Page 1 of ___ pages Registration No: _______________
THE INDEX TO EXHIBITS APPEARS ON PAGE ____

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

FORM S-1/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------------------------------------------------
AMENDMENT NO. 1

WINDSOR INVESTMENTS CORPORATION
---------------------------------
(Exact name of Registrant as specified in its charter)

ILLINOIS 1521 36-4467731
---------- ------ ------------
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)

973635 AA3
-------------
(CUSIP NO.)

COPIES TO:
WARREN NEMIROFF
433 N. CAMDEN DRIVE, #400, BEVERLY HILLS, CA 90210
(310) 285-1559
(310) 859-7868 FAX

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

CALCULATION OF REGISTRATION FEE
-------------------------------

Common Stock (.01 par value) $1,000,000 $1.00 $1,000,000 $250.00
=========== ====== =========== =======

(1) Best efforts underwriting (See Underwriting, Infra)
(2) Estimated solely for the purpose of calculating the Registration Fee
pursuant to Rule 457.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

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.

SUBJECT TO COMPLETION, DATED OCTOBER 18, 2001
1,000,000 SHARES

WINDSOR INVESTMENTS CORPORATION
COMMON STOCK

All of shares of stock, $.01 par value per share offered hereby are being sold
by Windsor Investments Corporation (the "Company"). It is currently estimated
that the initial public offering price will be $1.00 per share of stock. Prior
to this offering, there has been no public market for the Common Stock or
Senior Notes. See "Underwriting" for factors considered in determining the
initial public offering price.

The Company is the corporation formed for the purposes in contemplation of this
offering to sell common stock to raise both filings fees and working capital
prior to selling Corporate Senior Notes mentioned infra. The Company, the
Existing Stockholders, are planning on operating this venture eventually to
construct housing in Nigeria after most construction funds and efforts are
consummated in the U.S., but only after secondary offering mentioned infra. Upon
consummation of this offering, the Existing Stockholders will continue to hold
approximately 90% of the issued and outstanding Common Stock and all Senior
Notes sold.

THE COMPANY WILL MAKE APPLICATION FOR LISTING OF THE SENIOR NOTES AND STOCK ON
THE NEW YORK STOCK EXCHANGE UNDER THE SYMBOL "WIN". CUSIP LISTING # FOR THE
-----------------------
SENIOR NOTES IS 973635 AA 3.
------------------------

With this stock offering, the Company is primarily offering under this
prospectus, $1,000,000 of its aggregate principal amount of its capital stock.
This Common Stock offering provides working capital for Windsor Investment
Corporation for later uses determined infra.

FOR INFORMATION CONCERNING RISK FACTORS RELATING TO THIS OFFERING, SEE
"RISK FACTORS."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

THE ATTORNEY GENERAL OF THE STATE OF ILLINOIS HAS NOT PASSED ON OR ENDORSED THE
MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

UNDERWRITING DISCOUNTS PROCEEDS TO
PRICE TO PUBLIC AND COMMISSIONS(1) (3) COMPANY(2)

Per Share $1.00 $.10 $.90
Total(3) $1,000,000 $100,000 $900,000

(1) The Company will indemnify an Underwriter against certain liabilities,
including liabilities under the Securities act of 1933. See "Underwriting."
(2) After deducting estimated offering expenses of 10%, balance payable by
the Company.
(3) The Company and the Existing Stockholder may grant to Underwriters an
option to purchase additional shares on the same terms as the offering. Of such
additional shares, all shares will be sold by the Company. Prices to public do
not change, as dilution of ownership of principal shareholders is affected.

The stock will be offered by Underwriters as set forth under "Underwriting"
herein. It is expected that delivery of certificates therefor will be made at
the offices of Company against payment therefor in Chicago funds. No
underwriters have been chosen as of this date.

The date of this Prospectus is October 18, 2001.

WINDSOR INVESTMENTS CORPORATION
CROSS-REFERENCE SHEET PURSUANT TO ITEM 501(B) OF REGULATION S-K
SHOWING LOCATION IN PROSPECTUS OF INFORMATION REQUIRED BY ITEMS ON FORM S-1

FORM S-1 REGISTRATION HEADING OR LOCATION
STATEMENT ITEM AND HEADING IN PROSPECTUS
-----------------------------------------------------------------------------
1. Forepart of the Registration Forepart of the Registration
Statement and Outside Front Statement and Outside Front
Cover page of Prospectus Cover Page of Prospectus

2. Inside Front and Outside Back Inside Front Cover Page of
Cover Pages of Prospectus Prospectus; Outside Back Cover
Page of Prospectus

3. Summary Information, Risk Factors Prospectus Summary; Risk Factors
and Ratio of Earnings to Fixed (Ratio of Earning to Fixed Charges
Charges Not Applicable)

4. Use of Proceeds Use of Proceeds

5. Determination of Offering Price Underwriting

6. Dilution Dilution

7. Selling Security Holders Security Ownership of the
Existing Stockholder

8. Plan of Distribution Outside Front Cover Page of
Prospectus; Underwriting

9. Description of Securities to be Registered Prospectus Summary; Dividend Policy;
Capitalization; Description of
Capital Stock

10. Interests of Named Experts and Counsel Not Applicable

11. Information with Respect to the Registrant Outside Front Cover Page of Prospectus;
Prospectus Summary; Primary and Secondary

12. Disclosure of Commission Position Not Applicable
on Indemnification for Securities Act
Liabilities

The Company intends to furnish its stockholders with annual reports containing
financial statements audited by an independent accounting firm and quarterly
reports containing unaudited interim financial information for the first three
quarters of each fiscal year.

IN CONNECTION WITH THIS OFFERING, AN UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH ESTABLISH OR MAINTAIN THE MARKET PRICE OF THE STOCKS AT A
LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.

(REST OF PAGE OMITTED INTENTIONALLY)

PROSPECTUS SUMMARY
------------------

The following summary is qualified in its entirety by the more detailed
information and financial statements, including the notes thereto, appearing
elsewhere in this Prospectus. As used in this Prospectus, except as the context
otherwise requires, references to the "Company" or "Windsor Investments
Corporation" include simply the established company referenced herein, there are
no subsidiaries, and the financial and operating data contained in this
Prospectus reflect the results of such entity for the periods indicated. as
used in this Prospectus. Except as otherwise noted herein, all information
contained in this Prospectus relating to the Common Stock assumes no exercise of
the Underwriters' over-allotment option. The Company's fiscal year will end on
the Saturday closest to December 31st. All year-end data contained herein
reflect results for a 52-week period, as the case may be, ending on the Saturday
closest to December 31 of the applicable year, and are presented as of December
31st for convenience of reference. Prospective investors should carefully
consider the matters set forth under the heading "Risk Factors."

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

The State of Taraba, Federal Republic of Nigeria, has issued its guarantee to
Windsor Investments Corporation for the Senior Notes, in addition to 8% ten year
bonds, to be used as collateral, to fund construction in Nigeria; as the
majority of actual work on the "prefab" housing will be done in the United
States, it was felt the best place to sell the subject Senior Notes, which will
be secured by the State of Taraba, Federal Republic of Nigeria, would be in the
United States, United Kingdom, and other locales close to the English speaking
world. (Note: collective Exhibit "E").

In an attempt to market the same, it was the feeling of the State of Taraba,
Federal Republic of Nigeria that an American corporation, affiliated with the
said government, or chosen assignee would be formed, and the Senior Notes
contributed to the same for purpose of sale (Exhibit "E"). As such, the Senior
Notes start off as a liability; until monies are raised and the Senior Notes
funded, there are no monies in the subject corporation. The subject company --
Windsor Investments Corporation -- has been formed for the specific reason of
managing and controlling this particular sale of the Senior Notes, and
expenditure of construction funds.

Windsor Investments Corporation is an American entity, which is working in
conjunction with the Nigerian government. To effectuate the sale of the Senior
Notes, an agreement has been entered by Nigerian affiliates to transfer the
bonds into Windsor, guaranteed by the State of Taraba, Federal Republic of
Nigeria, with funds managed by Windsor. Contracts will be entered into with
contractors for purposes of rendering all U.S. and Nigerian construction, and be
done so through the agreements so specified in attached Exhibit "E" and its
attachments. In addition, the principals of Windsor and Nigerian affiliates
will be issued from this corporation a special Class A Preferred Stock, that
will be convertible into distributions of this entity after repayment of all the
Senior Notes in issue (Exhibit "C"). It is the plan that Windsor Investments
Corporation will ultimately be in many transactions within the coming decade.
Prior to same, all obligations of the Senior Notes are to be so retired, all
payments made to Senior Notes investors, and absolute emphasis is on the
Nigerian project.

