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

                                  Form 10-K

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

         For the fiscal year ended June 30, 2001
                                   -------------

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

         For the transition period from _____________ to ____________

         Commission File Number:  33-5516-LA

                              Beeper Plus, Inc.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

        Nevada                                          88-0219239
------------------------                  ------------------------------------
(State of Incorporation)                  (IRS Employer Identification Number)

3900 Paradise Road, Suite 201  Las Vegas, NV                          89109
------------------------------------------                          ----------
(Address of Principal Executive Offices)                            (Zip Code)

Registrant's telephone number, including area code:  (702) 737-5560
                                                     --------------

Securities registered pursuant to Section 12(b) of the Act:

    Title of each class               Name of each exchange on which registered

         None


Securities registered pursuant to Section 12(g) of the Act:

                                        Common Stock
                                      ----------------
                                      (Title of Class)


Indicate by check mark whether the registrant (1) has filed all reports 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.

                              Yes            No  X

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (subsection 229.405 of this chapter) is not contained herein,
and will not be contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K.    [ ]


As of June 1, 2002, the aggregate market value of the voting and non-voting
common equity held by non-affiliates was approximately $47,000

Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.  4,808,135 $.01 par value


<PAGE>

                               Beeper Plus, Inc.
                                  Form 10-K
                                June 30, 2001


                               TABLE OF CONTENTS
                                                                            Page

                                  PART I

ITEM 1.   Business                                                             3

ITEM 2.   Properties                                                           6

ITEM 3.   Legal Proceedings                                                    6

ITEM 4.   Submission of Matters to a Vote of Security Holders                  7

                                  PART II

ITEM 5.   Market for the Registrant's Common Equity and Related
            Stockholder Matters                                                7

ITEM 6.   Selected Financial Data                                              8

ITEM 7.   Management's Discussion and Analysis of Financial
            Condition and Results of Operations                                8

ITEM 7A.  Quantitative and Qualitative Disclosure about Market Risk           11

ITEM 8.   Financial Statements and Supplementary Data                         11

ITEM 9.   Changes In and Disagreements with Accountants
            On Accounting and Financial Disclosure                            11

                                 PART III

ITEM 10.  Directors and Executive Officers of the Registrant                  12

ITEM 11.  Executive Compensation                                              13

ITEM 12.  Security Ownership of Certain Beneficial Owners and
          Management and Related Stockholder Matters                          14

ITEM 13.  Certain Relationships and Related Transactions                      14

                                 PART IV

ITEM 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K    15

                                       2
<PAGE>

Forward-Looking Information-General

This report on Form 10-K contains forward-looking statements that involve risks
and uncertainties.  Beeper Plus, Inc.'s actual results may differ significantly
from the results discussed in the forward-looking statements.

This report contains a number of forward-looking statements, which reflect
Beeper's current views with respect to future events and financial performance
including statements regarding Beeper's projections, and business endevours.
These forward-looking statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from historical results or
those anticipated.  In this report, the words "anticipates", "believes",
"expects", "intends", "future", "plans", "targets" and similar expressions
identify forward-looking statements.  Readers are cautioned to not place undue
reliance on the forward-looking statements contained herein, which speak only
as of the date hereof Beeper undertakes no obligation to publicly revise these
forward-looking statements, to reflect events or circumstances that may arise
after the date hereof.

Additionally, these statements are based on certain assumptions that my prove
to be erroneous and are subject to certain risks including, but not limited to,
Beeper's dependence on limited cash resources, and its dependence on certain key
personnel within Beeper.  Accordingly, actual results may differ, possibly
materially, from the predictions contained herein.

                                    PART I

ITEM 1.  BUSINESS

General

Beeper Plus, Inc. (the "Company" or "Beeper"), a Nevada corporation, was
incorporated on March 25, 1986, and has its corporate headquarters at 1515 E.
Tropicana Ave, #775, Las Vegas, NV, 89119.  Beeper was in the business of
collecting, organizing and disseminating timely sports information through
wireless services to individual and corporate customers throughout the United
States, Canada and the Caribbean, as well as news information through a network
of resellers.

Pursuant to a Purchase and Sale transaction, on March 19, 2001, effective as
of April 1, 2001, Beeper sold its paging business known as The Sports Page and
Score Page to BeepMe, a third party vendor and creditor of the Company.  As a
consequence of the sale of its paging business, Beeper ceased business
operations in the paging business.

Beeper is seeking a new business opportunity through acquisitions or a merger.

Prior to the sale of its paging business, Beeper had provided the following
services to its customers.

                                       3
<PAGE>

Sports Information

Beeper collected from multiple sources, information and facts, attendant to past
and future sporting events, which included standings, partial and final scores,
game schedules, starting rosters and changes, injuries, weather conditions,
statistics, and insights on athletes in a number of professional and college
sports and leagues.  The information and facts related to sporting events held
in the United States as well as major international events and the Olympics.
In addition, Beeper collected and reviewed data and information which is fed
continuously from three principal information service providers, namely The
Sports Network (TSN), The Sports Wire and Don Best.  After validating the
information and data received, our editorial staff selected, organized, and
repackaged the information for the various services that we offered.

First the information was earmarked for one or several of 15 channels our
subscribers could access, then structured in a format to convey a clear and
efficient message on a four-line LCD screen.  The service tracks progress and
highlights of games and events as they unfold, and is updated as often as every
three minutes.

The services provided by TSN and the Sports Wire were subject to fixed contracts
with automatic renewal for annual terms unless canceled by either party.
Services rendered by Don Best were provided on a subscription basis, and were
not memorialized in a contract.  The arrangements were not exclusive and the
wire services provide similar sports information to other customers.

Beeper's customers subscribed to receive sports information on a timely basis
via wireless communication devices under three-month, six-month and twelve-month
subscription arrangements.

Individual customers:  Individual customers received the information on a hand-
held battery operated alphanumeric pager and were able to subscribe under two
programs, namely the Sports Page and the Score Page.  Under both programs,
sports information was organized under the 15 channels available directly from
a pager: the first four under each program were identical, and the remaining 11
offered different quantity and types of information.

The Sports Page contained our most expansive listing of sports information,
including news spots and betting lines from various sources.  The Sports Page
received national recognition in newspapers and magazines throughout the
country.

The Score Page was a lower-priced version of the Sports Page, which provided
access to essential sports information.

Corporate customers:  Corporate customers received selected sports information
via satellite and modem connection that was then displayed on giant LED screens
that adorn their facilities.

Beeper had over 900 regular subscribers of the sports information, with 90% of
Beeper's subscribers selecting the Sports Page program.  Approximately 50% of
Beeper's subscribers committed to six-month or twelve-month subscription
arrangements concurrent with the professional football season.  Subscription
fees were $360 per year for the Sports Page, and $120 per year for the Score
Page, and subscribers paid by check or credit cards.  They were notified
electronically at the end of their subscription term of the end of their
subscription, and, at that time were invited to renew their subscriptions.

                                       4
<PAGE>

Beeper's services were only accessed through high level Motorola pagers, which
offered users rich functionality and full coverage.  The Motorola pagers were
reprogrammable via wireless commands allowing us the authority to turn on or off
any service at any time directly without depending on telephone providers.

Devices were sold subject to the manufacturers' warranties.  Beeper did not
extend additional warranties or afford their customers rights to return the
devices to Beeper.  Beeper did not need to carry significant amounts of
inventory to meet rapid delivery requirements.

