FORM 10-QSB

             U.S. SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549
                     ______________________

        Quarterly Report Under Section 13 or 15(d) of the
                 Securities Exchange Act of 1934

          For the Quarterly Period Ended June 30, 2000

                Commission File Number 13-4051167

                         NAVARONE, INC.
     (Exact name of registrant as specified in its charter)


            Nevada                          13-4051167
(State or other jurisdiction of    (IRS Employer Identification No.)
incorporation or organization)


c/o Judy Shelton, 1106 West Choctaw Street, Broken Bow, OK 74728
            (Address of principal executive offices)
                           (Zip Code)

                         (580) 584-5499
      (Registrant's telephone number, including area code)

      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.

                             X  Yes        ___ No

      State  the  number of shares outstanding  of  each  of  the
issuer's  classes  of common stock, as of the latest  practicable
date.

            Class             Outstanding as of October 17, 2000
        --------------        ----------------------------------
         Common Stock                       20,485,000



<PAGE>



                 PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

<PAGE>


                          NAVARONE, INC.
                  [A Development Stage Company]

                         JUNE 30, 2000

<PAGE>



            Unaudited Condensed Balance Sheets,
              June 30, 2000 and December 31, 1999             3

            Unaudited Condensed Statements of Operations,
              for the three and six months ended June 30,
              2000 and 1999 and from inception on March 19,
              1997 through June 30, 2000                      4

            Unaudited Condensed Statements of Cash Flows,
              for the six months ended June 30, 2000 and
              1999 and from inception on March 19, 1997
              through June 30, 2000                           5


           Notes to Unaudited Condensed Financial
             Statements                                  6 - 10

<PAGE>


                         NAVARONE, INC.
                  [A Development Stage Company]

                    CONDENSED BALANCE SHEETS

                           [Unaudited]



                             ASSETS


                                           June 30,   December 31,
                                             2000         1999
                                         ___________  ___________
CURRENT ASSETS:
  Cash held by shareholder               $         -  $     3,918
                                         ___________  ___________
Total Current Assets                     $         -  $     3,918
                                         ___________  ___________


              LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:
  Accounts payable                       $         -  $       587
                                         ___________  ___________
        Total Current Liabilities                  -          587
                                         ___________  ___________

STOCKHOLDERS' EQUITY:
  Common stock, $.001 par value,
   25,000,000 shares authorized,
   10,385,000 shares issued and
   outstanding                                10,385       10,385
  Capital in excess of par value              25,523       24,980
  Deficit accumulated during the
    development stage                        (35,908)     (32,034)
                                         ___________  ___________
        Total Stockholders' Equity                 -        3,331
                                         ___________  ___________
                                         $         -  $     3,918
                                         ___________  ___________







Note:  The balance sheet at December 31, 1999 was taken from  the
   audited financial statements at that date and condensed.

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

3
<PAGE>
                         NAVARONE, INC.
                  [A Development Stage Company]

               CONDENSED STATEMENTS OF OPERATIONS
                           [Unaudited]


                  For the Three    For the Six        From Inception
                  Months Ended     Months Ended         on March 19,
                   June 30,          June 30,          1997 Through
               __________________  __________________    June 30,
                 2000     1999      2000       1999        2000
               _________ ________  _________ ________  ___________
REVENUE, net   $       - $      -  $      -  $      -  $         -
               _________ ________  _________ ________  ___________
EXPENSES:
 General and
 administrative        -        -          -        -            -
               _________ ________  _________ ________  ___________

LOSS FROM
 CONTINUING
 OPERATIONS
 BEFORE
 INCOME TAXES          -        -          -        -            -

CURRENT TAXES
 EXPENSE               -        -          -        -            -
DEFERRED TAX
 EXPENSE               -        -          -        -            -
               _________ ________  _________ ________  ___________

LOSS FROM
 CONTINUING
 OPERATIONS
 BEFORE
 DISCONTINUED
 OPERATIONS
 AND CHANGE
 IN ACCOUNTING
 PRINCIPLE             -        -          -        -            -
               _________ ________  _________ ________  ___________

DISCONTINUED
 OPERATIONS
  Loss from
   discontinued
   operations
  (net of $0
  income taxes)   (3,078)  (2,745)    (3,874)  (9,335)     (34,908)

  Loss on
   disposal of
   discontinued
   operations
  (net of $0
  income taxes)        -        -          -        -            -
               _________ ________  _________ ________  ___________