The Preferred Stock in issue, whose pro-forma contract is attached as Exhibit
"C", calls for the division of any profits above Senior Notes payment on a 65/35
split between the Nigerian affiliates and Windsor common shareholder (Exhibit
"C"). The principals of Windsor, as noted, will share in the net profits of the
enterprise; said net profits will only be the subject of distribution after
-----
repayment of all Senior Note obligations. As such, preferred stock is set to
for a ten-year cumulative security, and is not the subject of this offering.

BUT PRIOR TO SALE OF THE SENIOR NOTES, WHICH MUST BE EFFECTUATED BY PUBLIC
OFFERING SINCE NO KNOWN EXEMPTIONS APPLY AS END-BUYERS ARE NOT DETERMINED, A
PRECURSOR OFFERING TO RAISE WORKING CAPITAL AND FILING AND REGISTRATION FEES FOR
WINDSOR MUST BE FUNDED. THIS OFFERING FOR 1,000,000 IN STOCK IS THIS PRECURSOR.
----
WITHOUT ITS SUCCESS, NO SENIOR NOTES WILL BE SOLD IN LATER SECONDARY SEPARATE
--
OFFERING. MONIES WILL BE RAISED FROM THE STOCK SALE PER EXHIBIT "A" TO COVER
SECONDARY OFFERING EXPENSES (REGISTRATION FEES, UNDERWRITING, LEGAL, ACCOUNTING,
ETC.). THEN, AND ONLY THEN, THE BOND-SENIOR NOTE-PROSPECTUS WILL BE OFFERED TO
THE PUBLIC.

THE LINK BETWEEN THE TWO DEMANDS FULL DISCLOSURE OF THE SENIOR NOTES AND THEIR
HISTORY (EXHIBIT "E"). BUT INVESTORS ARE NOT BUYING THE SENIOR NOTES HEREIN, NO
SOLICITATION IS MADE FOR THEIR SALE, AND NO GUARANTEE CAN EVER BE MADE THE
---
SENIOR NOTES WILL EVER BE SOLD OR WINDSOR BE IN BUSINESS IN OTHER PROFITABLE
ENTERPRISES. THUS, COMMON STOCK PURCHASERS MUST UNDERSTAND THEIR RISKS (INFRA)
AND UNIQUELY NOT PURCHASE STOCK WITH INDUCEMENT OF FUTURE SENIOR NOTES SALES,
---
YET WITH FOREKNOWLEDGE OF ITS PROPOSED FUTURE OFFERING.

Windsor has contracted with licensed broker dealers for purposes of marketing
both the Senior Notes that may hopefully later be sold and the common stock that
is the subject of this prospectus (see Exhibit "D", infra). As of this date, no
underwriter has been specifically chosen to so market on a best efforts basis,
but the rationale is as follows:

1. The Senior Notes in issue (Exhibit "E") are for construction projects,
and infrastructure related activities in Nigeria. Such does not give to Windsor
working capital to function in the role of contractual obligations.

2. To solve the impasse of (1) above, it was felt that the Corporation
should issue approximately 10% of its face value to the public, done through
this offering, so the Corporation can have a working capital structure for
-
purposes of its secondary budget. Essentially, the sale of the stock places
-
Windsor Investment Corporation in business, and gives it liquidity to properly
manage the use of the 400,000,000 in Senior Notes that is discussed vis- -vis
the "Senior Notes". (Exhibit "E").

3. Although this is a Stock Offering, there is no question that the
overwhelming responsibility of this entity is the usage of the Senior Notes, and
not the sale of this stock. The stock is being sold for liquidity purposes; the
---
Corporation is being established for underwriters to later sell the Senior
Notes, have American funds and retire the Senior Notes upon completion of the
real estate activities.

IN CONNECTION WITH THIS OFFERING AND THE CONCURRENT OFFERING BY THE COMPANY, THE
EXISTING STOCKHOLDER'S INVESTMENT IN THE COMPANY WILL BE REDUCED TO OWNERSHIP OF
90% (80% IF AN UNDERWRITER'S OPTION IS EXERCISED IN FULL) OF THE OUTSTANDING
COMMON STOCK. ALL SENIOR NOTES WILL BE SOLD IN A LATER OFFERING IF AND ONLY IF
LIQUIDITY NEEDS ARE MET BY THIS OFFERING. SEE "USE OF PROCEEDS," "COMPANY
FORMATION AND ORGANIZATION," "CERTAIN TRANSACTIONS," AND "SHARES ELIGIBLE FOR
FUTURE SALE."

STOCK OFFERINGS
---------------

This offering of Common Stock is being made now independent of any other
offering. But the consummation of this offering is a condition to the
----
consummation of a later Senior Notes Offering. For a description of certain of
-----
the terms of the Senior Notes and that later offering. (See "Description of
Senior Notes, part and parcel of Exhibit "E").

THE OFFERING
------------

Common Stock offered by the Company 1,000,000 shares

Common Stock to be outstanding after this offering 10,000,000 shares

Use of Proceeds

All of net probable $900,000 to company
will be used to pay operating expenses of a U.S. parent to supervise use of
proceeds from construction. Said notes have specific uses and do not itemize a
budget for a U.S. construction affiliate. Since bonds have been contributed to
Company, stock sale will fund such necessity without diluting Senior Notes
proceeds. (Exhibit "A").

Proposed NYSE Symbol "WIN"

SECONDARY OFFERING
------------------

After consummation of the offering of Common Stock and only after same, a
secondary public offering of the Senior Notes (the "Senior Notes Offering")
will hopefully follow. Such factors are conjunctive in impact.

THE SECONDARY OFFERING
----------------------

Senior Notes $400,000,000 (400 units)

Senior Notes to be offered after
this offering Uncertain as Windsor plans to do
other projects -- non-related
-- in future

Use of Proceeds

To fund the construction of single
family and attendant residences in the State of Taraba, Federal Republic of
Nigeria. Said Senior Notes have the uses and designations specified per Exhibit
"E", inclusive of infrastructure, schools and attendant health facilities,
factories and actual residences -- from apartments to townhouses (Exhibit "E").

Proposed NYSE Symbol "WIN"

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

In addition to the other information contained in this Prospectus, the following
factors should be considered carefully before purchasing any of the shares of
Common Stock offered hereby.

1. CONTROL OF THE COMPANY. Immediately prior to the consummation of this
-------------------------
offering, the Existing Stockholder will own 100% of the Company's outstanding
Common Stock and, after giving effect to this offering, the Existing Stockholder
will continue to own approximately 80% of the Company's outstanding Common Stock
(even if an Underwriter's option is exercised in full). As a result, the
Existing Stockholders may be able to substantially influence the affairs and
policies of the Company, to effect the election of directors to control the
Board of Directors and to approve or disapprove any matter submitted to a vote
of stockholders of the Company. Upon consummation of this offering, all of the
members of the Company's initial Board of Directors will be persons designated
by the Existing Stockholders and, thereafter, members of the Board of Directors
will be elected in accordance with the Company's Certificate of Incorporation
and applicable law. These factors could have an adverse effect on the market
price of the Common Stock and serious impact on how the Senior Notes monies are
disposed and used. See "Company Formation and Organization," "Certain
Transactions," "Security Ownership of the Existing Stockholder" and "Description
of Capital Stock."

2. VARIABILITY OF RESULTS. The Company had no net income for past years;
------------------------
there can be no assurance that the Company's income will accrue on a quarterly
or annual basis. The Company has no history. Factors expected to contribute to
--
this variability include, among others (i) the timing of home closings and land
sales; (ii) the Company's ability to continue to acquire additional land or
options thereon on acceptable terms; (iii) the condition of the real estate
market in a foreign venue; (iv) the cyclical nature of the homebuilding industry
and changes in prevailing interest rates and the availability of mortgage
financing; and (v) costs of material and labor and delays in construction
schedules. The Company's lack of historical financial performance is not
necessarily a meaningful indicator of future results and, in general, the
Company expects its financial results to vary from project to project and from
quarter to quarter.