Front Page

On March 23, 1992, Beeper signed a joint venture agreement with National
Dispatch Center ("NDC") of San Diego, California.  Beeper agreed to sell and
promote a news paging service marketed as "The Front Page".  The Front Page
service provided headline and top story updates, weather forecasts, daily
business reports, daily sporting event results and television listings and
weekly entertainment headlines and listings.  The information sources utilized
by The Front Page service included various wire services such as United Press
International (UPI) and TSN.  Information updates were provided in excess of 25
times a day.  Under this joint venture, NDC had been reselling the Front Page
information to various paging providers.  Under the joint venture agreement
Beeper was bound to share with NDC any revenue generated from the sale of news
information through any channel.  By mutual consent, the Agreement was cancelled
on June 30, 2002,

Transmission of information

From Beeper's headquarters in Las Vegas, Sports Page and Score Page were
disseminated to Beeper's individual customers through PageNet Inc., a major
wireless and paging carrier.  The information was reduced to digital signals and
beamed via satellite to transmitters owned by PageNet Inc., positioned in cities
around the country.  These local transmitters then relayed 900 MHz signals
within a 30 to 150 mile radius of their location.  Beeper had contracted with
PageNet Inc., for a three-year term, subject to yearly extensions.

The agreement further provided for limitations of time utilization.  During
Beeper's peak period, namely the football season, Beeper paid a surplus for the
quantity of information that was disseminated.

The Company was not required to maintain paging licenses.

Markets and Channels

Beeper marketed their services through a number of advertising and promotion
initiatives, and through their web site.  Beeper also had a distributor in
Hawaii, which marketed their services in this region.

Other Sources of Revenue

Beeper generated revenue from the sale of pagers, and from the reselling of
traditional paging functionality namely personal paging services for a modest
monthly charge.  Approximately

                                       5
<PAGE>

35% of the Sports Page subscribers used the enhanced pager service.  In
addition, Beeper offered corporate customers the right to reserve and tailor the
information that was provided over specific channels under the Sports Page and
the Score Page services.

Competition

The dissemination of sports and news information is a competitive industry.
There are a number of entities that were in direct or indirect competition with
the Company in disseminating sports information.  There are a number of
enterprises that provide sports information through a number of traditional
channels like newspapers and television, and now through new media such as the
Internet and wireless hand-held devices and PDAs, two-way pagers and mobile
phones.  Several disseminate sports information through a hand-held pager in a
similar fashion as the Company, while others feed sports information through
cable television sports channels, commercial television sports news programs,
sports information periodicals, the sports section of newspapers and radio,
direct dial "900" score lines and online computer services.  No one player
dominates any of these channels.  New technologies and providers have made the
dissemination of information at any time and anywhere easy and convenient for
any user to access sports information on a timely basis.

Intellectual Property

The Company had invested significantly in building its Sports Page and Score
Page brands.  Beeper did not register any of its trademarks, nor did it
investigate whether it had infringed third party trademark rights.

Employees

As of June 30, 2001, the Company had no employees.


ITEM 2.  PROPERTIES

The Company owns no real property and it currently utilizes office space
contributed by Mr. Frank DeRenzo, a director of the Company, at no charge
to Beeper.

The Company had leased office space, located at 3900 Paradise Rd., Suite 201,
Las Vegas, Nevada 89109 at the rate of $6,113 per month.  The lease expired on
June 30, 2001.

The Company sublet office space to a non-related party for $1,100 per month on
a month to month basis.


ITEM 3.  LEGAL PROCEEDINGS

Beeper is not aware of any pending or threatened litigation against it that
Beeper expects will have a material adverse effect on their business, financial
condition, liquidity, or operating results.  However, legal claims are
inherently uncertain and Beeper cannot assure you that they will not be
adversely affected in the future by legal proceedings.

                                       6
<PAGE>

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

                                   PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

The Company's Common Stock, par value $.001, currently trades in the NASD Pink
Sheets.  The Company's initial registration statement was declared effective by
the Securities and Exchange Commission on June 20, 1986.  As of its fiscal year
ended June 30, 2001, there were approximately 4,000 shares traded through the
National Association of Securities Dealers.

The market price information for the common equity pursuant to Item
201(a)(i)(iii) for each fiscal quarter from the first quarter beginning July
1, 1999, through June 30, 2001, was as follows:



                              Bid Price         Asked Price
                             High     Low       High     Low
                             ----     ---       ----     ---

     1999  First Quarter    .0625    .050      .21875    .080
           Second Quarter   .09375   .0312     .21875    .0937
           Third Quarter    .1875    .09375    .3750     .2182
           Fourth Quarter   .875     .10       .3750     .2182
    2000   First Quarter    .3750    .1875     .50       .1875
           Second Quarter   .4200    .12       .50       .12
           Third Quarter    .12      .10       .18       .15
           Fourth Quarter   .10      .07       .16       .10
    2001   First Quarter    .07      .04       .08       .05
           Second Quarter   .02      .03       .05       .06

The above bid and asked quotations represent prices between dealers and does not
include retail markup, markdown or commission.  They do not represent actual
transactions and have not been adjusted for stock dividends or splits.

No dividends have been declared with respect to the Common Stock since the
Company's inception, and the Company does not anticipate paying dividends in the
foreseeable future.  However, there are no restrictions on the ability of the
Company to declare dividends on its Common Stock.

On June 30, 2001, the approximate number of holders of record of the Company's
$.001 par value Common Stock was 258.

                                       7
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

                                                Year ended June 30
                                        2001         2000          1999
                                        ----         ----          ----
Results of Operations Data
  Operating Revenue                 $  594,470   $  755,511     $  828,331
  Net Income (Loss)                     41,282     (237,650)      (290,173)
  Net Income (Loss)
   Per Common Share Outstanding            .01         (.06)          (.07)
Balance Sheet Data
  Total Assets                         215,034      233,460        228,477
  Total Liabilities                    405,079      466,196        349,560
  Stockholders' Equity (deficit)      (190,045)    (232,736)      (121,083)
  Long-term Debt                             0            0              0

The Company has not paid any dividends on its stock.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Results of Operations for the fiscal year ended June 30, 2001 compared to fiscal
year ended June 30, 2000

Revenues

Revenues decreased to $594,470 for the fiscal year ended June 30, 2001, from
$755,511 for the fiscal year ended June 30, 2000, representing a decline in
revenue of $161,041 in fiscal 2001.  The Company's Statement of Operations
reflects net income of $41,282 for the fiscal year ended June 30, 2001, compared
to a net loss of $237,640 for the fiscal year ended June 30, 2000.

The drop in revenues from 2000 to 2001 was primarily due to the sale of Beeper's
Sports Page and Score Page business in April of 2001, which represented Beeper's
primary source of revenues.  The net income was a result of a $176,431 gain
Beeper received from the sale of its business interests.

Beeper is in the process of identifying and developing new business ventures and
or business partners through acquisitions or mergers.

Operating Cost and Expenses

Cost of revenue consists primarily of the cost of acquiring data from
information service providers, and wire services, wireless and satellite
connectivity.  Cost of revenue has decreased from $321,041 for the fiscal year
ended June 30, 2000, compared to $239,756 for the fiscal year ended June 30,
2001.  Cost of revenue as a percentage of revenue was 42.5% and 40.3% for the
fiscal years ended June 30, 2000 and 2001 respectively.  The decrease cost and
expenses was primarily due to the sale of Beeper's business operations.

