upon developers of commercial property to
secure applications for loans secured by commercial real estate. After Company
personnel process these applications, the Company serves as an intermediary in
finding suitable lenders (or Investors) for the loans. Because of the typically
large dollar amount of these loans, insurance companies, pension plans, and
savings and loan associations fund most of the loans. Upon funding of a
commercial loan, the Company receives a fee from the lender. The amount of the
fee is determined by the dollar size of the transaction, prevailing competition,
and market conditions.

With respect to commercial loans, the Company functions as an agent on
behalf of commercial real estate borrowers. Underwriting of commercial loans
requires a considerable amount of experience and business knowledge, and the
negotiations involving these loans can be very detailed and time consuming.
However, the Company customarily receives large origination fees for these loans
because of the large loan amounts involved.

Marketing: To date, the Company's mortgage loan applicants have been obtained by
(1) the actions of the Company's loan officers and originators, (2) personal
contacts through Company Officers and Directors and (3) referrals from previous
borrowers. The Company will also market its loan services by means of direct
mail and newspaper advertising.

Competition: The Company is in direct competition with numerous local business
entities that provide mortgage banking and brokering services.

The Company faces intense competition from the mortgage banking operations
of savings & loan and thrift institutions that possess substantially greater
financial resources than the Company. The competition also has an established
share of mortgage banking market, which the Company believes is increasing.
Further, both savings & loan and thrifts have ready access to substantial
savings pools available for lending large, multi-store branch systems. Both
possess the ability to research and develop new loan products to market through
their branch systems.

However, the Company believes that an unusual mixture of competition and
cooperation characterizes the financial services industry. Because of the many
types of loan products available in today's marketplace, no individual lending
institution specializes in one or, at most, a few loan products.

The Company works directly with mortgage bankers, mortgage brokers, and
other mortgage originators, making the Company's residential loan services
available to their respective sales forces. By taking this overall approach, the
Company believes that it has the ability to lend a broader geographical market
area without incurring the expense of numerous branch office facilities, the
clerical help in these locations or the direct sales personnel needed to reach a
wide segment of the population.

Employees

We currently have two full time employees, a Loan Officer and a secretary,
and no part time employees. We have six additional Loan Officers who are
independent contractors. Our officers and directors devote full time to our
business. At present, we do not intend to hire additional full time employees
until such time as our operations require.

Facilities

Our principal address is 2320 Paseo Del Prado, Building "B", Suite 1, Las
Vegas, NV 89129. The lease agreement calls for a three-year lease with five
monthly payments starting with October 1, 2001 at $1,474.40 and then $6,000 to
be prorated for the remainder of the lease with 8% interest. The rent for months
7-12 calls for a base rent of $2,228.66 plus the prorated amount. The lease
calls for annual increases of $0.05 per square foot.

Legal proceedings

Our Company is not a party in to any bankruptcy, receivership or other
legal proceeding, and to the best of our knowledge, no such proceedings by or
against Commercial Evaluations, Inc. have been threatened.

PLAN OF OPERATION

Company Goals and Milestones: Shortly after renaming the Company to Commercial
Evaluations, Inc. on February 29, 2000, management negotiated an agreement with
Skofed Mortgage Funding as a licensed mortgage company as a Net Branch Operator.
Founded in the early 1990s, Skofed is a regional mortgage banker licensed in
Nevada, California, Utah and Oregon. In July of 2000, an improved contract was
arranged with Skofed. One of the first goals was to create a staff that was
already well known in the area. After accomplishing this, the original staff was
composed of a branch manager, senior loan officer, training officer and five
loan officers. The next move is to find six new loan officer candidates and
train them so they may properly enhance our production and possible lead to
additional branches here in Las Vegas. Other support people will be added to
handle the additional workload.

Another goal is to arrange for other branches both here and other states,
such as Texas, California, Utah and Arizona. There have been a few serious
meetings regarding creating a web site that will specialize in immediate
approvals with a small cost per loan. During the initial growth period, the
Company will endeavor to increase financial strength so that eventually it can
secure all the approvals necessary to qualify with state and federal agencies to
qualify as a mortgage bank itself.