3. ABSENCE OF PUBLIC MARKET AND POSSIBLE FLUCTUATIONS OF STOCK PRICE. Prior
-----------------------------------------------------------------
to this offering, there has been no public market for the Common Stock.
Application will be made to have the Common Stock approved for listing on the
New York Stock Exchange. There can be no assurance, however, that, following
this offering, a regular trading market for the Common Stock will develop or be
sustained. The initial public offering price has been determined by
negotiations among the Company, Affiliates of the Existing Stockholder and the
Underwriters and will not necessarily reflect the market price of the Common
Stock after the offering. See "Dilution" and "Underwriting." The market price
of the Common Stock could be subject to significant fluctuations in response to
variations in quarterly operating results and other factors. Government
regulations, future announcements concerning the Company or its competitors,
general economic and business conditions, the level of interest rates, the
Company's operating results and similar matters may have a significant impact on
the market price of the Common Stock.

4. POSITIVE VARIANCE -- NO DILUTION. Investors participating in this
------------------------------------
offering will not incur immediate and substantial dilution in net tangible book
value. See "Dilution."

5. SHARES ELIGIBLE FOR FUTURE SALE. After giving effect to this offering,
---------------------------------
the Existing Stockholder will continue to own approximately 80% of the Company's
issued and outstanding Common Stock (if an Underwriter's option is exercised in
full). The Existing Stockholder has agreed not to offer, sell, contract to
sell, grant any option to sell, or otherwise dispose of, directly or indirectly,
any shares of Common Stock or securities convertible into or exercisable or
exchangeable for, any shares of Common Stock or warrants or other rights to
purchase shares of Common Stock or permit the registration of shares of Common
Stock owned by it for a period of 700 days after the date of this Prospectus,
without the prior written consent of the Underwriters. See "Underwriting."
Upon expiration of this period, all 9,000,000 shares of Common Stock held by the
Existing Shareholder (assuming no exercise of the Underwriters' over-allotment
option) will be eligible for sale in the public market, subject to compliance
with the volume, holding period and other applicable limitations of Rule 144
("Rule 144") promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), or pursuant to a registration statement meeting the
requirements of the Securities Act. Sales of substantial amounts of such Common
Stock could impair the Company's ability to raise capital through an offering of
securities and could adversely affect the market price of the Common Stock. The
1,000,000 shares of Common Stock sold in this offering will be freely tradeable
without restriction under the Securities Act, except for any shares purchased by
an "affiliate" of the Company (as that term is defined under the rules and
regulations of the Securities Act), which shares will be subject to the resale
limitations of Rule 144. See "Certain Transactions -- Regulation Rights
Agreement" and "Shares Eligible for Future Sale."

6. LIMITED OPERATING HISTORY. Windsor Investments Corporation has no
---------------------------
operating history. It is to be at start a one-project company. Although
management believes that by using the proceeds of this offering it will be able
to fund its operations successfully, no assurance can be given that Windsor
Investments Corporation will be able to do so, except for the assembled
management team, or that it will derive sufficient revenue from its operations
to enable it to become profitable at the projected level, and thus no assurance
can be given that investors will receive a return on their investment in the
Senior Notes or Stock.

7. DEPENDENCE UPON KEY PERSONNEL. Windsor Investments Corporation is highly
-----------------------------
dependent upon the services of its principals and their contacts in the
industry. The success of Windsor Investments Corporation will also rely on
third parties and third party contacts in the building industry. This
dependence will continue and no change in management is foreseen.

8. NEED FOR ADDITIONAL CAPITAL. This offering may not raise sufficient
------------------------------
capital to fund Windsor Investments Corporation's proposed operations,
particularly if less than the maximum amount of proceeds of the offering is
received. Without this offering funding, there will be no secondary offering
and no profit potential from Senior Notes, Windsor Investments Corporation will
need to raise significant additional capital in the future. No assurance can be
given that such funds will be available to Windsor Investments Corporation on
favorable terms and conditions, if at all. In addition, no assurance can be
given that Windsor Investments Corporation will be able to ever become
profitable at the projected levels, and no assurance can be given that investors
will ever receive a return on their investment.

9. FINANCIAL INFORMATION AND PROJECTIONS. The financial information
----------------------------------------
included in this Memorandum is audited, and has been prepared in accordance with
generally accepted accounting principles. But the financial projections
contained herein are based upon management's assumptions concerning future
events and are intended to be illustrative only. The projected financial
information is prepared with a view toward public disclosure or compliance with
published guidelines of the American Institute of Certified Public Accountants
regarding prospective financial information. While management believes that the
assumptions are reasonable, they are subject to customary uncertainties inherent
in making projections, and there can be no assurances that the assumptions will
in fact prove to be accurate. The assumptions upon which the projections are
based should be reviewed carefully. The projections should be viewed merely as
financial possibilities based on the assumptions and are not a guarantee of
future performance. There can be no assurance that the projected results will
be attained, and the difference between actual and projected results may be
material.

10. CONTROL OF WINDSOR INVESTMENTS CORPORATION BY EXISTING STOCKHOLDERS.
-----------------------------------------------------------------------
Windsor Investments Corporation's founders will own the majority of the capital
stock of Windsor Investments Corporation following the Offering. Consequently,
although investors who purchase Stock and Senior Notes will have contributed all
of capital, control of Windsor Investments Corporation will always exclusively
reside with, and Windsor Investments Corporation's operations will continue to
be dramatically influenced by, its founders and insiders.

11. SHARE PRICE ARBITRARILY DETERMINED. The per share purchase price for
-------------------------------------
the shares price hereby bears no relationship to established criteria (such as
book value per share, a multiple of earnings or revenue, or any other criteria)
and was arbitrarily determined. In addition, Windsor Investments Corporation
has not obtained, and will not obtain, any opinion of an investment banker or
advisor as to the fairness of per share purchase price of the Stock.

12. LACK OF ESTABLISHED BUSINESS/DETERMINATION OF UPSIDE POTENTIAL. The
------------------------------------------------------------------
Company has no business background, and is in need of capital to start
operation. Significant capital and time has been expended to prepare this
project, but income at projected levels is not yet achieved or specific start-up
capital. The Company does not have substantial income. This offering is
structured to maximize corporate potential, with risks. Upside potential is
great and a secure return is foreseeable.

13. THE USE OF STOCK. Investment will be through use of Stock.
-------------------
Essentially, the transaction is structured so as to offer high return by stock
appreciation.

14. IMPORTANCE OF INITIAL PROCEEDS FROM THE VENTURE. The funds from the
---------------------------------------------------
sale of the stock and Senior Notes will have a critical effect on the future
success of the Company, and place Windsor Investments Corporation operations
into business. The Company will use the proceeds as in the Business Summary,
and these proceeds are crucial to Windsor Investments Corporation's formation
and profit structure. Indeed, less than full financing will prevent secondary
Senior Notes offerings. Even with full capitalization, it is possible the
Company may not be adequately capitalized, or may need to borrow elsewhere,
putting major restrictions on future cash flow. In this regard, this offering
is structured with the hope for singular funding to be raised and other forms to
follow without interruption. All risks are minimized, but not extinguished,
with maximum funding raised.

15. LACK OF HISTORY OF PAYING DIVIDENDS/INTEREST PAYMENTS. Windsor
-----------------------------------------------------------
Investments Corporation has no history of paying dividends, let alone repayment
of a capital investment. Yet the investment desires dividend distributions on
substantial profits earned. All payment presumes substantial after-tax income
from Windsor Investments Corporation from completion of this offering. Failure
to so perform could leave the stockholders in jeopardy, as to dividend payment,
and return of capital.

16. ECONOMIC RISK. Each subscriber must bear the economic risk of
--------------
investment in the Company. Although there may be a market for the resale of the
Stock and Bonds, a Stockholder could have difficulty liquidating his investment
in case of an emergency.

17. UNDERTAKING. The Company will, upon the request of any investor,
-----------
provide to such investor a list of the names and addresses of the other
purchasers of Stock.