                                       8
<PAGE>

General and Administrative Expenses

General and administrative expenses consists primarily of personnel and related
costs and administrative expenses including rent, utilities and postage, as well
as marketing. General and administrative expenses have decreased from $559,032
for the fiscal year ended June 30, 2000 to $508,387 for the fiscal year ended
June 30, 2001.  Salaries and wages decreased during the fiscal period as a
result of austere salary and expense control programs.

Liquidity and Capital Resources

Beeper had a working capital deficit of $190,045 at June 30, 2001, compared to
a working capital deficit of $259,154 at June 30, 2000.  For the fiscal year
ended June 30, 2001, cash used in operating activities was $183,568, as compared
to $4,546 for the fiscal year ended June 30, 2000.  For the fiscal year ended
June 30, 2001, investing activities provided $80,626 as compared to using $3,080
for the fiscal year ended June 30, 2000. For the fiscal year ended June 30,
2001, financing activities provided $75,500 primarily from proceeds of notes
payable.  Net cash decreased by $27,442 for the fiscal year ended June 30, 2001
as compared to an increase of $2,374 for the fiscal year ended June 30, 2000.

At June 30, 2000, the Company secured a line of credit with Community Bank of
Nevada in the amount of $160,000, with a maturity date of August 14, 2001,
secured by the certificate of deposit in the amount of $160,000.  The line of
credit carried an interest rate of 2.00% over the certificate of deposit rate
(8.68% at June 30, 2001), matured on August 14, 2001, and required monthly
interest payments.  As of June 30, 2001 and 2000, outstanding borrowings against
this line of credit was $159,931.  The line of credit was closed and the
proceeds from the certificate of deposit were used to pay down the line of
credit as of August 13, 2001.

During the year ended June 30, 2001, Beeper had short-term payables of, a
$13,000 Note, unsecured, at an interest rate of 12% per annum, a $16,000 Note,
unsecured, non-interest bearing, due on demand and an open term, $62,500 Note
Payable.

Beeper reported net income of $41,282 (taking into account a gain on the sale
of business operations of $176,431) for fiscal year ended June 30, 2001 and a
net loss of $237,650 for the fiscal year ended June 30, 2000, resulting in an
accumulated deficit of $1,199,914 at June 30, 2001.  The Company's ability to
continue as a going concern is ultimately dependent on its ability to obtain
another business venture and/or business partners and additional financing.
Beeper may choose to raise additional cash through the sale of equity or debt
and obtain another business venture through a merger or acquisition.  No
assurance can be given that the Company will be successful in these efforts.
Beeper has no plans to pay dividends with respect to Common Stock in the
foreseeable future.

Results of Operations for the fiscal year ended June 30, 2000 compared to fiscal
year ended June 30, 1999

Revenues

Revenues decreased to $755,511 for the fiscal year ended June 30, 2000, from
$828,331 for the fiscal year ended June 30, 1999, representing a decline in
revenue of $72,820 in fiscal 2000.  Beeper's Statement of Operations reflects
a net loss of $237,650 for the fiscal year ended June 30, 2000, compared to a
net loss of $290,173 for the fiscal year ended June 30, 1999.

                                       9
<PAGE>

The drop in revenues from 1999 to 2000 was primarily due to a decrease in
revenues generated by Beeper's distributors.  Beeper's principal distributor
on the East Coast went out of business in the first quarter of the fiscal year
ended June 30, 1999, which resulted in a shortfall of approximately $35,000 in
forecasted revenue.  Beeper has not been successful in identifying the customers
which had contracted for their services with this distributor, or establish a
new distributor relationship to cover the region.

Operating Cost and Expenses

Cost of revenue consists primarily of the cost of acquiring data from
information service providers, and wire services, wireless and satellite
connectivity.  Cost of revenue has increased from $211,775 for the fiscal year
ended June 30, 1999, compared to $321,041 for the fiscal year ended June 30,
2000.  Cost of revenue as a percentage of revenue was 25.6% and 42.5% for the
fiscal years ended June 30, 1999, and 2000 respectively.  The increase was
primarily due to the higher cost charged by information service providers and
the higher wireless carrier charges for the upgraded service we are now
offering.  During the six month transition period during which we phased in the
upgraded carrier service, Beeper was paying for access to both services.

General and Administrative Expenses

General and administrative expenses consists primarily of personnel and related
costs and administrative expenses including rent, utilities and postage, as well
as marketing. General and administrative expenses have decreased from $806,077
for the fiscal year ended June 30, 1999 to $559,032 for the fiscal year ended
June 30, 2000.  Salaries and wages decreased during the fiscal period as a
result of austere salary and expense control programs.  Advertising costs have
increased in an effort to explore new markets for the Company's services.

Liquidity and Capital Resources

Beeper had a working capital deficit of $259,154 at June 30, 2000, compared to
a working capital deficit of $150,005 at June 30, 1999.  For the fiscal year
ended June 30, 2000, cash used in operating activities was $4,546, as compared
to $252,760 for the fiscal year ended June 30, 1999.  For the fiscal year ended
June 30, 2000, investing activities used $3,080 as compared to $107,677 for the
fiscal year ended June 30, 1999. For the fiscal year ended June 30, 2000,
financing activities provided $10,000 primarily from the issuance of Notes
Payables.  Net cash increased by $2,374 for the fiscal year ended June 30, 2000
as compared to a decrease of $193,876 for the fiscal year ended June 30, 1999.

At June 30, 1999, Beeper had a note receivable in the amount of $100,000 (plus
$5,997 of accrued interest) due from Maven Properties, Inc. (MPI) which is a
related party to Maven Enterprises, Inc., (MEI).   MEI was a majority
shareholder in Beeper owning 45.87% of the common stock outstanding at June 30,
1999.  At the time of the transaction the Chairman of the Board and Chief
Executive Officer of Beeper, who was subsequently relieved of his position with
Beeper, was also the Chairman of the Board and Chief Executive Officer of MEI
and MPI.  During the year ended June 30, 2000, the President of Beeper
personally purchased all of the shares of common stock held by MEI at June 30,
1999.  The note was issued, by Beeper, to settle obligations of MEI.  The note
bears interest at 8% and was due on November 4, 1998.  Beeper has reason to
believe MEI will not make payment on the note and, accordingly, during the year
ended June 30, 2000, recorded an impairment charge against the full value of the
note receivable plus accrued interest totaling $105,997.

                                      10
<PAGE>

At June 30, 2000, Beeper secured a line of credit with Community Bank of Nevada
in the amount of $160,000, with a maturity date of August 14, 2001, secured by
the certificate of deposit in the amount of $160,000.  Borrowings on the line
bear interest at 7.25% (payable monthly).  At June 30, 2000 and 1999,
outstanding borrowings on the line was $159,931.  The line of credit agreement
contained covenants, which restricted Beeper from incurring additional debt or
utilizing loan proceeds for purposes other than working capital.

During the year ended June 30, 2000, the President of Beeper converted $10,000
of principal amount of an outstanding note at June 30, 1999, and an additional
$10,000 of principal amount of an outstanding note, which had been loaned to
Beeper during the year into 500,000 shares of common stock at the current market
price on the date of conversion.  Accrued interest, at June 30, 2000, on the
converted notes was paid in cash to the officer subsequent to year end and not
included as part of the conversion

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    Not Applicable


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    See Financial Statements commencing on page F-1.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

Effective March 19, 2001, pursuant to a Board of Director Resolution dated March
19, 2001, the Company elected to change its Certifying Accountant, Hein &
Associates L.L.P. as a result of the Board of Director's decision and efforts to
cut back on the Company's expenses.