Description of Securities: The Company intends to apply the proceeds of this
sale of Common Stock to conducting its business. The Company does not intend to
pay any dividend on its Common Stock in the immediate or foreseeable future. The
Company plans to apply the profits from its business, if any, to expansion and
growth. (See "Use of Proceeds" on Page 10.)

Investments in Real Estate Mortgages: The Company will not invest in real estate
mortgages. The Company derives its income by acting as a conduit for warehouse
lenders. The Company solicits and underwrites mortgage loan applications. Upon
approval, application fees will be paid to the Company by the borrower and the
loan funds disbursed from a Company credit line provided by the warehouse
lender. The Company will not hold the loan. The loan will then be transferred to
the warehouse lender making the credit line again available to the Company.

Staffing and Training: The Company believes that the continuation of its success
will be heavily dependent on the quality of its mortgage services to its
customers. So the Company feels it must assure that its employees provide a
consistently high level of service from the beginning. So therefore the Company
plans to ensure that its staff are adequately trained.

MANAGEMENT

PRESIDENT AND DIRECTOR - ROBERT BARCELON, 49: Responsible for market planning,
advertising, public relations, sales promotion, merchandising and training. Has
been a lifetime resident of Las Vegas. He has been a full-time loan officer and
high producer on a consistent basis. Prior to establishing Commercial
Evaluations, Inc., Mr. Barcelon was a loan officer with Family Home Mortgage in
Las Vegas for five years. Previously, he was a loan officer with ABC Mortgage of
Las Vegas from 1992 to 1995. He worked as a contractor directly for the Las
Vegas Local 135 Asbestos Workers from 1974 to 1992.

VICE PRESIDENT OF FINANCE - ROBERT BARCELON, 49: Mr. Barcelon is also
responsible for managing the working capital including receivables, cash and
marketable securities. He performs financial forecasting including capital
budget, cash budget, pro forma financial statements, external financing
requirements and financial condition requirements. He directs financial affairs
of the organization. He prepares all necessary reports and analysis needed to
produce financial statements and budgets. It is expected that this post will be
filled by a new hire after the close of this Offering.

SECRETARY - HEATHER CAIN, 30: Senior loan processor with ten years of experience
with local mortgage companies and her own firm, Southern Nevada Processing
Center. She is experienced in FHA, VA, conventional and sub-prime loans. . She
has lived in Las Vegas for all of her life. She is the wife of Robert Barcelon,
but has maintained her maiden name.

TREASURER AND DIRECTOR - LINDA VELEZ, 42: Has five years in the loan business
with Western Mortgage of Las Vegas. Prior to that she was a special education
teacher at the University of California, Riverside for 10 years. She has an
undergraduate degree in liberal arts/finance, June 1985, and a master's degree
in business management, June 1987, both from UCLA.

OUTSIDE DIRECTOR - ANNE DEANE, 56: Ms. Dean has been a business consultant to
new businesses for the past 10 years. For the previous 27 years she was a mining
analyst for Anaconda Mining and a project analyst for a similar Company, Peter
Keiwitt. Ms. Dean received an undergraduate degree in business in 1967 and
earned a Ph.D. in business in 1974 from the University of Nebraska, Lincoln.

KEY INDEPENDENT CONTRACTOR

GEORGE SOUSA: Responsible for all training and quality control on all lending.
He has nearly 20 years of experience in all phases of the mortgage loan
business. Additionally, he owned a business in California for more than 20
years.

COMPENSATION

Remuneration of Directors and Officers

All compensation received by Officers of the Company will be determined
from time to time by the Board of Directors. At present there is no compensation
for directors. Officers are paid on a commission basis. Robert Barcelon receives
100% of the total fees from Skofed for his sales. Other members of management
receive from 50% (for in-house generated sales leads) up to 80% (for sales based
on leads generated by the sales person and on mortgages totaling more than
$500,000 in any one month) of the total fees from Skofed.