18. RETURN ON INVESTMENT. No assurance can be given that a purchaser of
----------------------
Stock will realize a return on his investment or that he will not lose his
investment. Investment in the Company involves a substantial degree of risk
and, therefore, each prospective investor should read this offering Memorandum
and all Exhibits hereto carefully and should consult with his own personal
attorney, tax consultant, accountant or business advisor prior to making any
investment decision.

19. VARIANCE: NO CONFLICTS OF INTEREST. The basic conflict inherent in any
-----------------------------------
business - use of capital for reinvestment vs. distributions to stockholders -
is not present here. The monies are separate: the Common Stock will be sold to
give a working capital structure to Windsor Investments Corporation;
secondarily, Senior Notes will be sold for uses already predetermined both in
the United States and Nigeria. The Senior Notes are guaranteed by an entity
that will pay the investors whether or not the Corporation makes any money;
although the repayments will flow through this entity, such will come regardless
of the amounts of monies so generated by the offering. Thus, it makes no
difference whether the decision of the management is for repayment of capital;
that repayment is guaranteed and will be done so by the surety.

The key individuals in charge will act in their proper fiduciary capacities
to Stockholders.

USE OF PROCEEDS
-----------------

The monies to be raised, a maximum of $900,000, is for working capital for
Windsor Investments Corporation to supervise Senior Note funds. A budget for it
is attached as an Exhibit herein, and calls for working capital for salaries,
travel attendant office expenses and the not insignificant fees to register a
$400,000,000 Senior Notes offering. Windsor Investments Corporation will exist
to supervise, and work with independent contractors, general contractors, for
the work done in the United States. Its role will be supervisory, and its
principals may be under the guise of employment contracts for work with outside
third parties.

DIVIDEND POLICY
----------------

The Company presently anticipates that earnings will be retained to finance the
continuing development of its business. The payment of dividends will be at the
discretion of the Company's Board of Directors and will depend upon, among other
things, future earnings, the success of the Company's business activities,
capital requirements, the general financial condition of the Company and general
business conditions.

COMPANY FORMATION AND ORGANIZATION
-------------------------------------

The Company was formed in contemplation of this offering and to sell Senior
Notes for the project for construction in Nigeria. As such, this Corporation
has, as its opening function, to supervise, through outside broker dealers
(Underwriting), the sale of the Stock.

Its secondary function is to sell Senior Notes, to enter into requisite
agreements, (attachments to collective Exhibit "E"), and to manage funds which
will remain in the U.S. once raised. All the fabricated materials and supplies
will be purchased in the U.S. In the interim, these principals may function
through employment agreements, but have no ownership position in this company.

The sale of the Common Stock will be done with the understanding that the public
after sale of same, will own approximately a 10% ownership interest in this
entity. But the public should note, that, after the Senior Notes sale, the
repayment of the Senior Notes is the "senior obligation" of this entity. It is,
of course, hoped that the primary investors will purchase stock and later Senior
Notes, but the overriding emphasis will be for the Company to market and sell
the Senior Notes. This Company has no function or need for existence unless
those Senior Notes are sold, and the funds raised for the purposes described
herein in Exhibit "E". This is not a company whose role is modified or possible
-----------
without the later sale of the Senior Notes. Without the sale of the Senior
Notes, it is probable the company will be defunct, with no reason for existence.

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

The Company was formed by the Existing Stockholders to effectuate the later
distribution of the funds from the sale of the Senior Notes. This Company was
formed in April 2001, and its expected life and project is not focused on any
activity except that described infra. It will be under the auspices of a
management contract and assignment agreements with Nigerian affiliates (Exhibits
"E"). Affiliate security interest will be on a preferred stock basis, with no
voting power. Thus, control will rest with the common stockholders of Windsor.

The stock itself that will be sold will be done so for purposes of establishment
of a working budget (Exhibit "A"). Its sale will still leave 90% of voting
control in the hands of present shareholders.

DILUTION
--------

There is no planned dilution of stock offered herein. Company is authorized to
sell 10% of issued stock per this offering and does not plan a secondary
---
offering. Public will own up to 10% of corporate stock and no secondary
offering of stock is contemplated nor any future issuance of capital stock.

CAPITALIZATION
--------------

Corporation has had de minimis capitalization to date; shareholder stock sale
for $10,000 is sole original equity and capitalization. Offering will,
essentially capitalize this company.

MANAGEMENT
----------

The directors, executive officers and certain other key employees of the Company
will be determined later per need of secondary offering.

Resumes of proposed principals are as shown in Exhibit "B". More fulsome
resumes are on file with Company for review as necessary.

BOARD OF DIRECTORS
--------------------

Upon the consummation of the Offerings, the Company will appoint three
additional directors, each of whom will be independent. Failure to maintain at
least two independent directors could result in a delisting from the New York
Stock Exchange. Each director will hold office for one year or until his or her
successor has been elected and qualified. Officers serve at the pleasure of the
Board of Directors.

The Board of Directors has created an Audit Committee and a Compensation
Committee of the Board. Following the Offerings, the Audit Committee will be
comprised of the three independent directors to be appointed, and will be
charged with reviewing the Company's annual audit and meeting with the Company's
independent accountants or review the Company's internal controls and financial
management practices. The Compensation Committee will include at least two of
the three independent directors to be appointed and will recommend to the Board
of Directors compensation for the Company's key employees.

DIRECTOR COMPENSATION
----------------------

Non-employee directors will receive annual compensation of $1,000 for service to
the Company as members of the Board of Directors, in addition to $200 for each
meeting of the Board or committee thereof attended. All directors will receive
reimbursement of reasonable out-of-pocket expenses incurred in connection with
meetings of the Board. Any director who is an employee of the Company or who is
nominated to the Company's initial Board of Directors by the Existing
Stockholder will receive compensation for services rendered as a director.

EXECUTIVE COMPENSATION AND OTHER INFORMATION
------------------------------------------------

SUMMARY COMPENSATION TABLE
----------------------------

Salaries and compensation of proposed principals are still being negotiated at
this time. Upon funding, compensation will be per industry standards by
Employment Agreement (attachment to Exhibit "E").

PARENT EXECUTIVE SHARE OPTION PLAN/401(K) PLAN/2001 STOCK INCENTIVE PLAN
---------------------------------------------------------------------------

The Corporation intends no Option, 401(k) Plan or Stock Incentive Plans of any
nature; the incentive for the shareholders of Windsor Investments Corporation is
the distributions from the maturity of the Preferred Stock discussed herein
(Exhibit "F"). All managerial principals of the Company will function through
employment agreements or independent contractors agreements as discussed herein
(Exhibit "E"). No other employee benefits outside of the mentioned agreements
will be effectuated.

EMPLOYMENT AGREEMENTS
----------------------

The Company intends to enter into employment agreements (the "Employment
Agreements" -- attachments to Exhibit "E") with necessary principals, infra. It
is intended that the Employment Agreements will become effective upon
consummation of the Offerings (the "Effective Date"). The Employment Agreements
will set forth the basic terms of employment for each Executive, including base
salary, bonus and benefits, including benefits to which each Executive will be
entitled if his employment is terminated for various reasons.

Each Employment Agreement will be effective for a term of one year following the
Effective Date (the "Initial Term"), but will be automatically extended for
successive one-year periods, unless earlier terminated by the Company or the
Executive. In addition, each Employment Agreement will contain non-competition
and confidentiality provisions.

Each Employment Agreement will provide that each Executive will be paid an
initial base salary, to be mutually agreed upon between the Company and the
Executive prior to the Effective Date, which base salary may be adjusted by the
Compensation Committee of the Company's Board of Directors following the
expiration of the first year of the Initial Term based on the Executive's
performance, the salaries provided to comparable businesses, the financial
condition of the Company and other similar factors. In addition, each Executive
may earn an incentive bonus for services rendered by such Executive during
fiscal year 2001, up to a percentage of his base salary, upon the attainment of
certain performance criteria. In subsequent years, the Executive will be
entitled to receive a bonus based upon similar performance criteria that will be
adjusted by the Compensation Committee to reflect growth goals for the Company.

Generally, if the Executive's employment is terminated by the Company for
"cause" (as defined in the Employment Agreements) or as a result of the
Executive's incapacity, retirement or death, the Executive will be entitled to
receive an amount equal to his base salary through the effective date of
termination, and all other amounts to which the Executive may be entitled under
his Employment Agreement to the effective date of termination including bonus
amounts (in cases other than for "cause"), which will be prorated to the date of
termination.

