EXHIBIT 10.31


                     Acme Corpus Chiropractic Clinic, LLC

                             Financial Statement

                For the twelve months ended December 31, 1999



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                     Acme Corpus Chiropractic Clinic, LLC

                                    Index


                  *  Opinion Letter

                  *  Balance Sheet as of December 31, 1999

                  *  Statement of Income and Expenses for the twelve
                     months ended December 31, 1999

                  *  Statement of Cash Flows

                  *  Notes to Financial Statement



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                                          PMB 129
                                          110 West Sandy Lake Road-Ste 102
                                          Coppell, Texas (214) 448-5320



                          RON PANDOS & COMPANY, INC


              To the members of Acme Corpus Chiropractic Clinic, LLC
              1300 W. Walnut Hill Lane, Suite 275
              Irving, Texas


              I have audited to accompanying balance sheet of Acme Corpus
              Chiropractic Clinic, LLC as of December 31, 1999 and the
              related statement of income and expenses and cash flows for
              the year then ended.  These financial statements are the
              responsibility of the management of Acme Corpus Chiropractic
              Clinic, LLC.  My responsibility is to express an opinion on
              the financial statements based on the audit.

              I conducted the 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
              statement presentation.  I believe that the audit provides
              a reasonable basis for my opinion.

              In my opinion, the financial statements referred to above,
              present, in all material respects, the financial position of
              Acme Corpus Chiropractic Clinic, LLC as of December 31, 1999
              and the results of operations and cash flows for the year
              then ended in conformity with generally accepted accounting
              principles.

              /s/ Ronald Pandos


              Ronald Pandos
              December 22, 2000

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<TABLE>

                    Acme Corpus Chiropratic Clinic, LLC
                                Balance Sheet
                            as of December 31, 1999


             <S>                                <C>            <C>
             Assets:
             Current Assets
               Cash                             $    34,338
               Accounts receivable                1,810,152
               Allowance for doubtful accounts     (840,216)
                                                 ----------
             Total current assets                              $ 1,004,273

             Fixed Asset (note 1)
               Equipment - clinic                     5,997
               Equipment - office                     7,180
               Equipment - computer                   6,918
               Leasehold improvements                 2,135
               Accumulated depreciation             (10,515)
                                                 ----------
             Total fixed assets                                     11,714
                                                                ----------
             Total assets                                      $ 1,015,987
                                                                ==========
               Liabilities & Equity:
               Current liabilities
                 Accounts payable               $    27,575

               Long term liabilities
                 Note payable                         1,159
                                                 ----------
               Total liabilities                               $    28,734

             Equity
               Capital (note 7)                     546,507
               Current year net income              451,449
               Member distributions                 (10,703)
                                                 ----------
             Total Equity                                          987,253
                                                                ----------
             Total liabilities & equity                        $ 1,015,987
                                                                ==========

             The notes are an integral part of this financial statement

</TABLE>
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<TABLE>
                        Acme Corpus Chiropratic Clinic, LLC
                          Statement of Income and Expenses
                for the twelve month period ended December 31, 1999


             <S>                                <C>            <C>
             Net Revenue
             Professional fees (note 2)                        $   772,782

             Cost of Services:
               Contract labor (note 3)          $   115,967
               Salaries & wages                     124,812
               Supplies, clinic & x-ray               1,569
                                                 ----------
             Total cost of services                                242,348
                                                                ----------
             Gross Profit                                          530,433

             Operating Costs:
               Advertising                           27,871
               Automobile                                45
               Bank service  charges                    212
               Depreciation (note 1)                  4,277
               Insurance                              1,463
               Interest                               1,609
               Meals & entertainment                    394
               Miscellaneous                            243
               Office                                   496
               Professional fees                      9,123
               Rent                                  11,790
               Repairs & maintenance                  2,856
               Supplies                               3,338
               Taxes                                 12,177
               Telephone                              2,637
               Travel                                   456
                                                 ----------
             Total operating costs                                  78,984
                                                                ----------
             Net Distributive Income
               to Members (note 5)                             $   451,449
                                                                ==========