Management Compensation

2000

Name Outside Services Commissions Salary Commissions Payable

Robert Kelly $28,191 -- -- --

Robert Barcelon -- $20,836 -- --

Heather Cain -- $11,313 -- --

2001 to September 30, 2001

Robert Barcelon -- $13,585 -- $41,338

Linda Velez -- $ 5,545 -- --

Executive Compensation

Subsequent to the Offering, the Company will pay $35,000 per year to Loan
Processor Heather Cain. Robert Barcelon and Linda Velez will continue to be paid
a commission according to the current schedule on loans that they submit and
close.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Capital Contributions

The principal Shareholders have contributed $50,000 in capital
contributions received from Karlton Management, Inc. and was secured in a
promissory note by their 500,000 Shares. The loans were paid as of September 24,
2001.

Loans Guaranteed By Principal Stockholder

There are no current or anticipated corporate loans guaranteed by the
principal Shareholders.

Security Ownership of Management

The following table sets forth, as of the date of this Registration
Statement, the outstanding shares of Common Stock of the Company owned of record
or beneficially by each person who owned of record, or was known by Commercial
Evaluations, Inc., to own beneficially, more than 5% of the Company's Common
Stock, and the name and shareholdings of each officer and director and all
officers and directors as a group:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Class Owner Owned Before Owned After

COMMON DESERT PROFESSIONAL
SERVICES, INC. 450,000 90% 450,000 50.00%
COMMON LINDA VELEZ 50,000 10% 50,000 5.56%
500,000 100% 500,000 55.56%

Recent Transfers of Unregistered Securities

Purchases of Common Stock in the Company have occurred as follows: On March
3, 2000, Karlton Management, Inc. Signed a promissory note for $50,000 with
Robert Kelly secured by 300,000 Shares in Commercial Evaluations. In turn, Mr.
Kelly secured promissory notes totaling $20,000 from Robert Barcelon, secured by
100,000 Shares; by Linda Velez, secured by 50,000 Shares; by Anne Dean, secured
by 50,000 Shares. Mr. Kelly was the founder of Commercial Evaluations, but
slowed his activity with the company in June, 2000 and finally resigned on
November 27, 2000 due to ill health. Due to Mr. Kelly's continued inability to
serve the Company, the promissory notes entered into default, which was recorded
November 28, 2000. Current management renegotiated the promissory notes with
Karlton. On November 29, 2000, Desert Professional Services, Inc., whose sole
shareholders are Robert Barcelon and Anne Dean, whose ownership is 50% each,
agreed to purchase 450,000 shares for $45,000 plus 6.15% interest, on a 1-year,
interest only note. Ms. Velez agreed to pay Karlton $5,000 plus 6.15% interest,
on a one-year, interest only note. Their respective Shares secured all amounts.
All of the loans were paid as of September 24, 2001.

DESCRIPTION OF THE SECURITIES

Common Stock

The authorized capital stock of the Company consists of 50,000,000 Shares
of Common Stock, $0.001 par value per share. The holders of Common Stock (i)
have equal ratable rights to dividends from funds legally available therefore,
when, as and if declared by the Board of Directors of the Company; (ii) are
entitled to share ratably in all of the assets of the Company available for
distribution or winding up of the affairs of the Company; (iii) do not have
preemptive subscription or conversion rights and there are no redemption or
sinking fund applicable thereto; and (iv) are entitled to one non-cumulative
vote per share, on all matters which Shareholders may vote on at all meetings of
Shareholders.

Non-Cumulative Voting

The holders of Shares of Common Stock of the Company do not have cumulative
voting rights which means that the holders of more than 50% of such outstanding
Shares, voting for the election of directors, can elect all of the directors to
be elected, if they so choose, and, in such event, the holders of the remaining
Shares will not be able to elect any of the Company's directors. After the
present Offering is completed, if all of the Shares offered are sold, the public
Shareholders will own approximately 44.44% of the outstanding Shares of the
Company. The present Shareholder may, however, purchase more than fifty percent
(50%) of the Shares offered hereby, which would increase their percentage and
decrease that of new Shareholders. The present Shareholders do not plan to
purchase Shares in the Offering.

