Aquamotion, INC.
                         FINANCIAL STATEMENTS
                              CONTENTS
                                                                       Page
Independent Auditor's Report	                                             1
Financial Statements
Balance Sheet	                                                            2
Statement of Operations	                                                  3
Statement of Stockholder's Equity	                                        4
Statement of Cash Flows	                                                  5
Notes to Financial Statements	                                          6-7

                        INDEPENDENT AUDITOR'S REPORT
                           Board of Directors
                             Aquamotion, Inc.
                             Las Vegas, Nevada

I have audited the accompanying balance sheets of Aquamotion, Inc. (a
development stage company), as of May 31, 1999; December 31, 1998; and 1997;
and the related statements of operations, stockholders' equity and cash flows
for the period ended May 31, 1999. These financial statements are the
responsibility of the Company's management.  My responsibility is to express
an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing
standards.  Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes 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 provides 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 Aquamotion, Inc. at May
31, 1999 the results of its operations and its cash flows for the periods
then ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern.  As discussed in Note 3 to the financial
statements, the Company has had no operations and has no established source
of revenue.  This raises substantial doubt about its ability to continue as a
going concern.  Management's plan in regard to these matters are also
described in Note 3.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/S/
Kurt D. Saliger C.P.A.
Certified Public Accountant
June 14, 1999

<TABLE>
                                Aquamotion, INC.
                       ( A Development Stage Company)
                                BALANCE SHEETS


                                    ASSETS
<CAPTION>
<S>                                   <C>          <C>           <C>
                                      May          December      December
                                      31,1999      31, 1998      31, 1997

CURRENT ASSETS:
Cash                                  $0           $0            $0
                                      -------      --------      --------

TOTAL CURRENT ASSETS                  $0           $0            $0
                                      -------      --------      --------

TOTAL ASSETS                          $0           $0            $0
                                      =======      ========      ========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts Payable                   $0           $0            $0

TOTAL CURRENT LIABILITIES             $0           $0            $0

STOCKHOLDERS' EQUITY:
Common Stock, par value $.0027
authorized 25,000,000 shares;
issued and outstanding
1,000,000 shares                      $2,700       $2,700        $2,700


Additional paid in Capital            $0           $0            $0

Deficit Accumulated During
Development Stage                    $(2,700)      $(2,700)      $(2,700)
                                     --------       -------      --------

TOTAL STOCKHOLDERS' EQUITY             $0            $0            $0

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                   $0            $0            $0
                                     ========        =======     ========

</TABLE>
See accompanying notes to financial statements & audit report

<TABLE>
                             Aquamotion, INC.
                      (A Development Stage Company)
                          STATEMENT OF OPERATIONS
<CAPTION>
                         For the        For the       March 14, 1995
                         five months    years ended   (inception)
                         May 31,        December 31,  to May
                         1999           1998 & 1997   31, 1999
                         <C>            <C>           <C>

<S>
INCOME:

Revenue                  $ 0            $ 0           $0

TOTAL INCOME             $ 0            $ 0           $0

EXPENSES:

Selling, General
    and Administrative   $0             $0            $2,700

Amortization and
Depreciation              0              0             0
                         -----         ------        ------

TOTAL OPERATING
EXPENSES                  0              0            $2,700

INCOME (LOSS) FROM
OPERATIONS                0              0            ($2,700)

OTHER INCOME (EXPENSES)
Gain on sale of assests   0              0            ($2,700)

Interest expenses         0              0              0

INCOME (LOSS) BEFORE
INCOME TAXES              0              0            ($2,700)
  Income Taxes            0              0              0

NET PROFIT (LOSS)         0              0            ($2,700)

NET PROFIT (LOSS)
PER SHARE                $0.00          $0.00         ($0.0027)

AVERAGE NUMBER OF SHARES
OF COMMON STOCK
OUTSTANDING             1,000,000       1,000,000     1,000,000

                         =====          =====        ======

</TABLE>
See accompanying notes to financial statements & audit report

<TABLE>
                                 Aquamotion, INC.
                        (A Development Stage Company)
                      STATEMENT OF STOCKHOLDERS' EQUITY
                             May 31, 2000
<CAPTION>
                               Common  Stock        Additonal      (Deficit)
                             Number                   Paid         Accumulated
                               of                      In            During
                             Shares       Amount     Capital      Development
                                                                     Stage
                             <C>          <C>       <C>           <C>
March 14, 1995
issued for cash (note 3)     10,000     $2,700      $0