             The notes are an integral part of this financial statement

</TABLE>
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<TABLE>

                        Acme Corpus Chiropractic Clinic, LLC
                              Statement of Cash Flows
                        January 1 through December 31, 1999


             <S>                                               <C>
             Operating activities
               Net Income                                      $   451,449
               Depreciation                                          4,277
               Accounts payable                                      9,024
               Accounts receivable (net)                          (426,346)
                                                                ----------
             Net cash provided by Operating activities              38,404

             Financing activities
               Equipment                                             1,500
               Furniture & fixtures                                    760
               Deposits
               Note payable                                         (2,819)
               Due to affiliated companies
               Member distribution                                 (10,703)
                                                                ----------
             Net cash used by financing activities                 (11,261)

             Net cash increase for the period                       27,142

             Cash at beginning of period                             7,196
                                                                ----------
             Cash at end of period                             $    34,338
                                                                ==========

    The accompanying notes are an integral part of this financial statement
</TABLE>
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                     Acme Corpus Chiropractic Clinic, LLC
                         Notes to Financial Statement
                     For the year ended December 31, 1999


        Note 1 - Significant accounting policies and procedures

             Acme Corpus  Chiropractic  Clinic, LLC  is a  Limited  Liability
        Corporation incorporated under the laws  of the State of Texas.   The
        corporation began  business  in  1997 and  maintains  its  accounting
        records using the accrual method of accounting.

             For  financial   statement  purposes,   the  Limited   Liability
        Corporation uses the  straight-line method of  depreciation based  on
        historical cost  and an  estimate of  the life  of each  asset.   For
        income  tax purposes,  the  Limited  Liability  Corporation  uses  an
        accelerated  method  of  depreciation  in  accordance  with  Internal
        Revenue Service guidelines.

             The allowance for doubtful accounts is based on an aging of  the
        receivables and calculated  on a percentage  of services rendered  as
        determined by management of the Chiropractic Clinic.

             Since the  corporation  is  classified as  a  Limited  Liability
        Corporation  by  the  Internal  Service,  the  corporation  uses  the
        calendar year as the corporate year period of accounting.

        Note 2 - Use of estimates

             The  preparation of  financial  statements  in  conformity  with
        generally accepted accounting  policies requires  management to  make

        estimates and assumptions  that affect certain  reported amounts  and
        disclosures.   Net  revenue reported  is  services rendered  less  an
        estimate for  bad debts.   Accordingly, actual  results could  differ
        from those estimates.

        Note 3 - Contract labor

             Contact labor is the cost of professional medical personnel  not
        maintained  on staff  by  the  clinic and  as  such,  the  amount  is
        reported separately.

        Note 4 - Subsequent events

             The Chiropractic clinic  is in the  process of being  sold to  a
        third party  corporation and is  to be  classified as  an asset  sale
        whereby the seller shall sell, transfer, and assign all right,  title
        and interest  in  and to  the  assets  free and  clear  of  mortgage,
        security interest, lien, charge, claim,  or other encumbrance of  any
        nature except the assumed liabilities of the seller.
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        Note 5 - Income taxes

             The  corporation   is   classified  as   a   Limited   Liability
        Corporation by the  Internal Revenue Service and  all income or  loss
        of the corporation transfers to the individual income tax returns  of
        its members based on the percentage of ownership in the  corporation.
        For income tax purposes, the  Limited Liability Corporation used  the
        cash basis of accounting.  As of result of the classification by  the
        Internal Revenue Service, no provision  for income taxes is  reported
        on the financial statement.

        Note 6 - Members

             As  of December  31,  1999,  members of  the  Limited  Liability
        Corporation are Mainstream  Enterprises, LLC and  Dr. Morrison.   The
        percentage of member ownership is  fifty percent to each member.  Dr.
        Morrison, as of  December 31, 1999,  was a resident  of the State  of
        Texas  and  Mainstream  Enterprises,  LLC  is  a  Texas   corporation
        incorporated under  the  laws of  the State  of  Texas as  a  Limited
        Liability Corporation.

        Note 7 - Capital

             Capital consists of  cash and/or equipment  provided by  members
        of the Limited Liability Corporation.