Total
 Discontinued
 Operations      (3,078)   (2,745)    (3,874)  (9,335)     (34,908)
               _________ ________  _________ ________  ___________

CUMULATIVE
 EFFECT OF
 CHANGE IN
 ACCOUNTING
 PRINCIPLE            -    (1,000)         -   (1,000)       (1,000)
               _________ ________  _________ ________  ___________

NET LOSS       $  (3,078)$ (3,745) $  (3,874)$(10,335) $   (35,908)
               _________ ________  _________ ________  ___________
LOSS PER
 COMMON SHARE:
  Continuing
   operations  $       - $      -  $       - $      -  $         -
  Discontinued
   operations       (.00)    (.00)      (.00)    (.00)        (.00)
  Cumulative
   effect of
   change in
   accounting
   principle           -     (.00)         -        -         (.00)
               _________ ________  _________ ________  ___________
  Net Loss Per
   Common
   Share       $    (.00)$   (.00) $    (.00)$   (.00) $      (.00)
               _________ ________  _________ ________  ___________

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

4
<PAGE>



                         NAVARONE, INC.
                  [A Development Stage Company]

               CONDENSED STATEMENTS OF CASH FLOWS

          [Unaudited - See Accountants' Review Report]


                                      For the Six    From Inception
                                      Months Ended    on March 19,
                                        June 30,      1997 Through
                                  ___________________   June 30,
                                    2000       1999       2000
                                  _________ _________  ____________
Cash Flows From Operating
 Activities:
  Net loss                        $  (3,874)$ (10,335) $    (35,908)
  Adjustments to reconcile net
    loss  to net cash used by
    operating activities:
    Non-cash expense                      -         -         2,500
    Effect of change in
     accounting principle                 -      1,000         1,000
    Change in assets and
     liabilities:
      Increase (decrease) in
       accounts payable                (587)     (187)            -
                                  _________ _________  ____________
        Net Cash (Used) by
         Operating Activities        (4,461)   (9,522)      (32,408)
                                  _________ _________  ____________
Cash Flows From Investing
 Activities
                                   _________ _________  ____________
        Net Cash (Used) by
         Investing Activities             -         -             -
                                  _________ _________  ____________
Cash Flows From Financing
 Activities:
  Proceeds from common stock
   issuance                               -         -        38,500
  Payment of stock offering costs         -         -        (6,635)
  Capital contribution                  543     2,500           543
                                  _________ _________  ____________
        Net Cash Provided by
         Financing Activities           543     2,500        32,408
                                  _________ _________  ____________
Net Increase (Decrease) in Cash       3,918    (7,022)            -

Cash at Beginning of Period           3,918    17,925             -
                                  _________ _________  ____________
Cash at End of Period             $       - $  10,903  $          -
                                  ========= =========  ============

Supplemental Disclosures of Cash
 Flow Information:
  Cash paid during the periods for:
    Interest                      $       - $       -  $          -
    Income taxes                  $       - $       -  $          -

Supplemental Schedule of Noncash Investing and Financing
Activities:
  For the six months ended June 30, 2000:
     A shareholder of the Company forgave the Company of their $543
debt, accounted for as a contribution to capital.

  For the six months ended June 30, 1999:
     None










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

5
<PAGE>

                         NAVARONE, INC.
                  [A Development Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization  -  Ezboy Imageworks, Inc. was organized  under  the
  laws  of  the State of Nevada on March 19, 1997, but changed  its
  name in 1998 to Navarone, Inc (the Company). The Company previously
  intended to develop and pursue patent protection for novelty items
  for  the  photographic  industry.  The  Company  also intended  to
  manufacture  and  market its  inventions.  During July  2000,  the
  Company  discontinued its previously planned operations to begin a
  brokerage service where the Company buys and sells liquidation and
  close-out merchandise  and related products to retail stores, flea
  market vendors, auction  houses,  and  other  bulk purchasers  and
  sellers. (See Note 8).  The Company has, at  the present time, not
  paid  any  dividends  and  any dividends  that may  be paid in the
  future will depend upon the financial requirements of the  Company
  and other relevant factors. The Company has not generated signifi-
  cant  revenues  and  is considered a development  stage company as
  defined in Statement of Financial Accounting Standards (SFAS) No.7.