Dividends

The payment by the Company of dividends, if any, in the future, rests
within the discretion of its Board of Directors and will depend, among other
things, upon the Company's earnings, its capital requirements and its financial
condition, as well as other relevant factors. The Company has not paid or
declared any dividends to date due to its present financial status, but
anticipates paying dividends upon its Common Stock in the future, provided it
has sufficient earnings for that purpose. (See "Risk Factors - No Dividend)

Reports

The Company intends to file annual reports to Shareholders with the
Securities and Exchange Commission within 90 days of the end of the fiscal year,
certified by its independent auditors, and will file unaudited quarterly
reports, reviewed by its independent auditors, within 45 days of the end of each
quarter.

Escrow Agent/Transfer Agent

Transfer Agent: Silverado Stock Transfer, Inc.
8170 Eastern Avenue
Suite 4-602
Las Vegas, NV 89123
(702) 263-0920

Trustee: Thomas C. Cook and Associates, Ltd.
Client Trust Account
4955 South Durango Drive
Suite 214
Las Vegas, NV 89113
(702) 952-8519

Shares Eligible for Future Sale

All of the 500,000 Shares of Common Stock that are held by the Initial
Shareholders were issued in reliance on the "private placement" exemption under
the Securities Act of 1933, as amended (the "Act"). Such Shares are not to be
available for sale in the open market without registration except in reliance
upon the volume limitation requirements of Rule 144(e) of the Securities Act of
1933, as amended (the "Act").

Shares held by officers, directors, and the initial Shareholder, are
classified as "restricted" stock. In general, under Rule 144(e), a person (or
persons whose shares are aggregated) who has beneficially owned shares acquired
in a non-public transaction for at least one year, including persons who may be
deemed "affiliates" of the Company as that term is defined under the Act, would
be entitled to sell within any three-month period a number of shares that does
not exceed the greater of 1% of the then outstanding Shares of Common Stock, or
the average weekly reported trading volume on all national securities exchanges
and through NASDAQ during the four calendar weeks preceding such sale (whichever
is higher), provided that certain current public information is then available.
The shares of Common Stock acquired by the initial Shareholders will not be
eligible for public sale under Rule 144(e) subject to the foregoing restrictions
until November 29, 2002. None have been filed for sale. The founders' 500,000
Shares are not being included in this registration.

Rule 144 governs resale of "restricted securities" for the account of any
person, other than an issuer, and restricted and unrestricted securities for the
account of an "affiliate of the issuer. Restricted securities generally include
any securities acquired directly or indirectly from an issuer or its affiliates
that were not issued or sold in connection with a public Offering registered
under the Securities Act. An affiliate of the issuer is any person who directly
or indirectly controls, is controlled by, or is under common control with the
issuer. Affiliates of the Company may include its directors, executive officers,
and person directly or indirectly owning 10% or more of the outstanding common
stock. Under Rule 144 unregistered resales of restricted common stock cannot be
made until it has been held for one year from the later of its acquisition from
the Company or an affiliate of the Company. Thereafter, shares of common stock
may be resold without registration subject to Rule 144's volume limitation,
aggregation, broker transaction, notice filing requirements, and requirements
concerning publicly available information about the Company ("Applicable
Requirements"). Resales by the Company's affiliates of restricted and
unrestricted common stock are subject to the Applicable Requirements. The volume
limitations provide that a person (or persons who must aggregate their sales)
cannot, within any three-month period, sell more that the greater of one percent
of the then outstanding shares, or the average weekly reported trading volume
during the four calendar weeks preceding each such sale. A non-affiliate may
resell restricted common stock that has been held for two years free of the
Applicable Requirements.

MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

We have two shareholders. Currently, there is no public trading market for
our securities and there can be no assurance that any market will develop. If a
market develops for our securities, it will likely be limited, sporadic and
highly volatile. At some time in the future, a market maker may make application
for listing our shares.

