FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    For the Quarter ended September 30, 1999

                                       AND

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                         Commission File Number: 0-27131

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

                                DP Charters, Inc.
             (Exact name of Registrant as specified in its charter)
--------------------------------------------------------------------------------

       Nevada                                                   88-0381258
(Jurisdiction of Incorporation)             (I.R.S. Employer Identification No.)

34700 Pacific Coast Highway, Suite 303 Capistrano Beach CA              92624
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code: (949) 248-9561

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: 27,656,000

Yes [X] No [ ] (Indicate by check mark whether the  Registrant (1) has filed all
report  required to be filed by Section 13 or 15(d) of the  Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
Registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days.)

As of September 30, 1999, the number of shares  outstanding of the  Registrant's
Common Stock was 27,656,000.

<PAGE>

                          PART I: FINANCIAL INFORMATION
--------------------------------------------------------------------------------
                          Item 1. Financial Statements.
--------------------------------------------------------------------------------

     Attached hereto and incorporated  herein by this reference are consolidated
unaudited  financial  statements  (under  cover of Exhibit  F99-Q3) for the Nine
months ended September 30, 1999.

--------------------------------------------------------------------------------
       Item 2. Management's Discussion and Analysis or Plan of Operation.
--------------------------------------------------------------------------------

(a) Plan of Operation for the next twelve  months.  This  Registrant has filed a
1934 Act  Registration  which is currently  effective,  by operation of law, but
which has not cleared comments by the Staff of the Commission. That registration
statement  is  voluntarily  filed  pursuant to Section  12(g) of the  Securities
Exchange  Act of 1934,  in order to comply  with the  requirements  of  National
Association  of Securities  Dealers for submission for quotation on the Over the
Counter Bulletin Board, often called "OTCBB".  This Registrant's common stock is
not presently quoted on the OTCBB.  The  Registrant's  common stock is qualified
for listing over the counter in the "Pink Sheets";  however the Registrant  does
not believe  that any of its shares ever traded in brokerage  transactions.  The
requirements  of the OTCBB are that the  financial  statements  and  information
about the  Registrant  be reported  periodically  to the  Commission  and be and
become information that the public can access easily.  This Registrant wishes to
report and provide disclosure voluntarily, and will file periodic reports in the
event that its  obligation to file such reports is suspended  under the Exchange
Act. If and when this 1934 Act  Registration  is effective and clear of comments
by the staff,  this Registrant will be eligible for  consideration for the OTCBB
upon submission of one or more NASD members for permission to publish quotes for
the purchase and sale of the shares of the common stock of the Registrant.

     This  Registrant may be the subject of a "Reverse  Acquisition".  A reverse
acquisition  is the  acquisition  of a private  ("Target")  company  by a public
company,  by which the private  company's  shareholders  acquire  control of the
public company.  While no negotiations are in progress, and no potential targets
have been  identified,  the business  plan of this  Registrant is to find such a
target  or  targets,  and  attempt  to  acquire  them for  stock.  While no such
arrangements or plans have been adopted or are presently under consideration, it
would be expected  that a reverse  acquisition  of a target  company or business
would be associated  with some private  placements  and/or limited  offerings of
common stock of this Registrant for cash. Such placements,  or offerings, if and
when  made or  extended,  would be made  with  disclosure  and  reliance  on the
businesses and assets to be acquired, and not upon the present condition of this
Registrant.