Hein & Associates L.L.P.'s reports for the last two fiscal years and interim
period through September 30, 2000, have not contained an adverse opinion or a
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles.  Nor has there been any disagreement with
Hein & Associates L.L.P. on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreement(s), if not resolved to its satisfaction, would have caused it to
make reference to the subject matter of the disagreement(s) in connection with
its report.

Effective March 19, 2001, the Company engaged Harold Y. Spector, CPA as its
principal accountant to audit the Company's Financial Statements.  During the
Company's last two most recent fiscal years and the subsequent interim periods
to date hereof, the Company has not consulted with Harold Y. Spector, CPA on
items which concerned the application of accounting principles to a specified
transaction, whether complete or proposed, nor on any subject matter of a
disagreement or reportable event with Hein & Associates L.L.P.

                                       11
<PAGE>

                                   PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth-certain information regarding each director
and executive officer of the Company:

        Name                Age          Position
        ----                ---          ---------

     Frank H. DeRenzo       64      President and Director
     Robert Muniz           47      Secretary, Treasurer and Director
     DeAnn Moore            29      Director

The Directors of the Company are elected to hold office until the next annual
meeting of shareholders or until their respective successors are duly elected
and qualified.  Officers of the Company serve at the discretion of the Board of
Directors and are appointed by the Board of Directors.

Frank H. DeRenzo.  Mr DeRenzo was elected President and Director of the Company
on March 20, 1998.  From May of 1997 to March 26, 1999, Mr. DeRenzo served as
President and Director of Maven Enterprises, Inc. of Las Vegas, NV, a media
company within the gaming industry.  Since 1989, he has been Vice-President of
gaming sales for Trans-Lux Corporation, the leading manufacturer of LED Displays
worldwide, and is responsible for sports and race book contracts.  From 1987 to
1989, he was President of Intermark Imagineering, Inc. (manufacturer of
computerized Keno systems).  From 1984 to 1987, he was Vice President of Sports
Form, Inc. (satellite broadcast of horse racing), From 1984 to 1987, he was
Vice-President of Satellite Simulcast Service, Inc. (transmission and encryption
services to racetracks).

Robert Muniz.  Mr. Muniz was re-appointed as a Director of the Company on April
1, 1999.  From March 20, 1998 to July 1, 1998, Mr. Muniz was a Director of the
Company.  Mr. Muniz has been in the gaming industry for over 20 years. From 1978
to the present he has been the Race Book Manager at the Barbary Coast & Casino
in Las Vegas, Nevada; the Race Book Manager at the Gold Coast Hotel & Casino;
and the Director of Race Book Operations for Coast Resorts, Inc.. Mr.Muniz has
served as a consultant to Hyatt regency, Riveria Hotel & Casino, Las Vegas
Dissemination Company and the University of Arizona's Race Track Industry
Program.  He also assisted in the establishment of the Nevada Pari-Mutuel
Association.

DeAnn Moore.  Ms. Moore was appointed as a Director of the Company on April 16,
2001.  Mr. Moore joined the Company on April 6, 1998, as an administrative
asistant and was promoted to office manager/bookkeeper.  Ms. Moore has been a
retail manager for five (5) years working for Country and More, a home decor and
gift store and Pier One Imports.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth the total compensation paid by the Company for
its fiscal year ending June 30, 2001, to each of the executive officers of the
Company.  During the fiscal years ending June 30, 2001, 2000, and 1999 no
Executive Officer or Director of the Company received cash remuneration in
excess of $60,000.  There are no standard arrangements for the compensation of
directors.

                                       12
<PAGE>

                                   Annual Compensation           Long Term
Name                                Year Ended June 30          Compensation
                                                                 Restricted
                                  2001     2000      1999      Stock Awards (#)
                                  ----     ----      ----      ----------------

Frank H. DeRenzo                     $0   $30,000   $25,900
Director/President

Kevin Persinger                 $31,994   $40,000   $39,971
Director/VP Operations(i)

Robert Muniz                         $0
Director/Secretary-Treasurer

DeAnn Moore                     $25,000
Director

(i)  On February 27, 2001, Mr. Kevin Persinger resigned as a Director of the
Company.

                      OPTION GRANTS IN FISCAL YEAR 2001

Beeper did not issue any option grants in the fiscal year 2001.

Beeper extended their Employee Stock Option Plan to 2010.  Currently no options
have been issued under the Employee Stock Option Plan.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

Security Ownership of Management and Certain Beneficial Owners

The following table sets forth information as of the date hereof, based on
information obtained from the persons named below, with respect to the
beneficial ownership of the Common Stock by (i) each person known by the Company
to own beneficially 5% or more of the Common Stock, (ii) each director and
officer of the Company and (iii) all directors and officers as a group:

Name and Address of Beneficial Owner     Shares owned Beneficially    % Owned

Frank DeRenzo                                     2,467,102           51.3%
1515 E. Tropicana Ave., #775
Las Vegas, NV  89119

Robert Muniz                                              0              0%
1515 E. Tropicana Ave., #775
Las Vegas, NV  89119

DeAnn Moore                                           1,600          .0003%
1515 E. Tropicana Ave., #775
Las Vegas, NV  89119


Officers and Directors, and 5%                    2,468,702        51.3003%
shareholders as a group
(3 in number)

                                      13
<PAGE>

The number of shares of Common Stock owned are those "beneficially owned" as
determined under the rules of the Securities and Exchange Commission, including
any shares of Common Stock as to which a person has sole or shared voting or
investment power and any shares of Common Stock which the person has the right
to acquire within 60 days through the exercise of any option, warrant or right.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As of the year ended June 30, 2001, Beeper had transactions with related parties
as follows:

a) $13,000, unsecured note payable to an officer of the Company, at an interest
   rate of 12% per annum, due on demand.  As of December 18, 2001, $6,000 of the
   note had been repaid.
b) $16,000, unsecured note payable to a shareholder, non-interest bearing, due
   on demand.
c) $62,500, note payable to a related party, terms are open.

                                   PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) Items filed as part of report:

Attached hereto commencing on Page F-1 are the financial statements and
Supplementary Data required by Item 8 of this Form.

(b)  Reports on Form 8-K

We filed a Report on Form 8-K on January 18, 2002 announcing the sale of The
Sports Page to BeepMe, a third party vendor, the change of Hein + Associates,
LLP as the Company's auditors and the engagement of Harold Y. Spector, CPA as
its new auditor.

                                  SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                               Beeper Plus, Inc.
                               -----------------
                                 (Registrant)


                               /s/Frank DeRenzo
                               ----------------
                                  Frank DeRenzo
                                  President

In accordance with the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities and on the
dates indicated.


Signature                             Title
-----------                     -------------------

/s/Frank DeRenzo		President and Director
----------------
   Frank DeRenzo

/s/Robert Muniz                 Director, Secretary-Treasurer
----------------
   Robert Muniz

/s/DeAnn Moore                  Director
---------------
   DeAnn Moore

                                      14
<PAGE>

                         INDEPENDENT AUDITOR'S REPORT
                         ____________________________

To the Board of Directors and Stockholders
Beeper Plus, Inc.


I have audited the accompanying balance sheet of Beeper Plus, Inc. (a Nevada
corporation), as of June 30, 2001, and the related statements of operations,
changes in stockholders' deficit, and cash flows for the year then ended.  These
financial statements are the responsibility of the Company's management.  My
responsibility is to express an opinion on these financial statements based on
my audit.  The fiscal years 2000 and 1999 financial statements were audited by
other auditors whose report dated September 14, 2000, on those statements
included an explanatory paragraph describing conditions that raised substantial
doubt about the Company's ability to continue as a going concern.