Presently, we are privately owned. This is our Initial Public Offering.
Most Initial Public Offerings are underwritten by a registered broker-dealer
firm or an underwriting group. These underwriters generally will act as market
makers in the stock of a Company they underwrite to help insure a public market
for the stock. This Offering is to be sold by our officers and directors. We
have no commitment from any brokers to sell shares in this Offering. As a
result, we will not have the typical broker public market interest normally
generated with an initial public Offering. Lack of a market for shares of our
stock could adversely affect a shareholder in the event a shareholder desires to
sell his shares.

Currently the Shares are subject to Rule 15g-1 through Rule 15g-9, which
provides, generally, that for as long as the bid price for the Shares is less
than $5.00, they will be considered low priced securities under rules
promulgated under the Exchange Act. Under these rules, broker-dealers
participating in transactions in low priced securities must first deliver a risk
disclosure document which describes the risks associated with such stocks, the
broker-dealer's duties, the customer's rights and remedies, and certain market
and other information, and make a suitability determination approving the
customer for low priced stock transactions based on the customer's financial
situation, investment experience and objectives. Broker-dealers must also
disclose these restrictions in writing to the customer and obtain specific
written consent of the customer, and provide monthly account statements to the
customer. Under certain circumstances, the purchaser may enjoy the right to
rescind the transaction within a certain period of time. Consequently, so long
as the common stock is a designated security under the Rule, the ability of
broker-dealers to effect certain trades may be affected adversely, thereby
impeding the development of a meaningful market in the common stock. The likely
effect of these restrictions will be a decrease in the willingness of
broker-dealers to make a market in the stock, decreased liquidity of the stock
and increased transaction costs for sales and purchases of the stock as compared
to other securities.

PLAN OF DISTRIBUTION

We are Offering 400,000 shares on a "all or nothing, best efforts" basis
directly to the public through our officers and directors. If we do not receive
the minimum proceeds within 120 days from the date of this prospectus, unless
extended by us for up to an additional 60 days, your investment will be promptly
returned to you without interest and without any deductions. We may terminate
this Offering prior to the expiration date.

In order to buy our shares, you must complete and execute the subscription
agreement and make payment of the purchase price for each share purchased either
by cashiers check or by check payable to the order of Thomas C. Cook Client
Trust Account.

Until all 400,000 shares are sold, all funds will be deposited in a
non-interest bearing trust account at Thomas C. Cook and Associates, Ltd., 4955
South Durango Drive, Suite 214, Las Vegas, Nevada 89113. In the event that
400,000 shares are not sold during the 180 day selling period commencing on the
date of this prospectus, all funds will be promptly returned to investors
without deduction or interest.

Solicitation for purchase of our shares will be made only by means of this
prospectus and communications with our officers and directors who are employed
to perform substantial duties unrelated to the Offering, who will not receive
any commission or compensation for their efforts, and who are not associated
with a broker or dealer.

Our officers and directors will not register as a broker-dealer pursuant to
Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1,
which sets forth those conditions under which a person associated with an issuer
may participate in the Offering of the issuer's securities and not be deemed to
be a broker-dealer.

We have the right to accept or reject subscriptions in whole or in part,
for any reason or for no reason. All monies from rejected subscriptions will be
returned immediately by us to the subscriber, without interest or deductions.
Subscriptions for securities will be accepted or rejected within 48 hours after
we receive them.

LEGAL MATTERS

The legality of the issuance of the shares offered hereby and certain other
matters will be passed upon for Commercial Evaluations, Inc. by Thomas C. Cook
and Associates, Ltd., 4955 South Durango Drive, Suite 214, Las Vegas, Nevada
89113.

EXPERTS

The financial statements included in this Registration Statement, to the
extents and for the periods indicated in its report, has been included herein in
reliance upon the report of Mark Sherman, CPA, the Company's independent
certified public accountant, given upon the authority of such firm as experts in
accounting and auditing. Mark Sherman was not retained on a contingent basis and
received no interest in the Company. Mark Sherman will not act as a promoter,
underwriter, voting trustee, director, officer or employee of the Company.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

None.