Net (loss), 03-14-95
(inception) to 12-31-95      -              -        -             $(2,700)

Balance December
     31, 1995                10,000     $2,700      $0             $(2,700)


Net Income
December 31, 1996                                                     $0

Balance December
     31, 1996                10,000     $2,700    $0               $(2,700)

September 28, 1997
Forward Stock Split
100:1                         990,000
Net Income                                                           $0
                             -------    ------   --------        ----------
Balance, Dec. 31, 1997       1,000,000  $2,700     $0             $(2,700)

Net Income, 12-31-98                                                 $0
                             --------   ------   --------       ----------
Balance, Dec. 31,1998        1,000,000  $2,700     $0             $(2,700)

Net Income, 05-31-99                                                 $0
                             --------   ------    --------       ----------
Balance, MAY 31, 1999       1,000,000  $2,700     $0             $(2,700)




See accompanying notes to financial statements & audit report


</TABLE>
<TABLE>
                                 Aquamotion, INC.
                        (A Development Stage Company)
                          STATEMENT OF CASH FLOWS
<CAPTION>
<S>                                             <C>          <C>           <C>
                                                Jan. 1,      Jan. 1 to     March 14, 1995
                                                1999 to      Dec. 31,      (inception)
                                                May 31,      December      to March 31,
                                                 1999        1997,1998     1999


CASH FLOWS FROM OPERATING ACTIVITIES

Net Loss                                        $0           $0            $(2,700)
Amortization and Depreciation                   $0           $0            $0
Accounts Payable                                $0           $0            $0

CASH FLOWS FROM
OPERATING ACTIVITIES

Issue common stock                              $0           $0            $2,700
                                                -------      --------      --------
Net increase
(decrease) in cash                              $0           $0            $0

Cash, Beginning
of Period                                       $0           $0            $0

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

Cash, End of Period                             $0           $0            $0
                                                =====        =====         ======

</TABLE>

See accompanying notes to financial statements & audit report

                                  Aquamotion, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized in March 14, 1995 under the laws of the State
of Nevada, under the name of Aquamotion, Inc.  The Company currently has no
operations and, in accordance with SFAS #7, is considered a development stage
company.


NOTE 2 - ACCOUNTING POLICIES AND PROCEEDURES

Accounting Method

The company records income and expenses on the accural method of accounting.


Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses during
the reporting period.  Actual results could differ from those estimates.

For the statements of cash flows, all highly liquid investments with a
maturity of three months or less are considered to be cash equivalents.  There
were no cash equivalents as of December 31, 1997 and December 31, 1998 and
May 31, 1999.

Fixed Assets
The Company does not mantain or control any fixed assets.

Income Taxes
Income Taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 (SFAS #109)
"Accounting for Income Taxes."  A deferred tax asset or liability is recorded
for all temporary differences between financial and tax reporting.  Deferred
tax expense (benefit) results from the net change during the year of deferred
tax assets and liabilities.

Loss per share
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS #128)  "Earnings Per Share."  Basic loss
per share is computed by dividing losses available to common shareholders by
the weighted average number of common shares outstanding during the period.
Diluted loss per share relfects per share amounts that would have resulted
if dilutive common stock equivalents had been converted to common stock.  As of
December 31, 1997 and 1998 and May 31, 1999,  the Company had no
dilutive common stock equivalents such as stock options.


Note 3-  Stockholders' equity

Common Stock
The authorized common stock of Aquamotion, INC.  consists of 25,000,000
shares with a par value of $0.0027 per share.  On March 14, 1995, the Company
issued 10,000 shares of its common stock for $2,700 cash.

On September 28, 1997, the company declared to increase the authorized number
of shares of common stock to 25,000,000 shares with a stated par value of
$0.0027 per share.  The Company also declared a forward stock split of 100:1
for issued and outstanding common stock shares resulting in 1,000,000 common
shares of stock outstanding.

NOTE 4 - GOING CONCERN

The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilties in the normal course of
business.  However, the Company has no current source of revenue.  Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern.  It is management's plan to seek additional
capital through a merger with an existing operating company.