  Condensed  Financial  Statements  -  The  accompanying  financial
  statements have been prepared by the Company without  audit.   In
  the  opinion  of management, all adjustments (which include  only
  normal  recurring  adjustments) necessary to present  fairly  the
  financial position, results of operations and cash flows at  June
  30, 2000 and 1999 and for the periods then ended have been made.

  Certain information and footnote disclosures normally included in
  financial   statements  prepared  in  accordance  with  generally
  accepted  accounting principles have been condensed  or  omitted.
  It is suggested that these condensed financial statements be read
  in  conjunction with the financial statements and  notes  thereto
  included  in  the  Company's December 31, 1999 audited  financial
  statements.  The results of operations for the periods ended June
  30,  2000 are not necessarily indicative of the operating results
  for the full year.

  Income  Taxes  -  The  Company  accounts  for  income  taxes   in
  accordance  with  Statement  of  Financial  Accounting  Standards
  (SFAS)  No.  109, "Accounting for Income Taxes."  This  statement
  requires an asset and liability approach for income taxes.

  Research  and  Development - The Company  expenses  research  and
  development  costs as incurred.  Expenditures  for  research  and
  development  were  $0 and $0 for the three and six  months  ended
  June 30, 2000 and 1999, respectively.

  Loss  Per  Share - The computation of loss per share is based  on
  the  weighted  average  number of shares outstanding  during  the
  period  presented  in  accordance  with  Statement  of  Financial
  Accounting Standards (SFAS) No. 128, "Earnings Per Share".   [See
  Note 6]

  Cash  and  Cash  Equivalents  - For  purposes  of  the  financial
  statements,   the  Company  considers  all  highly  liquid   debt
  investments purchased with a maturity of three months or less  to
  be cash equivalents.

  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, the  disclosures  of
  contingent  assets and liabilities at the date of  the  financial
  statements,  and  the  reported amount of revenues  and  expenses
  during  the  reported period.  Actual results could  differ  from
  those estimated.

6
<PAGE>



                         NAVARONE, INC.
                  [A Development Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  Restatement - The financial statements have been restated for all
  periods  presented to reflect a ten for one forward  stock  split
  effective January 5, 2000 [See Note 3].

  Recently  Enacted Accounting Standards - Statement  of  Financial
  Accounting Standards (SFAS) No. 132, "Employer's Disclosure about
  Pensions  and  Other  Postretirement  Benefits",  SFAS  No.  133,
  "Accounting  for Derivative Instruments and Hedging  Activities",
  SFAS  No. 134, "Accounting for Mortgage-Backed Securities.", SFAS
  No.  135,  "Rescission  of FASB Statement No.  75  and  Technical
  Corrections", SFAS No. 136, "Transfers of Assets  to  a  not  for
  profit  organization  or charitable trust that  raises  or  holds
  contributions  for  others", and SFAS No.  137,  "Accounting  for
  Derivative Instruments and Hedging Activities - deferral  of  the
  effective  date of FASB Statement No. 133 (an amendment  of  FASB
  Statement  No. 133.)," were recently issued.  SFAS No. 132,  133,
  134,  135,  136  and  137 have no current  applicability  to  the
  Company  or  their effect on the financial statements  would  not
  have been significant.

NOTE 2 - DISCONTINUED OPERATIONS

  During July 2000, The Company's management decided to abandon the
  Company's  original  business plan  of  developing  and  pursuing
  patent   protection  for  novelty  items  for  the   photographic
  industry.  The Company also intends to manufacture and market its
  inventions  and  seeks a merger or acquisition with  an  existing
  business.

  The  following  is a condensed proforma statement  of  operations
  that  reflects  what  the  presentation would have  been for  the
  periods ended June 30, 2000 and 1999 and from inception  on March
  19, 1997 through June 30, 2000:
                                                    From Inception
                                 For the Six Months   on March 19,
                                   Ended June 30,    1997 through
                                 __________________    June 30,
                                   2000       1999       2000
                                 ________ _________   __________
  Net revenues                   $      - $       -   $        -
  Other operating expenses         (3,874)   (9,335)     (34,908)
  Other income (expenses)               -         -            -
  Provision for income taxes            -         -            -
  Change in accounting principle        -    (1,000)      (1,000)
                                 ________ _________   __________
  Net loss                       $ (3,874)$ (10,335)  $  (35,908)
                                 ________ _________   __________
  Loss per common share:         $   (.00)$    (.00)  $     (.00)
                                 ________ _________   __________
7
<PAGE>




                         NAVARONE, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 3 - CAPITAL STOCK

  Common  Stock - On March 19, 1997, the Company issued  10,000,000
  shares of its previously authorized, but unissued common stock to
  its attorney for providing services valued at $10,000 related  to
  organizing the Company.