ADDITIONAL INFORMATION

We have filed a Registration Statement on Form SB-2 under the Securities
Act of 1933, as amended (the "Securities Act"), with respect to the shares
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement and the exhibits and schedules thereto. For
further information with respect to Commercial Evaluations, Inc. and the shares
offered hereby, reference is made to the Registration Statement and the exhibits
and schedules filed therewith. Statements contained in this Prospectus as to the
contents of any contract or any other document referred to are not necessarily
complete, and in each instance reference is made to the copy of such contract or
other document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference. A copy of the
Registration Statement, and the exhibits and schedules thereto, may be inspected
without charge at the public reference facilities maintained by the Securities
and Exchange Commission in Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, 500 West Madison Street, Building "B", Suite 1400, Chicago, Illinois
60661, and copies of all or any part of the Registration Statement may be
obtained from the Commission upon payment of a prescribed fee. This information
is also available from the Commission's Internet Website, http://www.sec.gov.

COMMERCIAL EVALUATIONS, INC.

CONTENTS

PAGE

Independent Auditor's Report 26

Financial Statements

Audited Balance Sheet as of September 30, 2001 27

Audited Statement of Operations for the nine months
ended September 30, 2001 28

Audited Statement of Stockholders' Equity for the nine months
ended September 30, 2001 29

Audited Statement of Cash Flows for the three months
ended September 30, 2001 30

Notes to Financial Statements 31

MARK SHERMAN, CPA
316 SOUTH JONES BOULEVARD
LAS VEGAS, NV 89107
PHONE (702) 645-6318 FAX: (702) 645-1604

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

INDEPENDENT AUDITOR'S REPORT

Board of Directors
Commercial Evaluations, Inc.
Las Vegas, Nevada

I have audited the accompanying balance sheet of Commercial Evaluations,
Inc. as of September 30, 2001; and the related statement of operations,
stockholders' equity and cash flows from inception through September 30, 2001.
These financial statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these financial statements based
on my audit.

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

In my opinion, the financials referred to above present fairly, in all
material respects, the financial position of Commercial Evaluations, Inc. at
September 30, 2001; and the results of operations and their cash flows for the
period ended September 30, 2001 in conformity with generally accepted accounting
principles.

/s/ Mark S. Sherman
- ------------------------------
Mark S. Sherman

October 29, 2001

COMMERCIAL EVALUATIONS, INC.
BALANCE SHEET
SEPTEMBER 30, 2001

ASSETS

CURRENT ASSETS
Cash $ 3,437
Prepaid Expenses 2,975
--------
TOTAL CURRENT ASSETS 6,412

FIXED ASSETS
Equipment., Furn. & Fixtures, net of accum. depr. of $2,125 $ 9,839

OTHER ASSETS
Deposits $ 2,064
Organization Costs, net of accumulated amortization of $233 500
--------
TOTAL OTHER ASSETS $ 2,564

TOTAL ASSETS $ 18,815
========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable $ 18
Note payable 2,233
--------
TOTAL CURRENT LIABILITIES $ 2,251

STOCKHOLDERS' EQUITY
Common Stock, $.001 par value
Authorized 50,000,000 shares;
Issued and outstanding at
September 30, 2001 500,000 shares $ 500

Additional Paid In Capital $ 90,832

Retained Earnings (Deficit) ($74,768)
--------

TOTAL STOCKHOLDERS' EQUITY $ 16,564
--------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 18,815
========

See accompanying notes to financial statements.

COMMERCIAL EVALUATIONS, INC.
STATEMENT OF OPERATIONS

June 7, 1994
July 1, 2001 (Inception)
to to September
September 30, 2001 30, 2001

INCOME
Revenue $ 34,604 $ 139,526
--------- ---------
TOTAL INCOME 34,604 139,526

EXPENSES

General and
Administrative ($ 34,618) ($ 211,102)

Depreciation and Amortization ($ 848) ($ 3,192)
--------- ---------
TOTAL EXPENSES $ 35,466 $ 214,294

--------- ---------
NET PROFIT (LOSS) ($ 862) ($ 74,768)
========= =========

NET PROFIT (LOSS)
PER SHARE ($ 0.0017) ($ 0.1495)
========= =========

AVERAGE NUMBER OF
SHARES OF COMMON
STOCK OUTSTANDING 500,000 500,000
========= =========

See accompanying notes to financial statements

COMMERCIAL EVALUATIONS, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
September 30, 2001