     This  Registrant  is not presently  pursuing its business  plan, to seek an
acquistion partner, for the reason that such activities are not timely. They are
not timely because this Registrant must qualify itself for quotation on the Over
the Counter  Bulletin Board  ("OTCBB")  before it can enter the arena of seeking
any business combination by reverse  acquisition.  The process of qualifying for
OTCBB requires first that this Registrant become a reporting company pursuant to
this  1934  Act  Registration  Statement.  The  process  next  requires  that  a
Broker/Dealer  make a  submission  to the  National  Association  of  Securities
Dealers ("NASD") for permission to publish  quotations for the purchase and sale
of the common stock of this  Registrant on the OTCBB.  It would be the policy of
this Registrant to employ a consultant to seek a broker/dealer  to become such a
submitting  market-maker  in the common stock of this  Registrant.  Neither this
Registrant, nor any of its affiliates, are Broker/Dealers or NASD members. Since
this  Registrant's  common stock is presently  quoted on the Pink Sheets,  it is
likely that one or more existing Market-Makers would apply for up-grade from the
Pink Sheets to the OTCBB,  without the necessity of this Registrant's  employing
any consultants  therefor.  When and if an


                                       2
<PAGE>

NASD member  Broker/Dealer  might make such a submission  to NASD,  the Staff of
NASD would evaluate the  submission,  and the due diligence  investigation,  and
would make comments and requests for further information,  deemed appropriate to
that Staff,  over a period of some months,  before  granting  permission for the
submitting  Market-Maker  to begin  publishing  quotations.  Until  such time as
permission may be granted,  no quotations would be published on the OTCBB. While
quotations might be published on the Pink Sheets, such quotations do not, in the
judgment of Management,  constitute the basis for the creation or development of
an orderly trading market for the common stock of this  Registrant.  In arriving
at this opinion, that the Pink Sheets do not constitute the equivalent of OTCBB,
Management  must  consider not only its own opinion,  but its  assessment of the
opinions  of  those  with  whom  it  might   evaluate  a  reverse   acquisition.
Accordingly,  Management reports its conclusion that a search for an acquisition
target is premature,  and that it would remain premature for some months,  until
and unless the common stock of this Registrant may be quoted on the OTCBB.

     This  Registrant  is not ready to search for or to  consider  any  specific
acquisition  target. It does not expect to be able to begin consideration of any
acquisitions  for four to six  months.  It cannot  expect to  identify or commit
itself to any acquisition  within the next twelve months,  or perhaps longer for
the following reasons.  It is not the policy or practice of the Registrant,  its
Management  or  Principal  Shareholder  to  advertise,  or  travel  in search of
possible targets. This Registrant does not command the capital or liquidity with
which to conduct such a search,  and does not expect to be able to engage in any
capital formation or loan funding activities for that purpose.  While incidental
advances by the Principal  Shareholder for corporate  maintenance,  filing fees,
legal and professional,  and auditing are foreseeable, the Principal Shareholder
has no  intention of general  funding or funding  search,  advertising  or other
promotion  of  this  Registrant.  Accordingly,  the  future  prospects  of  this
Registrant is likely to await such serendipitous referral or introduction as may
lead to  conversations  with  potential  target  businesses.  The  search  for a
profitable  business  combination,   accordingly,   must  be  understood  as  an
essentially  passive one,  relying mostly on word of mouth.  It is possible that
business  brokers or  promoters  may at some point  approach  management  with a
proposal.  No estimate can be made when and if such a passive search might yield
an acquisition target.

     When  and  if a  probable  acquisition  target  may be  identified,  or may
identify itself,  Management will conduct extensive due diligence and evaluation
of the target, based upon the financial statements of an acquisition target, its
forseeable  requirements for capital,  and realistic  potential of the target to
attract the capital it may require,  and management's  evaluation of its ability
to  achieve  its  plan  for  profitability.  No  acquisition  would  be  made if
Management were not satisfied that its plan for profitability and viability were
sound and in the interests of  shareholders.  The  Registrant  will continue its
evaluation  of  opportunities  until  an  attractive  business   combination  is
accomplished, no matter how long it may take.