  In  October  1998,  the  Company issued  385,000  shares  of  its
  previously authorized, but unissued common stock.  Total proceeds
  from  the sale of stock amounted to $38,500 (or $1.00 per share).
  Offering  costs  in  the amount of $6,635 have  been  charged  to
  additional paid in capital.

  In January 2000, the Company effected a ten for one forward stock
  split.   The financial statements for all periods presented  have
  been restated to reflect the stock split.

NOTE 4 - RELATED PARTY TRANSACTIONS

  Contributed  Capital - A shareholder of the Company  forgave  the
  Company  of  their $543 debt, accounted for as a contribution  to
  Capital.

  Professional  Services - A shareholder of  the  Company  provides
  professional, legal and managerial services to the Company.

  Rent  - The Company currently does not have a need to rent office
  space  but  is  using  the address of an  officer  as  a  mailing
  address, as needed, at no cost to the Company.  The President  of
  the Company was paid a total of $3,000 in 1999 for the Company to
  use  his  studio for a short period in 1999 when the Company  was
  doing prototype development.

  Prototype Development - During 1999, the President donated $2,500
  of  services  and unpaid expenses for prototype development  that
  included  utilization  of existing studio  space,  equipment  and
  materials.   The  $2,500 was accounted for as a  contribution  to
  capital.

NOTE 5- INCOME TAXES

  The   Company  accounts  for  income  taxes  in  accordance  with
  Statement  of Financial Accounting Standards No. 109  "Accounting
  for  Income Taxes".  SFAS No. 109 requires the Company to provide
  a  net  deferred tax asset/liability equal to the expected future
  tax  benefit/expense  of temporary reporting differences  between
  book  and tax accounting methods and any available operating loss
  or  tax credit carryforwards.  At June 30, 2000, the Company  has
  available  unused  operating loss carryforwards of  approximately
  $35,900,  which may be applied against future taxable income  and
  which expire in various years through 2020.

  The  amount of and ultimate realization of the benefits from  the
  operating   loss  carryforwards  for  income  tax   purposes   is
  dependent,  in  part,  upon the tax laws in  effect,  the  future
  earnings of the Company, and other future events, the effects  of
  which   cannot   be  determined.   Because  of  the   uncertainty
  surrounding the realization of the loss carryforwards the Company
  has established a valuation allowance equal to the tax effect  of
  the  loss carryforwards and, therefore, no deferred tax asset has
  been recognized for the loss carryforwards.  The net deferred tax
  assets are approximately $12,200 and $10,700 as of June 30,  2000
  and December 31, 1999, respectively, with an offsetting valuation
  allowance  at each period end of the same amount resulting  in  a
  change in the valuation allowance of approximately $1,200 for the
  six months ended June 30, 2000.


8
<PAGE>

                         NAVARONE, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 6 - LOSS PER SHARE

  The  following data show the amounts used in computing  loss  per
  share for the periods ended June 30, 2000 and 1999:

                    For the Three    For the Six         From Inception
                    Months Ended     Months Ended         on March 19,
                     June 30,          June 30,           1997 Through
               _____________________  __________________    June 30,
                 2000       1999      2000       1999         2000
               __________ __________ __________ __________ __________

   Loss from
    continuing
    operations
    available to
    common
    shareholders
   (numerator) $        - $        - $        - $        - $        -
               __________ __________ __________ __________ __________
  Loss from
   discontinued
   operations
   (numerator) $   (3,078)$   (3,745)$   (3,874)$  (10,335)$  (35,908)
               __________ __________ __________ __________ __________
  Cumulative
   effect of
   change in
   accounting
   principle
  (numerator)  $        - $          $        - $        - $   (1,000)
               __________ __________ __________ __________ __________
  Weighted
   average
   number of
   common
   shares
   outstanding
   used in
   loss per
   share for
   the period
  (denominator)
  [Restated]   10,385,000 10,385,000 10,385,000 10,385,000 10,204,862
               __________ __________ __________ __________ __________

  Dilutive loss per share was not presented, as the Company had  no
  common  equivalent  shares for all periods presented  that  would
  affect the computation of diluted loss per share.