In the event the Executive's employment is terminated for any other reason, the
Executive will be entitled to receive an amount equal to his base salary for the
remainder of the terms of his Employment Agreement then in effect, and all other
amounts to which the Executive may be entitled under his Employment Agreement to
the effective date of termination, including bonus amounts prorated to the date
of termination as determined by the Compensation Committee of the Board of
Directors of the Company.

CERTAIN TRANSACTIONS
---------------------

Prior to the consummation of the Offerings, this entity has entered into no
agreements except as shown, has had no obligations, and has commenced no
business. There is not past to this entity. No agreements are contemplated,
except those so delineated herein, and as shown in the Exhibit list. There will
be no service agreements, no consulting agreements, and no indemnification
agreements outside of those so contemplated and shown specifically in this
understanding. This is a sole purpose entity, without a past.

SECURITY OWNERSHIP OF THE EXISTING STOCKHOLDER
---------------------------------------------------

The following table sets forth information regarding the beneficial ownership of
the Common Stock as of the date of this Prospectus before and after giving
effect to the offering made hereby, by each person or entity who is known to the
Company to own beneficially more than 5% of the outstanding shares of the Common
Stock.

SHARES TO BE
SHARES BENEFICIALLY BENEFICIALLY
NAME AND ADDRESS OWNED PRIOR TO THIS OWNED AFTER THIS
OF BENEFICIAL OWNER OFFERING OFFERING(1)
--------------------- -------- --------

Number Percentage Number Percentage
------ ---------- ------ ----------

John La Monica 5,000,000 50% 4,500,000 45%
Dr. Paul O. Otubusin 5,000,000 50% 4,500,000 45%

(1) If an Underwriter exercises its option in full, the Existing Stockholder
will beneficially own 8,000,000 shares of Common Stock, or 80% of the
outstanding shares of Common Stock.

DESCRIPTION OF CAPITAL STOCK
-------------------------------

The authorized capital stock of the Company (i) consists of 50,000,000 shares of
Common Stock, $1.00 par value, of which 10,000,000 will be issued prior to
consummation of the Offerings; and (ii) 50,000,0000 shares of Preferred Stock,
$1.00 par value which may be issued after secondary funding, per Exhibits "C"
(Preferred Stock Contract.)

COMMON STOCK
-------------

The holders of outstanding shares of Common Stock are entitled to share ratably
in dividends declared out of assets legally available therefor at such time and
in such amounts as the Board of Directors may from time to time lawfully
determine. Each holder of Common Stock is entitled to one vote for each share
held. The Common Stock is not entitled to conversion or preemptive rights and
is not subject to redemption or assessment. Subject to the rights of holders of
any outstanding Preferred Stock, upon liquidation, dissolution or winding up of
the Company, any assets legally available for distribution to stockholders as
such are to be distributed ratably among the holders of the Common Stock at that
time outstanding. The Common Stock presently outstanding is, and the Common
Stock issued in this offering will be, fully paid and no assessable.

PREFERRED STOCK
----------------

Under corporate charter, Preferred Stock may be issued in series from time to
time with such designations, relative rights, priorities, preferences,
qualifications, limitations and restrictions thereof, to the extent that such
are not fixed in the Company's Restated Certificate of Incorporation, as the
Board of Directors determines. The rights, preferences, limitations and
restrictions of different series of Preferred Stock may differ with respect to
dividend rates, amounts payable on liquidation, voting rights, conversion
rights, redemption provisions, sinking fund provisions and other matters. The
Board of Directors may authorize the issuance of Preferred Stock that ranks
senior to the Common Stock with respect to the payment of dividends and the
distribution of assets on liquidation. In addition, the Board of Directors is
authorized to fix the limitation and restrictions, if any, upon the payment of
dividends on Common Stock to be effective while any shares of Preferred Stock
are outstanding. The Board of Directors, without stockholder approval, can
issue Preferred Stock with voting and conversion rights that could adversely
affect the voting power of the holders of Common Stock.

Should a secondary offering take place and Senior Notes be effectively sold
herein, the primary means of profit payment for will be through the purview of
Preferred Stock. Said Preferred Stock is not the subject of this offering, and
will not be public in nature. It will be given as a form of long-term
compensation to named parties (Exhibit "C"), all and fulsome descriptions of it
are given in the attendant and following description of security, and/or
security Senior Notes, Common Stock and Preferred Stock.

TRANSFER AGENT AND REGISTRAR
-------------------------------

The Company has not yet appointed a transfer agent; it will do so in the near
future.

CERTAIN PROVISIONS AFFECTING STOCKHOLDERS
--------------------------------------------

Illinois, like many other states, permits a corporation to adopt a number of
measures through amendment of the corporate charter or bylaws or otherwise,
which may have the effect of delaying or deterring any unsolicited takeover
attempts. Generally, Illinois corporate law restricts certain "business
combinations" with "interested stockholders" for three years following the date
that person becomes an interested stockholder, unless the Board of Directors
approves the business combination. By delaying or deterring unsolicited
takeover attempts, these provisions could adversely affect prevailing market
prices for the Common Stock.

(REST OF PAGE OMITTED INTENTIONALLY)

THE SECURITY
-------------

COMMON STOCK
-------------

The base security in issue is common stock. This is an offering with one
security for registration -- Stock. However, the secondary offering is
structured with Senior Notes; Windsor Investments Corporation exists to later
sell the Senior Notes and manage its proceeds. The Stock exists for purposes of
liquidity during specified Senior Notes proceeds usage.

Although, this offering is not a tax shelter, nor meant to be, the return from
these securities has vastly different tax implications. To wit, the Stock will
hopefully pay dividends (see below) appreciate and be sold for capital gain.

It is the dividend (Stock) that concerns this section.

TAX ADVANTAGES
---------------

Prior to the TRA of 1986, most major private investments were accomplished
through the medium of a limited partnership offering. The rationale was simple.
A legitimate investment generating losses, though passive in nature (i.e. - the
investor was not a principal or active participant) could be used to off-set the
"active" income of the investor's actual business (i.e., what he, she, or it did
"for a living"). Any form of investment that looked to dividend payments, let
alone equity investment, was frowned upon. No tax benefits could be obtained,
no "shelter" available.

After 1986, limited partnerships, indeed any form of passive investment, lost
its appeal - and logic. Now only active loss could be matched against active
gain (read - to use partnership losses, one needed participation and risk). A
new form of income - portfolio income, investment income - appeared almost
impossible to shelter. Investments as a shelter ceased to be viable. Yet,
surprisingly, one tax-deferral investment remained, one predicated on equity
investment, and a specific type of investor. This was and is preferred stock --
or any equity for a corporate investor.

UNDER THE IRC, A DIVIDEND PAID TO A NON-AFFILIATED CORPORATION GAINS A 70%
DIVIDEND-RECEIVED DEDUCTION. IN SIMPLE TERMS, FOR A CORPORATE INVESTOR (AND
THAT ALONE) EVERY $100.00 PAID IN A DIVIDEND (FROM A CORPORATION ONE DOES NOT
CONTROL) GENERATES A DEDUCTION PRIOR TO TAX OF $70.00. THIS IS DONE TO AVOID
THE IMMEDIACY OF AN ONEROUS DOUBLE TAXATION. THUS, SUCH A DIVIDEND WOULD YIELD
TAXABLE INCOME OF ONLY, PER EXAMPLE, $30.00, MAKING EFFECTIVE TAX RATE ON THAT
$100.00 DE MINIMIS, RATHER THAN THE POTENTIAL MAXIMUM OF 39%.

Common and preferred stock for an investor - a corporate investor alone - thus
can be attractive, as stock by contract has no guaranteed payments. A debenture
-----------
or note would not generate the same benefits, since the deduction does not apply
--------------------------------------------------------------------------------
to interest. Stock, is equity, and to a corporate investor, any distributions
------------ ------
will be from profits, be dividends, and be subject to IRC.

A FULL TAX OPINION CONCERNING THE ABOVE IS ON FILE FOR INVESTOR REVIEW. BUT
CORPORATE TAX COUNSEL DOES NOT REPRESENT INVESTORS AND ANY TAX JUDGMENT MUST BE
MADE WITH PROPER INDIVIDUAL CONSULTATION.