I conducted my audit in accordance with auditing standards generally accepted in
the United States.  Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes 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.  I believe that my audit provide a reasonable basis for my
opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Beeper Plus, Inc.8 as of June 30,
2001, and the results of its operations and cash flows for the year ended June
30, 2001, in conformity with accounting principles generally accepted in the
United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 15 to the
financial statements, the Company's operating losses and working capital
deficiency raise substantial doubt about its ability to continue as a going
concern.  Management's plans regarding those matters are also described in Note
15.  The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.



/s/Harold Y Spector, CPA
Pasadena, California
May 20, 2002

                                      F-1
<PAGE>

BEEPER PLUS, INC.
Balance Sheets
June 30, 2001 and 2000
____________________________________________________________________________

ASSETS                                               2001             2000
____________________________________________________________________________
Current Assets
  Cash                                          $     7,778      $    35,220
  Certificate of deposit                            160,000          160,000
  Accounts receivable, net of allowance for
    doubtful accounts 2001 $0;
    2000 $53,511                                          -            7,844
  Other current assets                               47,256            3,978
                                                 __________       __________
    Total current assets                            215,034          207,042

Property and equipment, net of accumulated
 depreciation 2001 $0; 2000 $283,796                      -           12,368

Other assets                                              -           14,050
                                                 __________       __________
    TOTAL ASSETS                                $   215,034      $   233,460
                                                 ==========       ==========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
  Accounts payable and accrued expenses         $    53,165      $    93,161
  Accrued compensation and related taxes            100,483           85,307
  Deferred revenue                                        -          111,797
  Notes payable, current portion                    251 431          175,931
                                                 __________       __________
    Total current liabilities                       405,079          466,196
                                                 __________       __________
Stockholders' Deficit
  Common Stock, $0.01 par value, authorized
  10,000,000 shares, issued and outstanding
  2001 4,808,135 shares; 2000 4,788,000 shares       48,081           47,880
  Paid-in capital                                   965,158          963,950
  Accumulated deficit                            (1,199,914)      (1,241,196)
                                                 __________       __________
                                                   (186,675)        (229,366)
  Less: Treasury stock, at cost                      (3,370)          (3,370)
                                                 __________       __________
    Total stockholders' deficit                    (190,045)        (232,736)
                                                 __________       __________
    TOTAL LIABILITIES AND
      STOCKHOLDERS' DEFICIT                     $   215,034      $   233,460
                                                 ==========       ==========

See Notes to Financial Statements

                                      F-2
<PAGE>

<TABLE>
<CAPTION>

BEEPER PLUS, INC.
Statements of Operations
For the years ended June 30, 2001, 2000 and 1999
_______________________________________________________________________________

                                          2001          2000            1999
_______________________________________________________________________________
<S>                                   <C>            <C>            <C>
Sales                                 $   594,470    $   755,511    $   828,331

Cost of Sales                             239,756        321,041        211,775
                                       __________     __________     __________
  Gross Profit                            354,714        434,470        616,556
                                       __________     __________     __________
Opearting Expenses:
  General and Administrative              508,387        559,032        806,077
  Write-off intangible assets               7,800              -              -
  Impairment of note receivable                 -        105,997              -
                                       __________     __________     __________
Total Operating Expenses                  516,187        665,029        806,077
                                       __________     __________     __________

  Operating (loss)                       (161,473)      (230,559)      (189,521)

Other income (expenses):
  Interest and Miscellaneous Income        40,117          9,861         18,151
  Gain on disposal of business            176,431              -              -
  Interest Expenses                       (13,793)       (16,952)       (10,653)
                                       __________     __________     __________
                                          202,755         (7,091)         7,498
                                       __________     __________     __________

Net income (loss) before taxes             41,282       (237,650)      (182,023)

Provision for income tax                        -              -        108,150
                                       __________     __________     __________
  Net income (Loss)                   $    41,282   $   (237,650)   $  (290,173)
                                       ==========     ==========     ==========
Basic and diluted net income (loss)
  per share                           $      0.01   $     (0.06)   $     (0.07)
                                       ==========     ==========     ==========
Weighted Average Number of Shares       4,808,135      4,297,975      4,288,000

</TABLE>

See Notes to Financial Statements

                                      F-3
<PAGE>

<TABLE>
<CAPTION>

Beeper Plus, Inc.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For years ended June 30, 2001, 2000 and 1999
______________________________________________________________________________________________________________

                                       Common Stock        Paid-in      Accumulated    Treasury
                                     ________________
                                     Shares    Amount      Capital        Deficit        Stock        Total
______________________________________________________________________________________________________________
<S>                                <C>        <C>         <C>          <C>             <C>          <C>
Balance at June 30, 1998           4,288,000  $ 42,880    $ 948,950    $  (713,373)    $      -     $  278,457
  Repurchase of Treasury stock             -         -            -              -       (3,370)        (3,370)
  Net loss                                 -         -            -       (290,173)           -       (290,173)
                                   ___________________________________________________________________________

Balance at June 30, 1999           4,288,000    42,880      948,950     (1,003,546)      (3,370)       (15,086)
  Conversion of note payable to
    related party                    500,000     5,000       15,000              -            -         20,000
  Net loss                                 -         -            -       (237,650)           -       (237,650)
                                   ___________________________________________________________________________

Balance at June 30, 2000           4,788,000    47,880      963,950     (1,241,196)      (3,370)      (232,736)
  Stock issued for employee
    compensation                      20,135       201        1,208              -            -          1,409
  Net income                               -         -            -         41,282            -         41,282
                                   ___________________________________________________________________________

Balance at June 30, 2001           4,808,135  $ 48,081    $ 965,158    $(1,199,914)    $ (3,370)    $ (190,045)
                                   ===========================================================================
</TABLE>


See Notes to Financial Statements

                                      F-4
<PAGE>

<TABLE>
<CAPTION>

BEEPER PLUS, INC.
STATEMENT OF CASH FLOWS
For years ended June 30, 2001, 2000 and 1999
_____________________________________________________________________________________________

                                                    2001            2000            1999
_____________________________________________________________________________________________
<S>                                             <C>             <C>              <C>
Cash Flow from Operating Activities:
  Net income (loss)                             $   41,282      $  (237,650)     $  (290,173)
  Adjustments to reconcile net income (loss)
   to net cash used in operations:
   Depreciation and amortization                     4,819            5,584            6,812
   Write-off intangible assets                       7,800                -                -
   Miscellaneous noncash adjustment                    (52)               -                -
   Gain on disposal of business                   (176,431)               -                -
   Impairment of note receivable                         -          105,997                -
   Deferred income tax                                   -                -          108,150
   (Increase) decrease in:
     Accounts receivable, net                        7,844           (1,831)          21,225
     Inventories                                         -              696            7,730
     Prepaids and other assets                       8,328           (3,978)          12,915
   Increase (decrease) in:
     Accounts payable and accrued expenses         (38,587)          63,891           23,215
     Accrued compensation and related expenses      15,176           21,752           62,138
     Deferred revenue                              (53,747)          40,993          (44,772)
                                                ____________________________________________
  Cash flows (used in) operating activities       (183,568)          (4,546)         (92,760)
                                                ____________________________________________