  During  1999, the Company adopted Statement of Position 98-5  and
  accordingly expensed its organization costs of $1,000.  This  has
  been  reflected  as a cumulative effect of change  in  accounting
  principle.

NOTE 7 - GOING CONCERN

  The  accompanying  financial statements  have  been  prepared  in
  conformity  with generally accepted accounting principles,  which
  contemplate  continuation  of the Company  as  a  going  concern.
  However, the Company has incurred losses since its inception, and
  has   not   yet   been  successful  in  establishing   profitable
  operations.   These  factors raise substantial  doubt  about  the
  ability  of the Company to continue as a going concern.  In  this
  regard, management is proposing to raise any necessary additional
  funds  not  provided by operations through loans  and/or  through
  additional sales of its common stock.  There is no assurance that
  the Company will be successful in raising this additional capital
  or  in achieving profitable operations.  The financial statements
  do not include any adjustments that might result from the outcome
  of these uncertainties.

9
<PAGE>


                         NAVARONE, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 8 - SUBSEQUENT EVENTS

  During  July 2000, the Company's president, director and majority
  shareholder  as  well  as the Company's secretary,  director  and
  shareholder, sold their controlling interest in the  Company  and
  resigned  as  officers and directors of the Company.   The  newly
  appointed officers and directors commenced the development of the
  Company's  new business plan.  Pursuant to a meeting of  the  new
  board  of  directors the  Company  issued  the  new  President of
  the  Company  10,100,000  shares of the Company's common stock in
  lieu of  $10,100  in cash compensation for services rendered. The
  Company also formed a  wholly   owned  subsidiary,   OK   Trading
  Corporation,  a  Nevada  Corporation;  discontinued   it   former
  operations;  and  began  planning on  developing  a  business  to
  broker,  buy and  sell  liquidation and close-out merchandise and
  related  products to retail stores, flea market vendors,  auction
  houses  and  other  bulk purchasers. Pursuant to  the  change  in
  control and change in business plan the Company discontinued it's
  previous operations. (See Note 2).


10
<PAGE>




































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

      Navarone,  Inc. (herein, the "Issuer", the "Registrant"  or
the  "Company") is a development phase Company. Until August 2000
the  Company was primarily engaged in the development of  novelty
products  related  to  the  photographic  industry.  The  Company
completed  production of prototypes for its  first  two  products
and  management pursued the possibility of entering into  royalty
agreements  with  companies interested in its Booger  Bubble  Gum
Card  Packages  or  its  Serenity Lamp,  but  to  date,  no  such
agreements have been executed.

The  Company  did not have the resources to market  its  products
directly.  The  Company also contemplated a  second  offering  of
securities  in  order to raise additional funds,  but  ultimately
decided  against  it.  The Company relied  upon  loans  from  its
officers and principal shareholders in order to keep its expenses
paid  until such time as it achieved sufficient income, or  until
such  time  as management should decide to abandon the  Company's
original business plan and pursue merger or acquisition  with  an
existing business.

In  July 2000, the Board met again, re-examined its options,  and
decided that the Company must pursue another business or a merger
or  acquisition with another on going business. In  August  2000,
two  (2)  of  the  majority shareholders sold  their  controlling
interest in the Company and resigned as Officers and Directors of
the  Company.  At  this  point, the newly appointed  Officer  and
Director  commenced  development of the  Company's  new  Business
Plan.  Pursuant  to a meeting of the new Board of Directors,  the
Company authorized the formation of a wholly owned subsidiary, OK
Trading  Corporation ("OK TRADING") a Nevada Corporation. Whereas
the initial business of OK TRADING will be to develop and operate
a business that brokers, buys and sells liquidation and close-out
merchandise and related products.


Plan of Operation

OK  Trading  Corp.  ("OK  TRADING") is  currently  assembling  an
experienced management team that has demonstrated the ability  to
cost  effectively acquire merchandise through wholesale  auctions
across  the  country  as  well  as liquidation  acquisitions  and
discontinued  merchandise.  OK  Trading  will  then  resell   the
merchandise  in  bulk  to  retail stores,  flea  market  vendors,
auction houses and other bulk purchasers.