SOME FEATURES LISTED ABOVE APPLY TO AN INDIVIDUAL INVESTOR, BUT NOT THE TAX
DEFERRAL BENEFITS. TO AN INDIVIDUAL - OR GRANTOR, "SIMPLE" TRUST - THIS
DIVIDEND PAYMENT WILL BE PORTFOLIO INCOME, NOT SHELTERABLE BY ANY BUT PORTFOLIO
LOSS.

WINDSOR INVESTMENTS CORPORATION SENIOR NOTES DIVISION
----------------------------------------------------------

At conclusion of offering, ownership structure shall be as follows:

(inclusive of officers mentioned herein)
Authorized in Illinois 50,000,000 Common*

50,000,000 Class A Preferred** 100,000,000

Founders & Insiders (issued) Common 9,000,000

Public and Brokers (issued) 1,000,000

* From original issuance, founders may issue up to 10% of corporate
ownership to underwriters as deemed necessary. Such issuance will not dilute
issuance but only founder percentage.

** Per corporate minutes, preferred stockholders will share in a % of net
profits from the construction projects; net profits will be cumulative in nature
and will only accrue, by accounting definition, after all note retirement and at
10 year term. As a benefit similar in structure to an option, the Preferred
Stock will be issued for services, and not require capital contribution, under
the guise of IRC 83. (Exhibit "D").

Public Stock will be voting and on funding own approximately 10% of voting power
and approximately 10% of corporate net worth. (See Business Plan, Infra).

NOTE: THIS INVESTMENT IS NOT MEANT TO BE A TAX-ADVANTAGED OR LEVERAGED
----
INVESTMENT. IT WILL EXIST FOR DISTRIBUTION OF INCOME AND APPRECIATION ON SAME.
BUT TAX ADVANTAGES AND OPINION MENTIONED HEREIN SHOULD BE DISCUSSED WITH TAX
COUNSEL.

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

Future sales of substantial amounts of Common Stock in the public market could
adversely affect prevailing market prices of the Common Stock. Upon
consummation of this offering, there will be 10,000,000 shares of Common Stock
outstanding. Of these shares, the 1,000,000 shares sold in this offering will
be freely tradeable without restriction or further registration under the
Securities Act, except for any shares purchased by an "affiliate" of the Company
(as that term is defined under the rules and regulations of the Securities Act),
which will be subject to the resale limitations of Rule 144. The remaining
9,000,000 shares (8,000,000 shares if the Underwriters' option is exercised in
full) will be owned by the Existing Stockholders, which have agreed not to
offer, sell, contract to sell, grant any option to sell, or otherwise dispose
of, directly or indirectly, any of its shares of Common Stock or securities
convertible into, or exercisable or exchangeable for, any shares of Common
Stock, or warrants or other rights to purchase shares of Common Stock or permit
the registration of shares of Common Stock, for a period of 700 days following
the date of this Prospectus. See "Underwriting." Upon expiration of such
period, the Existing Stockholders will be entitled to sell its shares subject to
compliance with the volume, holding period and other applicable limitations of
Rule 144. Pursuant to a Registration Rights Agreement with the Company, the
Existing stockholder has certain rights to require the Company to register some
or all of the shares owned by the Existing Stockholder.

In general, under Rule 144, a person (or persons whose shares are aggregated)
who has beneficially owned restricted securities within the meaning of Rule 144
("Restricted Shares") for at least two years, including the holding period of
any securities which are converted into the Restricted Shares and including the
holding period of any prior owner except an affiliate, would be entitled to sell
within any three-month period a number of shares that does not exceed the
greater of one percent of the then outstanding shares of Common Stock
(approximately 90,000 shares after giving effect to this offering and 80,000
shares if the Underwriters' over-allotment option is exercised in full) or the
average weekly trading volume of the Common Stock during the four calendar weeks
preceding such sale. Sales under Rule 144 are also subject to certain manner of
sale provisions, notice requirements and the availability of current public
information about the Company. Any person (or persons whose shares are
aggregated) who is not deemed to have been an affiliate of the Company at any
time during the 90 days preceding a sale, and who has beneficially owned shares
for at least three years (including any period of ownership of preceding
non-affiliated holders), would be entitled to sell such shares under Rule 144(k)
without regard to the volume limitations, manner of sale provisions, public
requirements or notice requirements.

(REST OF PAGE OMITTED INTENTIONALLY)

UNDERWRITING
------------

The names of the Underwriters of the Common Stock offered hereby and the
aggregate number of shares/notes of Common Stock which each has severally agreed
to purchase from the Company are as follows:

Number of Shares
Underwriters To be Purchased
------------ -----------------

See attached Exhibit BEST EFFORTS
UNDERWRITING

The Managing Underwriter is not yet chosen.

This is a best-efforts underwriting.

If any shares of Common Stock offered hereby are not sold by Underwriters, there
is no guarantee shares or notes will be so purchased by Underwriters. The
Underwriting Agreement will not contain provisions whereby if any Underwriter
defaults in its obligation to purchase shares, the remaining Underwriters, or
some of them, must assume such obligations.

The Common Stock offered hereby will be offered severally by Underwriters for
sale at the price set forth on the cover page hereof, or at such price less a
concession not to exceed 10% per share on sale to certain dealers. The offering
of the shares of Common Stock is made for delivery when, as, and if accepted by
the Underwriters and subject to prior sale and to withdrawal, cancellation or
modification of the offer without notice. Underwriters may reserve the right to
reject any order for the purchase of the shares. After the initial public
offering, the public offering price, the concession and the re-allowance may be
changed by Underwriters.

The Company and the Existing Stockholders will grant to the Underwriters an
option to purchase up to an aggregate of 1,000,000, shares of Common Stock. If
the Underwriters exercise this option, there are no other requirements. The
Underwriters may exercise such option on or before the ninetieth day from the
date of the Underwriting Agreement and only to cover over-allotments made of the
shares in connection with this offering. Existing stockholders equity will be
reduced by this option.

Prior to this offering, there has been no public market for the shares of Common
Stock. In determining the initial public offering price, consideration was
given, among other things, to: (a) the market value of certain publicly-traded
common stocks of similar companies in relation to their book values, revenues,
earnings and cash flows; (b) the book value, revenues, earnings, cash flow and
operating history of the Company's predecessors; (d) the experience of the
Company's management; (e) the position of the Company in its industry; (f) the
Company's prospects and needs of the offering for liquidity for construction.
Consideration was also given to the general status of the securities market and
the demand for similar securities of comparable companies.

The Company, its officers and directors and the Existing Stockholders prior to
this offering have agreed not to offer, sell, contract to sell, grant any option
to sell, or otherwise dispose of, directly or indirectly, any shares of Common
Stock, or securities convertible into Stock, or exercisable or exchangeable for,
any shares of Common Stock or other rights to purchase shares of Common Stock,
for a period of 180 days after the date of this Prospectus, except register the
shares of Common Stock and sell such Common Stock pursuant to this offering.

The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act, or to contribute to
payments that the Underwriters may be required to make in respect thereof.

LITIGATION
----------

The Company has no legal proceedings and is not a litigant in any lawsuit.

CERTAIN LEGAL MATTERS
-----------------------

The validity of the Common Stock offered hereby is being passed upon for the
Company by Law Offices of Warren Nemiroff; 433 N. Camden Drive, Suite 400,
Beverly Hills, California 90210. Certain legal matters with respect to this
offering will be passed upon by Underwriters when chosen.

EXPERTS
-------

The combined financial statements of the Company and related financial statement
schedules appearing in this Prospectus and the Registration Statement of which
this Prospectus forms a part have been audited by Bongiovanni & Assc,555 S.
Powerling Road, Pompano Beach, Florida 33069, independent auditors, to the
extent indicated in their reports thereon appearing elsewhere herein and in the
Registration Statement. Such combined financial statements and related
financial statement schedules have been included in reliance upon such reports
given upon the authority of such firm as experts in accounting and auditing.