Cash Flow from Investing Activities:
  Purchase of property and equipment                (3,218)          (3,080)          (1,680)
  Proceeds from sales of business                   83,844                -                -
  Purchase of certificate of deposit                     -                -         (160,000)
  Advance to note receivable, stockholder                -                -         (105,997)
                                                ____________________________________________
  Cash flows provided by (used in)
    investing activities                            80,626           (3,080)        (267,677)
                                                ____________________________________________

Cash Flow from Financing Activities:
  Advance from related parties                      75,500           10,000           10,000
  Proceeds from notes payable                            -                -          159,931
  Purchase of treasury stock                             -                -           (3,370)
                                                ____________________________________________

  Cash flows provided by financing activities       75,500           10,000          166,561
                                                ____________________________________________

   Net increase (decrease) in cash                 (27,442)           2,374         (193,876)

Cash balance at beginning of year                   35,220           32,846          226,722
                                                ____________________________________________

Cash balance at end of year                    $     7,778      $    35,220      $    32,846
                                                ============================================

Supplemental Disclosures of Cash Flow
    Information

  Interest Paid                                $    12,128      $    16,952      $     9,843
  Income Taxes Paid                                      -              763                -

Supplemental Schedules of Noncash Investing
    and Financing Activities
  Issued stock for a liability                 $     1,409      $         -      $         -
  Conversion of note payable into equity                 -           20,000                -

</TABLE>


See Notes to Financial Statements

                                      F-5
<PAGE>

BEEPER PLUS, INC.

NOTES TO FINANCIAL STATEMENTS
________________________________________________________________________________

NOTE 1 - NATURE OF BUSINESS

Beeper Plus, Inc. (the "Company") was formed under the laws of Nevada on March
25, 1986.

The Company disseminates sports and news information directly to customers
nationwide through band held pagers by utilizing contracted paging services. The
Company also utilizes independent distributors to provide information to clients
within the United States.

In April 2001, the Company sold its business to a vendor and was not operating
since then.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES  The preparation of the accompanying financial statements in
conformity with accounting principles generally accepted in the United States
requires management to make certain estimates and assumptions that directly
affect the results of reported assets, liabilities, revenue, and expenses.
Actual results may differ from these estimates.

CASH EQUIVALENTS  For purposes of the statements of cash flows, the Company
considers all highly liquid debt instruments with an original maturity of three
months or less to be cash equivalents.

FAIR VALUE OF FINANCIAL INSTRUMENTS  The carrying amounts of the financial
instruments have been estimated by management to approximate fair value.

REVENUE RECOGNITION  Revenue is recognized at the point of sales or as services
have been performed and are billable.  Subscription revenue received in advance
is recorded as deferred income and recognized as income on a straight-line basis
over the life of the subscription.

     The Company adopted Staff Accounting Bulletin No. 101, "Revenue Recognition
in Financial Statements" ("SAB 101") in fourth quarter of 2000.  The adoption of
SAB 101 did not have a material impact on the Company's operating results or
financial positions.

ACCOUNTS RECEIVABLE  The Company reserves for uncollectible accounts for all
balances greater than 60 days. Upon the 60th day of aging, accounts are sent to
a collection agency for further collection efforts.  Accounts receivable are
presented net of allowance for doubtful accounts.

PROPERTY AND EQUIPMENT  Property and equipment are valued at cost.  Maintenance
and repair costs are charged to expenses as incurred.  Depreciation is computed
on the straight-line method based on the estimated useful lives of the assets.

IMPAIRMENT OF LONG-LIVED ASSETS   Long-lived assets and certain identifiable
intangible assets to be held and used are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of such
assets may not be recoverable.  Determination of recoverability is based on an
estimate of undiscounted future cash flows resulting from the use of the asset
and its eventual disposition.  Measurement of an impairment loss for long-lived
assets and certain identifiable intangible assets that management expects to
hold and use is based on the fair value of the asset.

                                      F-6
<PAGE>

BEEPER PLUS, INC.

NOTES TO FINANCIAL STATEMENTS
________________________________________________________________________________

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

STOCK-BASED COMPENSATION  The Company accounts for equity-based instruments
issued or granted to employees using the intrinsic method as prescribed under
APB No. 25 Accounting for Stock Issued to Employees.  During 1995, the FASB
issued Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" (SFAS No. 123), which defines a fair value based
method of accounting for stock options or similar equity instruments. The
Company has elected to adopt the disclosure-only provisions of SFAS No. 123 in
accounting for employee stock options.  The Company accounts for stock issued to
non-employees in accordance with the provisions of SFAS No. 123 and the Emerging
Issues Task Force (EITF) Issue No. 96-18, "Accounting for Equity Instruments
That Are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services."  SFAS No. 123 states that equity instruments that
are issued in exchange for the receipt of goods or services should be measured
at the fair value of the consideration received or the fair value of the equity
instruments issued, whichever is more reliably measurable.  Under the guidance
in Issue 96-18, the measurement date occurs as of the earlier of (a) the date at
which a performance commitment is reached or (b) absent a performance
commitment, the date at which the performance necessary to earn the equity
instruments is complete (that is, the vesting date).

INCOME TAXES  Income tax expense is based on pretax financial accounting income.
Deferred tax assets and liabilities are recognized for the expected tax
consequences of temporary differences between the tax bases of assets and
liabilities and their reported amounts.

ADVERTISING COSTS  All advertising costs are expensed as incurred.  Advertising
expense for the years ended June 30, 2001, 2000 and 1999 was $10,827, $8,228 and
$20,867, respectively.

RECLASSIFICATION  Certain reclassifications have been made to the 2000 financial
statements to conform with the 2001 financial statement presentation.  Such
reclassification had no effect on net loss as previously reported.

RECENT ACCOUNTING PRONOUNCEMENTS  SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets," was issued and establishes accounting and
reporting standards for the impairment or disposal of long-lived assets.  This
statement supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed."  SFAS No. 144 provides one
accounting model to be used for long-lived assets to be disposed of by sale,
whether previously held for use or newly acquired and broadens the presentation
of discontinued operations to include more disposal transactions.  The
provisions of SFAS No. 144 are effective for financial statements issued for
fiscal years beginning after December 15, 2001.  Accordingly, the statement was
effective for the Company for the fiscal quarter beginning January 1, 2002 and
it did not have an impact on its financial position.

                                      F-7
<PAGE>

BEEPER PLUS, INC.

NOTES TO FINANCIAL STATEMENTS
________________________________________________________________________________


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

    SFAS No. 143, "Accounting for Asset Retirement Obligations," addresses
financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset retirement
costs.  The statement requires that the fair value of a liability for an asset
retirement obligation be recognized in the period it is incurred if a reasonable
estimate of fair value can be made.  The associated retirement costs are
capitalized as a component of the carrying amount of the long-lived asset and
allocated to expense over the useful life of the asset.  The statement is
effective for financial statements issued for fiscal years beginning after June
15, 2002.  Management believes the adoption of the statement will not have a
material effect on the Company's financial statements.

    SFAS No. 142 "Goodwill and Other Intangible Assets" was issued effective for
the first period of all fiscal years beginning after December 15, 2001, with
early adoption permitted for entities with fiscal years beginning after March
15, 2001. SFAS No. 142 requires goodwill to be tested for impairment under
certain circumstances, and written off when impaired, rather than being
amortized as previous standards required.  The Company is current evaluating
the impact of SFAS No. 142.

    SFAS No. 141, "Business Combinations" was issued establishing accounting and
reporting standards requiring all business combinations initiated after June 30,
2001, to be accounted for using the purchase method.  SFAS No. 141 is effective
for the Company for the fiscal quarter beginning July 1, 2001 and it did not
have a significant impact on its financial position.

    SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities" was issued effective for all related
transactions occurring after March 31, 2001.  The statement replaces SFAS No.
125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities".  The new statement, while largely including the
provisions of SFAS No. 125, revises the standards for accounting for
securitizations and other transfers of financial assets and collateral and
requires certain additional disclosure.  The statement was effective for the
Company for the fiscal quarter beginning April 1, 2001 and the Company believes
the adoption will not have a significant impact on its financial position.

    In July 2000, the EITF began discussing Issue 00-18, "Accounting Recognition
for Certain Transactions involving Equity Instruments Granted to Other Than
Employees".  The issues are (a) the grantor's accounting for a contingent
obligation to issue equity instruments (subject to vesting requirements) when a
grantee performance commitment exists but the equity instrument has not yet been
issued, (b) the grantee's accounting for the contingent right to receive an
equity instrument when a grantee performance commitment exists prior to the
receipt (vesting) of the equity instrument, and (c) for equity instruments that
are fully vested and nonforfeitable on the date the parties enter into an
agreement, the manner in which the issuer should recognize the fair value of
equity instruments.  However, the EITF did not reach a consensus on any of these
issues, and further discussion of Issue 00-18 is expected at a future meeting.
The Company is currently evaluating the impact of Issue 00-18.

                                      F-8
<PAGE>

BEEPER PLUS, INC.

NOTES TO FINANCIAL STATEMENTS
________________________________________________________________________________


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

    In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", as amended by SFAS No. 138, which was
issued in June 2000. SFAS No. 133 establishes accounting and reporting standards
for derivative instruments.  The Company currently does not use derivative
financial products for hedging or speculative purposes and as a result, does not
anticipate any impact on the Company's financial statements.


NOTE 3 - SALES OF BUSINESS

On April 1, 2001, the Company agreed to sell its pager business known as Sport
Page to a vendor ("BeepMe") for a cash price of $130,000.  The selling price
includes all customers, software, computers, and equipment directly related to
the production and broadcast of The Sports Page and The Score Page.  BeepMe will
assume all the direct vendors, supplies, and distributors related to the Sports
Page and Score Page as of April 1, 2001.  BeepMe will also assume the needed
employees and related employee expenses, will use the Company office, and will
be responsible for its telephone and utility expenses.  As of June 30, 2001, the
balance due from BeepMe related to the sales was $46,156.

Net gain recognized on this sale was as follows:

Total selling price                             $ 130,000

Add:  Liabilities assumed at its book value
        Deferred revenue                           58,050
Less:  Assets solt at its book value
        Property and equipment                    (11,619)
                                                ---------
        Gain on sales of business               $ 176,431
                                                =========


NOTE 4 - RESTRICTED CERTIFICATE OF DEPOSIT

As of June 30, 2001 and 2000, the Company had a certificate of deposit in the
amount of $160,000 which is pledged as security for a note payable and is
subject to withdrawal restrictions.  The certificate of deposit was sold on
August 12, 2001.

                                     F-9
<PAGE>

BEEPER PLUS, INC.

NOTES TO FINANCIAL STATEMENTS
________________________________________________________________________________


NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment are summarized as follows:

                                        2001          2002
                                      ______________________
Office furniture and equipment        $    -      $  156,119
Computer and related equipment             -         127,665
Leasehold improvement                      -          12,380
                                      ______________________
                                           -         296,164
Less: accumulated depreciation             -        (283,796)
                                      ______________________
                                           -          12,368

NOTE 6 - LINE OF CREDIT

The Company had a line of credit with a bank in the amount of $160,000, secured
by a certificate of deposit.  The line carried an interest rate of 2.00% over
the CD rate (8.68% at June 30, 2001), matured on August 14, 2001, and required
monthly interest payments.  As of June 30, 2001 and 2000, outstanding borrowings
against on this line were $159,931.  The line of credit was closed and the
certificate of deposit unencumbered as of August 12, 2001.


NOTE 7 - SHORT-TERM NOTES PAYABLE

Short-term notes payable included the following:

                                                            June 30,
                                                    _______________________
                                                      2001           2000
                                                    _________     _________
a.)  Notes payable to an officer,
     interest at 12% per annum, due
     on demand.  Unsecured                          $  13,000     $       -

b.)  Notes payable to a shareholder,
     non-interest bearing; due on
     demand.  Unsecured                                16,000        16,000

c.)  Notes Payable to a related party.
     Terms are open.                                   62,500             -
                                                    ---------     ---------
                                                    $  91,500     $  16,000
                                                    =========     =========

NOTE 8 - INCOME TAX

Income tax expense is comprised of the following:

                        2001          2000         1999
                      ____________________________________
    Current           $     -       $     -      $       -
    Deferred                -             -        108,150
                      ------------------------------------
       Total          $     -       $     -      $ 105,150
                      ====================================

                                     F-10
<PAGE>

BEEPER PLUS, INC.

NOTES TO FINANCIAL STATEMENTS
________________________________________________________________________________


NOTE 8 - INCOME TAX (Continued)

Total income tax expense for year ended June 30, 1999 differed from the amounts
computed by applying the U.S. federal statutory tax as a result of changes in
valuation allowances on deferred tax assets.

As of June 30, 2001, the Company has net operating loss carryforwards,
approximately, of $1,298,124 to reduce future taxable income.  To the extent not
utilized, the carryforwards will begin to expire through 2011.  The Company's
ability to utilize its net operating loss carryforwards is uncertain and thus a
valuation reserve has been provided against the Company's net deferred tax
assets.

The deferred net tax assets consist of the following at June 30:

                                                       2001        2000
Current deferred tax assets:
  Allowance for doubtful accounts                   $       -    $  18,194
  Deferred compensation and accrued vacation                -       29,004
  Deferred revenue                                          -       38,011
                                                            -       85,209
  Less: valuation allowance                                 -      (85,209)
                                                    $       -    $       -
Noncurrent deferred tax assets:
  Net operating loss carryforwards                  $ 441,362    $ 371,355
  Less:  valuation allowance                         (441,362)    (371,355)
                                                    ----------------------
                                                    $       -   $        -
                                                    ======================

NOTE 9 - COMMON STOCK TRANSACTIONS

On July 13, 2000, the Board of Directors authorized the issuance of 20,135
shares of common stock to all employees currently employed as of June 30,
2000 for their continued dedication and loyalty to the Company.  The fair value
of the stock was $0.07 per share, and the total compensation cost of $1,409 was
accrued and charged to operations in the year ended June 30, 2000.  The shares
were issued in August 2000.

During the year ended June 30, 2000, the Company converted notes payable to
related party of $20,000 into 500,000 shares of common stock at the market price
on the date of conversion.

In August 1998, the Company repurchased 5,000 shares of its common stock for
$3,370.

                                     F-11
<PAGE>

BEEPER PLUS, INC.

NOTES TO FINANCIAL STATEMENTS
________________________________________________________________________________


NOTE 10 - STOCKS OPTIONS

Employee Stock Option Plan

The Company has a Stock Option Plan (the Plan) adopted by the stockholders in
April 1989 pursuant to which there are 500,000 shares of common stock reserved
for issuance and under which the Company may issue non-statutory, incentive or
performance based stock options to officers, directors and employees.  The price
of the options granted pursuant to the plan shall not be less than 100% of the
fair market value of the shares on the date of grant.  The options vest
immediately and expire after ten years from the date of grant.  Prices for
options granted to employees who own greater than 10% or more of the Company's
stock is at least 110% of the market value at date of grant. At June 30, 2001
and 2000, no shares have been issued.