(b)  Discussion  and Analysis of Financial  Condition and Results of Operations.
This  Registrant  has no  immediate  need for current  capital  formation in its
present stage from outside  sources.  This means that the Registrant  expects to
maintain  its  corporate  and other  filings and reports  during the next twelve
months.  This Registrant  retained a firm named Capital Relations and Management
to assist in initial  submission to the OTCBB,  paying a fixed fee of $2,500 for
that  service.  Capital  Relations  and  Management  is not an  affiliate of the
Registrant  or of its Principal  Shareholder.  Capital  Relations  submitted the
Registrant's  disclosure documents to National Capital,  LLC, which market maker
duly submitted for permission to quote to the NASD.  Before  clearing  comments,
the NASD effected its rule changes, with the result that the Registrant's common
stock was cleared for the Pink Sheets, but cannot be cleared for the OTCBB until
its 1934 Act Registration shall have become effective, and cleared comments. The
Registrant has not, and this Registrant will not, take other  affirmative  steps
to encourage or request any  broker-dealer  to act as a market maker for the its
securities.


                                       3
<PAGE>

     The financial statements for the nine months reflect minimal changes and no
substantial corporate activity. No Revenues were recorded.  The only expense was
for final  amortization of organizational  costs. Such costs had previously been
subject to amortization over five years,  pursuant to then prevailing accounting
practices.  They are currently  subject to immediate expense treatment under new
accounting  guidlines.  These  changes do not  affect  this  Registrant,  as the
current expense of 16,000 completes the amortization of such costs.

                           PART II: OTHER INFORMATION

                            Item 1. Legal Proceedings

                                      None

                          Item 2. Change in Securities

                                      None

                     Item 3. Defaults Upon Senior Securities

                                      None

            Item 4. Submission of Matters to Vote of Security Holders

                                      None

                            Item 5. Other Information

                                      None

                    Item 6. Exhibits and Reports on Form 8-K

                                      None

                                  Exhibit Index

                       Financial Statements and Documents
               Furnished as a part of this Registration Statement

     Exhibit F99-Q3: Financial Statements (Un-Audited) September 30, 1999


                                       4
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Form 10-Q Report for the Quarter ended September 30, 1999, has been signed below
by the following  person on behalf of the  Registrant and in the capacity and on
the September 30, 1999 indicated.

Dated: September 30, 1999

                                DP Charters, Inc.
                                       by

  /s/ Kirt W. James                        /s/ J. Dan Sifford, Jr.
------------------------------------     ---------------------------------------
Kirt W. James                            J. Dan Sifford, Jr.
PRESIDENT/DIRECTOR                       SECRETARY/DIRECTOR


                                       5
<PAGE>




                                 Exhibit F99-Q3

                        UN-AUDITED FINANCIAL STATEMENTS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999




                                       6
<PAGE>

                                DP CHARTERS, INC.
                            BALANCE SHEET (UNAUDITED)
                 for the years ended December 31, 1998 and 1997
                   and for the period ended September 30, 1999

<TABLE>
<CAPTION>
                                                             September 30,      December 31,
                                                             -------------    ----------------
                                                                1999         1998         1997
                                                             ---------    ---------    ---------
<S>                                                          <C>          <C>          <C>
                                     ASSETS
CURRENT ASSETS

           Cash                                              $     996    $  12,321    $ 118,848

TOTAL CURRENT ASSETS                                               996       12,321      118,848
                                                             ---------    ---------    ---------

OTHER ASSETS

           Organizational Costs                                              16,000       20,000
           Accounts receivable                                  13,100

TOTAL OTHER ASSETS                                              13,100       16,000       20,000
                                                             ---------    ---------    ---------

TOTAL ASSETS                                                 $  14,096    $  28,321    $ 138,848
                                                             =========    =========    =========

                              STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

     Common Stock, $.001 par value; authorized 100,000,000
        shares; issued and outstanding, 20,000,000 shares,
        26,400,000 and 27,656,000 shares respectively           27,656       26,400       23,808

     Additional Paid-In Capital                                205,444      193,600      115,192

     Accumulater Equity (Deficit)                             (219,004)    (191,679)        (152)
                                                             ---------    ---------    ---------

Total Stockholders' Equity                                      14,096       28,321      138,848
                                                             ---------    ---------    ---------