ADDITIONAL INFORMATION
-----------------------

The Company has filed with the Commission a Registration Statement (together
with all amendments and exhibits thereto, the "Registration Statement") under
the Securities Act with respect to the Common Stock offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the Rules and
Regulations of the Commission. For further information with respect to the
Company and the Common Stock offered hereby, reference is made to the
Registration Statement. Statements contained in this Prospectus as to the
contents of any contract or other document 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. Copies of such material may be
examined without charge at, or obtained upon payment of prescribed fees from the
Public Reference Section of the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549.

INDEX TO AUDITED FINANCIAL STATEMENTS
-----------------------------------------

Page
----

Report of Independent Auditors F-1

Balance Sheet as of July 31, 2001 F-2

Statement of Operations for the five months ended July 31, 2001 F-3

Statement of Stockholders' Deficit F-4

Statement of Cash Flows for the five months ended July 31, 2001 F-5

Notes to Audited Financial Statements F-6-F-8

(REST OF PAGE OMITTED INTENTIONALLY)

INDEPENDENT AUDITORS' REPORT
----------------------------

To the Board of Directors and Stockholders:
Windsor Investments Corporation
1719 S. Mannheim Road
Des Plaines, Illinois

We have audited the accompanying balance sheet of Windsor Investments
Corporation (a development stage company) as of July 31, 2001 and the related
statement of operations, stockholders' deficit, and cash flows for the period of
inception (March 23, 2001) to July 31, 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 our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free from 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 in the first paragraph
present fairly, in all material respects, the financial position of Windsor
Investments Corporation (a development stage company) as of July 31, 2001 and
the results of its operations and its cash flows for the period of inception
(March 23, 2001) to July 31, 2001 in conformity with accounting principles
generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. The Company has suffered losses
and has yet to generate an internal cash flow that raises substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are described in Note D. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

/s/ Bongiovanni & Associates
----------------------------
Pompano Beach, Florida

August 8, 2001

F-1

WINDSOR INVESTMENTS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AT JULY 31, 2000

ASSETS
------

CURRENT ASSETS
--------------------------------------------------------------
Cash and cash equivalents. . . . . . . . . . . . . . . . . . $ -0-

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . $ -0-
========

LIABILITIES AND STOCKHOLDERS' DEFICIT
--------------------------------------------------------------

CURRENT LIABILITIES
--------------------------------------------------------------
Accounts Payable and Accrued Expenses. . . . . . . . . . . . $ 3,000
Due Related Party - Note C . . . . . . . . . . . . . . . . . 2,600
TOTAL CURRENT LIABILITIES. . . . . . . . . . . . . . . . . 5,600

STOCKHOLDERS' DEFICIT
--------------------------------------------------------------
Common Stock ($.001par value, 50,000,000 shares authorized:
10,000,000 issued and outstanding). . . . . . . . . . . . . 10,000
Additional Paid-in-Capital . . . . . . . . . . . . . . . . . -0-
Deficit Accumulated During Development Stage . . . . . . . . (15,600)
TOTAL STOCKHOLDERS' DEFICIT. . . . . . . . . . . . . . . . (5,600)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT. . . . . . . . $ -0-
========

See notes to audited financial statements and auditors' report

F-2

WINDSOR INVESTMENTS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD OF INCEPTION (MARCH 23, 2001) TO JULY 31, 2001*

OPERATING EXPENSES:
----------------------------------
General and administrative . . . $ 15,600
TOTAL EXPENSES . . . . . . . . 15,600

OPERATING LOSS . . . . . . . . (15,600)

LOSS BEFORE TAXES. . . . . . . (15,600)

INCOME TAX (PROVISION) BENEFIT -0-

NET LOSS . . . . . . . . . . . $ (15,600)
============
Net loss per common share
Basic & fully diluted. . . . . . $ **
============
Weighted average common
shares outstanding . . . . . . . 10,000,000
============

*Also 'Cumulative-to-date loss since inception'
** Less than $.01

See notes to audited financial statements and auditors' report

F-3

WINDSOR INVESTMENTS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' DEFICIT
FOR THE PERIOD OF INCEPTION (MARCH 23, 2001) TO JULY 31, 2001

Deficit
Accumulated
Common Common Additional During
Shares Stock Paid-in Development
('000) $.001 Par Capital Stage
Balances, March 23, 2001 . . . . . . -0- $ -0- $ -0- $ -0-

Issuance of common stock to officers
and directors. . . . . . . . . . . . 10,000 10,000 -0- -0-

Net loss for the period. . . . . . . -0- -0- -0- (15,600)

Balances, July 31, 2001. . . . . . . 10,000 $ 10,000 $ -0- $(15,600)
==========================================

See notes to audited financial statements and auditors' report

F-4

WINDSOR INVESTMENTS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD OF INCEPTION (MARCH 23, 2001) TO JULY 31, 2001*

CASH FLOWS FROM OPERATING ACTIVITIES:
-------------------------------------------
Net loss. . . . . . . . . . . . . . . . . $(15,600)
Adjustments to reconcile net loss to net
cash used in operating activities:
Increase in operating liabilities:
Accounts payable and accrued expenses 3,000
NET CASH USED IN
OPERATING ACTIVITIES. . . . . . . . . (12,600)

CASH FLOWS FROM FINANCING ACTIVITIES:
-------------------------------------------
Proceeds from sales of common stock . . . 10,000
Proceeds from shareholder loan. . . . . . 2,600
NET CASH PROVIDED BY
FINANCING ACTIVITIES. . . . . . . . . 12,600

NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS . . . . . . -0-

CASH AND CASH EQUIVALENTS:
-------------------------------------------
Beginning of year . . . . . . . . . . -0-
End of year . . . . . . . . . . . . . $ -0-
---------

See notes to audited financial statements and auditors' report

F-5

WINDSOR INVESTMENTS CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD OF INCEPTION (MARCH 23, 2001) TO JULY 31, 2001
=============================================================

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

Background - Windsor Investments Corporation (the "Company") was organized under
----------
the laws of the State of Illinois on March 23, 2001 for the purpose of exploring
business opportunities, primarily construction related projects, with the State
of Taraba, Federal Republic of Nigeria. The Company plans to sell Senior Notes
to raise capital to fund these various projects.

The Company is a developing stage entity and is primarily engaged in seeking to
build residential communities in the State of Taraba, Federal Republic of
Nigeria, using a 'pre-fabricated' housing process. The initial focus of the
Company's efforts is to market those products.

Basis of Presentation - The financial statements included herein include the
-----------------------
accounts of the Windsor Investments Corporation prepared under the accrual basis
of accounting.

Cash and Cash Equivalents - For purposes of the Statements of Cash Flows, the
----------------------------
Company considers liquid investments with an original maturity of three months
or less to be cash equivalents.

Management's Use of Estimates - The preparation of financial statements in
--------------------------------
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that effect the reported amounts of assets and
liabilities, disclosures of contingent assets and liabilities at the date of
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

Net Loss per Common Share - Net loss per common share has been calculated by
-----------------------------
dividing the net loss for each period presented by the weighted average number
of common shares for the respective period.

Income Taxes - Income taxes are provided in accordance with Statement of
-------------
Financial Accounting Standards No. 109 (SFAS No. 109), "Accounting for Income
Taxes." A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carry-forwards.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax asset will not be realized. Deferred tax assets and liabilities are adjusted
for the effect of changes in tax laws and rates on the date of enactment.

F-6

WINDSOR INVESTMENTS CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD OF INCEPTION (MARCH 23, 2001) TO JULY 31, 2001
=============================================================

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT')
-----------------------------------------------------------

Comprehensive Income (Loss) - The Company adopted Financial Accounting Standards
---------------------------
Board Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income", which establishes standards for the reporting and display
of comprehensive income and its components in the financial statements. There
were no items of comprehensive income (loss) applicable to the Company during
the years covered in the financial statements.

NOTE B - RECENT ACCOUNTING PRONOUNCEMENTS
-----------------------------------------

In June of 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities, which the Company has adopted. The Statement, as
deferred by FASB No. 137, is effective for fiscal years beginning after June 15,
2000. It establishes standards for accounting and reporting for derivative
instruments and hedging activities. Statement of Financial Accounting Standards
No.133 and No. 137 do not currently impact the Company's financial statements,
as there are no derivative instrument holdings.