Common Stock
------------

Number Additional Retained
Of Paid In Earnings
Shares Amount Capital (Deficit)
-------- -------- -------- --------
March 9, 2000
Issued for cash 500,000 $ 500 $ 49,500 --

Net (Loss), 6-7-94
(inception) to 12-31-00 -- -- -- ($58,294)
-------- -------- -------- --------
Balance Dec. 31, 2000 500,000 $ 500 $ 49,500 ($58,294)

Net (Loss), 3-31-01 -- -- -- ($ 228)
-------- -------- -------- --------
Balance March 31, 2001 500,000 $ 500 $ 49,500 ($58,522)

Shareholder contributed capital
Net (Loss), 6-30-01 -- -- 34,697 ($15,384)
-------- -------- -------- --------
Balance June 30, 2001 500,000 $ 500 $ 84,197 ($73,906)

Shareholder contributed capital -- -- -- 6,635

Net loss, September 30, 2001 -- -- -- ($ 862)
-------- -------- -------- --------

Balance September 30, 2001 500,000 $ 500 $ 90,832 ($74,768)
======== ======== ======== ========

See accompanying notes to financial statements.

COMMERCIAL EVALUATIONS, INC.
STATEMENT OF CASH FLOWS

June 7, 1994
July 1, 2001 (Inception)
to to September
CASH FLOWS FROM September 30, 2001 30, 2001
OPERATING ACTIVITIES

Net Income (Loss) ($ 862) ($ 74,768)

Gain (Loss) on Sale of Equipment -- ($ 2,669)
Depreciation 811 2,959
Amortization 37 233
Accounts Receivable (dec)inc $ 840 $ 0
Prepaid expenses increase ($ 1,475) ($ 2,975)
Other Assets increase ($ 2,064) ($ 2,797)
Accounts Payable (dec)inc ($ 306) $ 81
Other Current liabilies inc (dec) $ 0 $ 0

CASH FLOWS FROM
OPERATING ACTIVITIES ($ 3,019) ($ 79,936)

CASH FLOWS FROM
INVESTING ACTIVITIES

Purchase of Equipment ($ 5,591) ($ 10,192)
Issuance of Note Payable for Equipment $ 3,100 $ 3,100
Principal payments on Note Payable ($ 867) ($ 867)
Issue Common Stock
$ 500
Additional Paid-In-Capital $ 6,635 $ 90,832
-------- --------

CASH FLOWS FROM
INVESTING ACTIVITIES $ 3,277 $ 83,373

Net increase
(decrease) in Cash $ 258 $ 3,437

Cash
Beginning of Period $ 3,179 $ 0

Cash
-------- --------
September 30, 2001 $ 3,437 $ 3,437
======== ========

See accompanying notes to financial statements.

COMMERCIAL EVALUATIONS, INC.
NOTES TO FINANCIAL STATEMENTS
September 30, 2001

NOTE 1 - ORGANIZATION AND ACCOUNTING POLICIES

The Company was incorporated June 7, 1994 under the laws of the State of
Nevada. The Company was organized to engage in any lawful activity. The
corporation was originally organized under the name of ZXS Corporation and on
February 29, 2000 changed its name to Commercial Evaluations, Inc.

The Company's accounting policies and procedures are as follows:

1. The Company uses the accrual method of accounting.
2. Earnings per share are computed using the weighted average number of
shares of common stock outstanding.
3. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
4. The Company depreciates its equipment based on the straight line
method over the applicable useful lives of the assets.
5. The Company amortizes organization costs over the statutory period of
60 months.

NOTE 2 - COMMON STOCK

On March 9, 2000 500,000 shares of $.001 par value stock was issued in
exchange for $50,000.

NOTE 3- BUSINESS AGREEMENT

The Company has an agreement with a Mortgage funding entity whereby the
Company provides mortgage loans to this funding company and the funding company
in turn processes and funds the mortgage loans. Substantially all of the
revenues generated by the Company are derived from this Mortgage funding entity.