TOTAL STOCKHOLDERS' EQUITY                                   $  14,096    $  28,321    $ 138,848
                                                             =========    =========    =========
</TABLE>

                  The accompanying notes are an integral part
                         of these financial statements.
                                    page F-2


                                       7
<PAGE>

                               DP CHARTERS, INC.
             STATEMENTS OF LOSS AND ACCUMULATED DEFICIT (UNAUDITED)
                 for the years ended December 31, 1998 and 1997
                  and for the period ended September 30, 1999


                                                             December 31,
                                     September 30,   -------------------------

                                          1999           1998          1997
                                     ------------    ----------   ------------

Revenues                             $        -0-    $      -0-   $        -0-
                                     ------------    ----------   ------------

Amortization                                             (4,000)           -0-

Organizational costs                      (16,000)

Net Loss from Operations                  (11,325)     (187,527)          (152)

Net Income (Loss)                    $    (27,325)   $ (191,527)  $       (152)
                                     ============    ==========   ============

Loss per Share                       $    (.00103)   $  (.00725)  $        -0-
                                     ============    ==========   ============

Weighted Average
    Shares Outstanding                 26,405,834    26,400,000     20,000,000
                                     ============    ==========   ============

                   The accompanying notes are an integral part
                         of these financial statements.

                                    page F-3


                                       8
<PAGE>

                                DP CHARTERS, INC.
                       STATEMENTS OF CASH FLOW (UNAUDITED)
                 for the years ended December 31, 1998 and 1997
                   and for the period ended September 30, 1999

<TABLE>
<CAPTION>
                                                                   December 31,
                                               September 30, ----------------------
                                                   1999         1998         1997
                                                ---------    ---------    ---------
<S>                                             <C>          <C>          <C>
Operating Activities

   Net Income (Loss)                            $ (27,325)   $(191,527)   $    (152)

   Less items not effecting cash:
      organization costs                           16,000
      amortization                                               4,000          -0-
                                                ---------    ---------    ---------

Net Cash from Operations                          (11,325)    (187,527)        (152)

Cash Increase (Decrease) sale of Common Stock      13,100       81,000      119,000

Cash Increase (Decrease) accounts receivable      (13,100)
                                                ---------    ---------    ---------

Net increase (decrease) in cash                   (11,325)    (106,527)     118,848

Beginning Cash                                     12,321      118,848          -0-

Cash as of Statement Date                       $     996    $  12,321    $ 118,848
                                                =========    =========    =========
</TABLE>

                   The accompanying notes are an integral part
                         of these financial statements.

                                    page F-5


                                        9
<PAGE>

                                DP CHARTERS, INC.
            STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
             for the period from inception of the Development Stage
                 on December 18, 1997, through December 31, 1997
                      for the year ended December 31, 1998
                   and for the period ended September 30, 1999

<TABLE>
<CAPTION>
                                                             Additional   Accumulated   Total Stock-
                                    Common          Par        Paid-In      Equity    holders' Equity
                                     Stock         Value       Capital     (Deficit)     (Deficit)
                                   ----------   ----------   ----------   ----------    ----------
<S>                                <C>          <C>          <C>          <C>           <C>
Common Stock issued at inception   20,000,000   $   20,000   $        0   $        0    $   20,000

Sale of Common Stock                3,808,000        3,808      115,192

Loss during 1997                                                                (152)
                                   ----------   ----------   ----------   ----------    ----------

Balance at December 31, 1997       23,808,000       23,808      115,192         (152)      138,848

Sale of Common Stock                2,592,000        2,592       78,408

Loss during 1998                                                            (191,679)
                                   ----------   ----------   ----------   ----------    ----------

Balance at December 31, 1998       26,400,000   $   26,400   $  193,600   $ (191,679)   $   28,321

Sale of Common Stock                1,256,000        1,256       11,844

Loss during period ended
      September 30,1999                                                      (27,325)
                                   ----------   ----------   ----------   ----------    ----------