In April, 1998, the AICPA issued SOP 98-5, "Reporting on the Costs of Start-Up
Activities". The SOP is effective for fiscal years beginning after December 15,
1998. The SOP requires costs of start-up activities and organization costs to be
expensed as incurred. The Company has adopted SOP 98-5, however, the adoption of
SOP 98-5 did not have a material impact on the Company's financial statements.

The FASB has issued SFAS No. 134, "Accounting for Mortgage-Backed Securities
Retained after the Securitization of Mortgage Loans Held for Sale by a Mortgage
Banking Enterprise," an amendment of FASB Statement No. 65, which the Company
has not been required to adopt as of March 31, 2000.

Statement No. 65, as amended by FASB Statements No. 115, "Accounting for Certain
Investments in Debt and Equity Securities", and No. 125, "Accounting for
Transfer and Servicing of Financial Assets and Extinguishments of Liabilities",
requires that after the securitization of a mortgage loan held for sale, an
entity engaged in mortgage banking activities classify the resulting
mortgage-backed security as a trading security. This statement further amends
Statement No. 65 to require that after the securitization of mortgage banking
activities classify the resulting mortgage-backed securities or other retained
interests based on its ability and intent to sell or hold those investments.
This Statement is effective for fiscal years after December 15, 1998 and does
not have a material impact on the Company.

F-7
WINDSOR INVESTMENTS CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2000
====================================

NOTE C - DUE RELATED PARTY
-------------------------------

The amount due related party at July 31, 2001 consists of advances made on
behalf of the Company by an officer for general operating expenses. The balance
bears an interest rate of 6% per annum and is due on demand. The officer has
elected to waive accrued interest as of July 31, 2001 and the effects of imputed
interest are immaterial to the financial statements taken as a whole.

NOTE D - GOING CONCERN
--------------------------

As shown in the accompanying financial statements, the Company has incurred
losses from operations and other circumstances that has placed substantial doubt
as to whether the Company can continue as a going concern. In addition, the
Company has not yet reported any revenues. The ability of the Company to
continue as a going concern is dependent on developing its business plan and
obtaining new capital. Management has enacted a plan of seeking out strategic
relationships and capital raising entities that may add value to the Company and
its shareholders.

NOTE E - EQUITY
---------------

During the period ended July 31, 2001, the Company sold 10,000,000 shares of its
common stock for $10,000 to an officer of the Company. Proceeds from the sale of
the stock were used for general corporate purposes.

NOTE F - PROPOSED SENIOR NOTE OFFERING
-------------------------------

The Company is planning to raise additional funds through a $400,000,000
offering of the Company's Senior Notes. The Company expects details of the
Senior Notes offering to be released in a registration statement to be filed
with the Securities and Exchange Commission. The Company has not yet secured an
underwriter and is proposing to offer the Senior Notes on a best efforts basis.
There can be no assurance that the Company will be successful in raising
additional funds through this offering.

F-8

No dealer, salesman or other person has been authorized to give any information
or to make any representation not contained in this Prospectus. If given or
made, such information or representation must not be relied upon as having been
authorized by the Company or any Underwriter. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy Common Stock to
any person in any jurisdiction or in any circumstance in which such offer would
be unlawful. Neither delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create an implication that there has been no
change in the affairs of the Company since the date of this Prospectus or that
the information contained herein is correct as of any time subsequent to its
date.

________________________

TABLE OF CONTENTS

Page
----

Prospectus Summary
Primary and Secondary Offering
Risk Factors WINDSOR
Use of Proceeds INVESTMENTS
Dividend Policy CORPORATION
Company Formation and Organization
Management's Discussion and Analysis of
Condition and Results of Operations
Dilution
Capitalization
Management
Executive Compensation and Other Information
Certain Transactions COMMON STOCK
Security Ownership of the Existing Stockholder
Description of Capital Stock
The Security
Shares Eligible for Future Sales
Underwriting
Litigation
Certain Legal Matters PROSPECTUS
Experts
Additional Information
Audited Financial Statements

_________________________

UNTIL NOVEMBER 12, 2001 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING
IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS DELIVERY
REQUIREMENT IS IN ADDITION TO THE OBLIGATIONS OF DEALERS TO DELIVER A PROSPECTUS
WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS. ________________________

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item. Other Expenses of Issuance and Distribution
------------------------------------------------
The following table sets forth the costs and expenses payable by the
Registrant in connection with the sale of Common Stock being registered. All
amounts are estimates except the registration fee, the NASD fee and the NYSE
fee.

AMOUNT TO BE PAID
--------------------

Registration fee $250.00
NASD fee To Be Determined
NYSE fee To Be Determined
Printing and engraving To Be Determined
Legal expenses To Be Determined
Accounting fees and expenses To Be Determined
Blue sky fees and expenses To Be Determined
Rating Agencies' fees To Be Determined
Transfer agent fees To Be Determined
Miscellaneous To Be Determined
Total To Be Determined

Item. Indemnification of Directors and Officers
---------------------------------------------
Illinois corporate law enables a corporation incorporated in the State of
Illinois to eliminate or limit, through provisions in its original or amended
articles of incorporation, the personal liability of a director for violations
of the director's fiduciary duties, except (i) for any breach of the director's
duty of loyalty to the corporation or its shareholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) any liability imposed for liability of directors for
unlawful payment of dividends or unlawful stock purchases of redemptions), or
(iv) for any transaction from which a director derived an improper personal
benefit.

Illinois provides that a corporation incorporated in the State of Illinois
may indemnify any person or persons, including officers and directors, who are,
or are threatened to be made, parties to any threatened, pending or completed
legal action, suit or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided such officer, director, employee, or agent acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the
corporation's best interests and, for criminal proceedings, had no reasonable
cause to believe that the challenged conduct was unlawful. A corporation
incorporated in the State of Illinois may indemnify officers and directors in an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must provide indemnification against the
expenses that such officer or director actually and reasonably incurred.

The Bylaws of the Company provide for indemnification of directors and
officers of the Company to the fullest extent permitted by the law.

Illinois law authorizes a corporation incorporated in the State of Illinois
to provide liability insurance for directors and officers for certain losses
arising from claims or charges made against them while acting in their
capacities as directors or officers of the corporation. The Company intends to
purchase a policy insuring its directors and officers and directors and officers
of its subsidiary companies, to the extent they may be required or permitted to
indemnify such directors or officers, against certain liabilities arising from
acts or omissions in the discharge of their duties that they shall become
legally obligated to pay.

In addition, the Company intends to enter into Indemnification Agreements
with each of its directors and certain officers. The Indemnification Agreements
will provide such directors and officers with indemnification to the maximum
extent permitted by Illinois.

Item. Recent Sales of Unregistered Securities
-------------------------------------------
There have been no previous sales of securities.

Item. Exhibits and Financial Statements
------------------------------------
Exhibit 99.1: Working Capital Budget
Exhibit 3: Windsor Corporation History & Formation
Exhibit 99.2: Preferred Stock Contract
Exhibit 99.3: List of Licensed Broker/Dealers/Underwriters
Exhibit 99.4: Proposed Prospectus Business Plan (Senior Notes)
Attachment 1: Bond Authentication History
Attachment 2: Assignment History to Windsor & Guarantee
Attachment 3: Windsor Investment Corporation/Nigeria Rights
Acquisition Agreement
Attachment 4: Independent Contractor Construction Contracts
Attachment 5: Project Description & Preliminary Site
Planning
Attachment 6: Employment Agreement -- Pro Forma
Attachment 7: Projected Income Statement
Exhibit 23: Consent of Auditors

Item. Undertakings
------------
The undersigned Registrant hereby undertakes to provide to the Underwriters
certificates in such denominations and registered in such names as required by
the Underwriters to permit prompt delivery to each purchaser.

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 foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act,
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 the Registrant pursuant to Rule 424(b)(1) or (4), or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

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

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Beverly Hills, State of
California, on the 18th day of October, 2001.

LAW OFFICES OF WARREN NEMIROFF

By: ___________________________________
Warren Nemiroff

POWER OF ATTORNEY
-------------------

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints, jointly and severally, WARREN NEMIROFF, and each one
of them, his attorneys-in-fact, each with the power of substitution, for him in
any and all capacities, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitutes, may do or cause to be done
by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated:

/S/ JOHN LA MONICA, DIRECTOR DATE: APRIL 4, 2001