NOTE 4-LEASE AGREEMENT

The Company entered into a three-year lease of its facilities beginning
September 1, 2001. The agreement calls for five monthly payments starting with
October 1, 2001 at $1,474.40 and then $6,000 to be prorated for the remainder of
the lease with (8%) interest. The rent for months 7-12 calls for base rent of
$2,228.66 plus the prorated amount. The lease calls for annual increases of five
cents per square foot.

The future minimum lease commitments are as follows:

2001-2002 25,687
2003 30,724
2004 26,391

PART II.

INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Company's charter provides that, to the fullest extent that limitations
on the liability of directors and officers are permitted by the Nevada Revised
Statutes, no director or officer of the Company shall have any liability to the
Company or its stockholders for monetary damages. The Nevada Revised Statutes
provide that a corporation's charter may include a provision which restricts or
limits the liability of its directors or officers to the corporation or its
stockholders for money damages except: (1) to the extent that it is provided
that the person actually received an improper benefit or profit in money,
property or services, for the amount of the benefit or profit in money, property
or services actually received, or (2) to the extent that a judgment or other
final adjudication adverse to the person is entered in a proceeding based on a
finding in the proceeding that the person's action, or failure to act, was the
result of active and deliberate dishonesty and was material to the cause of
action adjudicated in the proceeding. The Company's charter and bylaws provide
that the Company shall indemnify and advance expenses to its currently acting
and its former directors to the fullest extent permitted by the Nevada Revised
Business Corporations Act and that the Company shall indemnify and advance
expenses to its officers to the same extent as its directors and to such further
extent as is consistent with law.

The charter and bylaws provide that we will indemnify our directors and
officers and may indemnify our employees or agents to the fullest extent
permitted by law against liabilities and expenses incurred in connection with
litigation in which they may be involved because of their offices with
COMMERCIAL EVALUATIONS, INC.. However, nothing in our charter or bylaws of the
Company protects or indemnifies a director, officer, employee or agent against
any liability to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office. To the extent that a director has been
successful in defense of any proceeding, the Nevada Revised Statutes provide
that he shall be indemnified against reasonable expenses incurred in connection
therewith.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and is, therefore, unenforceable.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses in connection with this
Registration Statement. We will pay all expenses of the Offering. All of such
expenses are estimates, other than the filing fees payable to the Securities and
Exchange Commission.

Offering Filing Fees $ 500
Printing Fees and Expenses 500
Legal Fees and Expenses 1,000
Accounting Fees and Expenses 1,500
Trustee's and Registrar's Fees 500
------
TOTAL $4,000

RECENT SALES OF UNREGISTERED SECURITIES

EXHIBITS.

Exhibits Title of Document

3.1 Articles of Incorporation
3.2 By-laws
5 Legal Opinion
10 Material Contracts
23.1* Consent of Thomas C. Cook
and Associates
23.2 Consent of Mark Sherman, CPA
99.1 Subscription Agreement
99.2 Escrow Agreement

* Contained in exhibit 5

UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in this Registration Statement
or otherwise, we have been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the us of expenses incurred or paid
by a director, officer or controlling persons of Commercial Evaluations, Inc. 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, we will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

The undersigned registrant hereby undertakes to:

(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; and

(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.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933,
Commercial Evaluations, Inc. certifies that it has reasonable ground to believe
that it meets all of the requirements of filing on Form SB-2 and authorizes this
Registration Statement to be signed on its behalf, in the City of Las Vegas,
State of Nevada, on October 16, 2001.

Dated: December 5, 2001 COMMERCIAL EVALUATIONS, INC.

By: /s/ Robert Barcelon
--------------------------------
Robert Barcelon
Chairman of the Board,
President

Dated: December 5, 2001 By: /s/ Heather Cain
--------------------------------
Heather Cain
Secretary

Dated: December 5, 2001 By: /s/ Linda Valez
--------------------------------
Linda Valez
Treasurer

Dated: December 5, 2001 By: /s/ Anne Dean
--------------------------------
Anne Dean
Director