The  Company's  core target markets, retail stores,  flea  market
vendors, auction houses and other bulk purchasers are high  value
customers  because profit margins are typically  substantial  and
customer loyalty is typically high. The Company's management  has
<PAGE>


developed and refined the processes and procedures to acquire the
targeted  merchandise at a low cost. Adding staff and  additional
geographic markets can increase the projected rate of merchandise
acquisition  and  re-sale.  The Company's  growth  plan  involves
leveraging  current  management, organization and  infrastructure
assets  to build a large merchandise and customer base in markets
that  are currently very active. In addition to the customer base
providing  substantial sales margins, the opportunity  exists  to
cross-sell additional products in the future at very low cost.
OK  Trading  will  use  various warehouse facilities  around  the
country on an as needed basis that allow the Company to have many
resources available without the overhead. OK Trading will closely
monitor  additional  markets that can  be  cost  effectively  and
successfully entered. The Company will also pursue development of
a   web-site  to  facilitate  the  purchase  and  sale   of   its
merchandise,  thus  providing large growth  opportunities  to  OK
Trading.

Forward-Looking Statements

When  used in this Form 10-Q or other filings by the Company with
the  Securities  and Exchange Commission, in the Company's  press
releases  or  other public or shareholder communications,  or  in
oral  statements made with the approval of an authorized  officer
of  the Company's executive officers, the words or phrases "would
be",  "will  allow",  "intends to", "will  likely  result",  "are
expected  to",  "will  continue", "is  anticipated",  "estimate",
"project",  or  similar  expressions  are  intended  to  identify
"forward-looking statements" within the meaning  of  the  Private
Securities Litigation Reform Act of 1995.

The  Company cautions readers not to place undue reliance on  any
forward-looking statements, which speak only as of the date made,
and  advises  readers  that  forward-looking  statements  involve
various  risks and uncertainties. The Company does not undertake,
and  specifically disclaims any obligation to update any forward-
looking statements to reflect occurrences or unanticipated events
or circumstances after the date of such statement.

<PAGE>













                   PART II - OTHER INFORMATION


Item 1.  Legal Proceedings.

     None.

Item 2.  Changes in Securities and Use of Proceeds.

       On  August 7, 2000 pursuant to a meeting of the  board  of
directors,  the company issued 10,100,000 shares of its  treasury
stock  in  lieu  of  cash  compensation for  services,  therefore
increasing  the  number  of  issued  and  outstanding  shares  to
20,485,000.

Item 3.  Defaults Upon Senior Securities.

     None.

Item 4.  Submission of Matters to Vote of Security holders.

     None.

Item 5.  Other Information.

The  Company is filing this report to inform shareholders of  the
change in control that has occurred.

Change in Control of Registrant.

      On August 3, 2000, Salem Krieger ("KRIEGER") the President,
Director  and  a  Major  shareholder as  well  as  Maureen  Abato
("ABATO")  the  Secretary,  Treasurer,  Director  and   a   Major
Shareholder  executed an agreement with Judy Shelton ("SHELTON"),
to  transfer a majority (57%) of the outstanding shares of common
stock of the Company owned by Krieger and Abato to Judy Shelton.

      The  terms  of  the  Agreement between Krieger,  Abato  and
Shelton requires that the present officers and directors  of  the
Company resign and appoint Shelton as Sole officer and Director.

      Pursuant  to a meeting of the new Board, Judy  Shelton  was
issued 10,100,000 shares of the company's treasury stock in  lieu
of  cash  compensation for services rendered,  resulting  in  Ms.
Shelton's  ownership of 78% of the issued and outstanding  shares
of the Company. Additionally the Company was authorized to form a
wholly owned subsidiary, OK Trading Corporation ("OK TRADING") as
a  Nevada  Corporation. The business of OK  Trading  will  be  to

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implement  and  operate a business that brokers, buys  and  sells
liquidation and close-out merchandise and related products.



Security Ownership of Management

Name             Title         Class       No. of Shares   Percent
Judy Shelton     President     Common      16,075,000         78%


Item 6.  Exhibits and Reports on Form 8-K.

     (a) Exhibits - None

     (b) Reports on Form 8-K - None.



SIGNATURES

     In accordance with the requirements of the Exchange Act, the
Registrant has caused this Report to be signed on its  behalf  by
the undersigned, thereunto duly authorized.

NAVARONE, INC.


By: /s/ Judy Shelton
Judy Shelton, Pres. & Director
Date:  Broken Bow, OK
       October 17, 2000


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