Non-plan Options

There were non-plan options issued to current directors and employees.  During
the years ended June 30, 2001 and 2000, the Company granted 100,000 and
1,200,000 options, respectively.  As of those dates, there were 1,200,000
outstanding options.  The options were granted with an exercise price of $0.04
per share which was the market price on the date of grant.  The options vested
immediately and began to expire in 2010. The weighted average fair value of
options granted by the Company as of June 30, 2001 and 2000 was $0.01 and $0.02,
respectively. None of these options have been exercised to date.

A summary of the status of stock options issued by the Company as of June 30,
2001 and 2000 is presented in the following table:

                                              2001                 2000
                                     __________________________________________
                                                Weighted    Weighted
                                       Number    Average     Number    Average
                                         of      Exercise      of      Exercise
                                      Options     Price      Options    Price
                                     __________________________________________
Outstanding at beginning of Year     1,200,000   $ 0.04            -    $    -
Granted                                100,000     0.04    1,200,000      0.04
Cancelled                             (100,000)    0.04            -         -
                                     ---------   ------    ---------    ------
Outstanding at end of Year           1,200,000   $ 0.04    1,200,000    $ 0.04
                                     =========   ======    =========    ======

Exercisable at end of Year           1,200,000   $ 0.04    1,200,000    $ 0.04
                                     =========   ======    =========    ======

The following table sets forth additional information about stock options
outstanding at June 30, 2001:

                                 Weighted
                                  Average       Weighted
                                 Remaining       Average
  Exercise        Options       Contractual     Exercise      Options
   Price        Outstanding        Life          Price      Exercisable
_______________________________________________________________________

   $ 0.04        1,200,000      8.96 years      $ 0.04       1,200,000

                                     F-12
<PAGE>

BEEPER PLUS, INC.

NOTES TO FINANCIAL STATEMENTS
________________________________________________________________________________


NOTE 10 - STOCKS OPTIONS (Continued)

The Company has elected to account for its stock-based compensation under APB
Opinion No. 25 an accounting standard under which no related compensation was
recognized in 2001 or 2000, the year of the grant; however, the Company has
computed for pro forma disclosure purposes, the value of all options granted
during the year ended June 30, 2001 and 2000 using the Black-Scholes option
pricing model as prescribed by SFAS No. 123 and the weighted average assumptions
as follows:

                                                       June 30,
                                                   2001       2000
                                                  _________________
Weighted average fair value per option granted    $ 0.01     $ 0.02
Risk-free interest rate                             2.50%      6.32%
Expected dividend yield                             0.00%      0.00%
Expected lives                                      2.00       2.00
Expected volatility                                 0.30       0.68

For purposes of pro forma disclosures, the estimated fair value of options is
amortized to expense over the options' vesting period.  The Company's pro forma
information follows:

                                                             2001       2000
                                                           ___________________
Net income (loss)-as reported                              $41,282   $(237,650)
Net income (loss)-pro forma                                 40,532    (261,660)
Basic and diluted net income (loss) per share-as reported     0.01       (0.06)
Basic and diluted net income (loss) per share-pro forma       0.01       (0.03)

There were no options were granted or outstanding during the year ended June
30, 1999.


NOTE 11 - NET INCOME (LOSS) PER SHARE

Basic net income (loss) per share is computed using the weighted-average number
of shares of common stock outstanding during the period.  Diluted net income per
share is computed using the weighted-average number of common and dilutive
potential common shares outstanding during the period.  Diluted net loss per
share is computed using the weighted-average number of common shares and
excludes dilutive potential common shares outstanding, as their effect is
antidilutive.  There were 1.2 million outstanding stock options excluded from
the calculation of diluted earnings per share for year ended June 30, 2001
because they were anti-dilutive. However, these options could be dilutive in the
future.

The following table sets forth the computation of basic and diluted earnings per
share:

                                      F-13
<PAGE>

BEEPER PLUS, INC.

NOTES TO FINANCIAL STATEMENTS
________________________________________________________________________________


NOTE 11 - NET INCOME (LOSS) PER SHARE (Continued)

                                                2001        2000         1999
                                             __________________________________
Net income (loss)                            $  41,282   $(237,650)   $(290,173)

Weighted average common shares outstanding   4,808,135   4,297,975    4,297,975

Basic and diluted net income (loss)
  per share                                  $    0.01   $   (0.06)   $   (0.07)
                                             ==================================

NOTE 12 - SEGMENT INFORMATION

SFAS No. 131 "Disclosures about Segments of an Enterprise and Related
Information" requires that a publicly traded company must disclose information
about its operating segments when it presents a complete set of financial
statements.  Since the Company has only one segment; accordingly, detailed
information of the reportable segment is not presented.


NOTE 13 - RELATED PARTY TRANSACTIONS

As disclosed in Note 7, the Company had notes payable to related parties in the
amounts of $91,500 and $16,000 as of June 30, 2001 and 2000, respectively.


NOTE 14 - COMMITMENTS

OPERATING LEASES  The Company leases its office facilities under a non-
cancelable operating lease for $6,113 per month. The lease expires on June 30,
2001.  Rent expense totaled $77,042, $71,023 and $73,838 for years ended June
30, 2001, 2000 and 1999, respectively.  The Company subleased an office space to
a non-related party for $1,100 per month on a month-to-month basis.  Total
rental income received for years ended June 30, 2001 and 2000 was $12,100 and
$9,900, respectively.

    The Company also leases certain office equipment at $380 per month expiring
in April 2002.

    As of June 30, 2001, the minimum lease payments under these leases are
$3,800.

SALES CONTRACTS  In January 1997, the Company signed a contract with a
distributor in Northern California.  This contract superseded a Distributorship
Agreement originally signed in November 1987.  The new contract requires the
Company, beginning in June 1998, makes monthly payments of $16 to the
distributor for each active customer in the territory area for a 10 year period.
The distributor entitled to 32% of additional service fees collected from the
customers within the territory.  On May 31, 2008, the Company will pay, to the
distributor, $100 for each active paging customer inside the territory on that
date.  The Company's rights, duties and obligations under the contract will also
terminate at that time.

                                      F-14
<PAGE>

BEEPER PLUS, INC.

NOTES TO FINANCIAL STATEMENTS
________________________________________________________________________________


NOTE 14 - COMMITMENTS (continued)

JOINT VENTURE AGREEMENT  The Company agreed to terminate the News Information
Joint Venture agreement with National Dispatch Center, Inc. ("NDC") on April 30,
2001.  NDC will continue to remit to the Company all revenue NDC receives from
its customers through July 31, 2001 for news information services rendered by
NDC in the months of February, March and April 2001.


NOTE 15 - GOING CONCERN

The accompanying financial statements are presented on the basis that the
Company is a going concerns.  Going concern contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business over
a reasonable length of time.  As shown in the accompanying financial statements,
the Company incurred a net loss, net of gain on sales of business, of $135,149,
$237,650 and $290,173 for years ended June 30, 2001, 2000 and 1999,
respectively, and as of June 30, 2001, the Company's current liabilities
exceeded its current assets by $190,045.

During the year, the Company has sold its business and ceased operations.  The
Company presently has no operations and does not generate any revenue.  The
Company continued existence depends on its ability to meet its financing
requirements and the success of its future operations.  The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

                                      F-15