Balance at September 30, 1999      27,656,000   $   27,656   $  205,444   $ (219,004)   $   14,096
</TABLE>



                  The accompanying notes are an integral part
                         of these financial statements.
                                    page F-4


                                       10
<PAGE>

                                DP CHARTERS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 for the years ended December 31, 1997 and 1998
                 and for the six months ended September 30, 1999

1-FORMATION AND OPERATIONS OF THE COMPANY

     DP Charters,  Inc. (the "Company") was incorporated on December 18, 1997 in
     the State of Nevada with the intent of  initiating a charter  yacht service
     from  the  Dana  Point  harbor  located  in  Dana  Point,   Orange  County,
     California.  The Company is authorized to issue  100,000,000  Common Shares
     each with a par value of $0.001.  Since inception it has been the intent of
     management  to  acquire  and  operate  small to medium  sized  fishing  and
     pleasure motor yachts.  As of the date of these  statements the Company has
     not yet begun any operations and is a development  stage company  according
     to  Financial  Accounting  Standards  Board  Statement  No. 7. The Board of
     Directors and  Shareholders  of the Company have authorized the issuance of
     7,656,000 of its Common Shares in Regulation D, 504 offerings.

2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a)  BASIS OF ACCOUNTING

          Accounting  records  of  the  Company  and  financial  statements  are
          maintained and prepared on an accrual basis.

     (b)  FISCAL YEAR

          The Company's  proposed fiscal year for accounting and tax purposes is
          December 31.

     (c)  ORGANIZATION COSTS

          The Company  incurred  $20,000 of  organization  costs in 1997.  These
          costs,  which were paid by  shareholders of the Company and which were
          exchanged for 20,000,000  shares of common stock having a par value of
          $20,000. On January 1, 1999, due to changes in accounting  principals,
          remaining organization costs were expensed.

     (d)  CASH EQUIVALENTS

          For Financial  Accounting  Standards  purposes,  the Statement of Cash
          Flows,  Cash  Equivalents  include  time  deposits,   certificates  of
          deposit,   and  all  highly  liquid  debt  instruments  with  original
          maturities  of three  months or less.  Whenever  cash amount are to be
          included on the Company's Statements of Cash Flow, however,  they will
          be comprised exclusively of cash.



                                    page F-6
                                       11
<PAGE>

DP Charters, Inc.
Notes to Financial Statements
for the years ended December 31, 1997 and 1998
and for the period ended September 30, 1999
continued

3-PROPERTY AND EXECUTIVE COMPENSATION

     (a)  PROPERTY:

          The Company's  offices and all of its records are located at 24843 Del
          Prado, Suite 318, Dana Point, California 92629.

     (b)  EXECUTIVE COMPENSATION:

          Since  inception,  the  Company has paid no cash  compensation  to its
          officers or directors.  Officers of the Company will be reimbursed for
          out-of-pocket expenses and may be compensated for the time they devote
          to the Company.  In addition,  Officers may receive  compensation  for
          services  performed  on behalf of the  Company.  The terms of any such
          compensation  will be determined on the basis of the nature and extent
          of the services which may be required and will be no less favorable to
          the Company than the charges for similar  services made by independent
          third parties who are similarly  qualified.  No officer or director is
          required to make any  specific  amount or  percentage  of his business
          time available to the Company.

5-STOCKHOLDERS' EQUITY.

     The  Company is  authorized  to issue  100,000,000  shares of common  stock
     having a par value of $0.001. In October 1997,  20,000,000 shares of Common
     Stock, were issued in exchange for  organizational  costs which were valued
     by management at a total of $20,000. In 1997 and 1998,  6,400,000 shares of
     Common  Stock,  were issued in exchange for cash in the amount of $200,000.
     In January 1999, 6,000 shares of Common Stock,  were issued in exchange for
     cash in the  amount  of $600.  In April  1999,  1,250,000  shares of Common
     Stock, were issued in exchange for cash in the amount of $12,500.

                                    page F-7


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