SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-KSB
                            Annual Report Pursuant to
                       the Securities Exchange Act of 1934


                       For the fiscal year ended 12-31-99
                         Commission file number 0-27773

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

     Wyoming                                      83-0319519
(State of incorporation)                          (I.R.S. Employer
                                                   Identification No.)

                      214 S. Center, Casper, Wyoming 82601
                 ---------------------------------------------
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code: 307-472-3000

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

                            Title of each class: None

                 Name of each exchange on which registered: N/A

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

                   Title of each class: Common $.001 Par Value

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 the  filing
requirements for at least the past 90 days.

                      Yes ( )         No (X)

Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained in this form, and no disclosure
will 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-KSB or any amendment to this
Form 10-KSB.    (X)

State issuer's revenues for its most recent fiscal year. $0


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Transitional Small Business Disclosure Format:

                           ( ) Yes   (X) No

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant as of December 31, 1998: $0

Number of outstanding  shares of the  registrant's no par value common stock, as
of December 31, 1999: 660,000




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                                     PART 1

Item 1.           Business

         The  Company  was  incorporated  under the laws of the State of Wyoming
         September  2,  1997.  Since its  inception,  the  Company  was  engaged
         primarily  in  organizational  activities,  including  the  raising  of
         initial financing and initiating  activities related to the filing of a
         form 10-SB Registration statement under Section 12(g) of the Securities
         Exchange Act of 1934.  The Company's  executive  offices are located at
         214 S. Center, Casper, Wyoming 82601.

         No  significant  business  activity was conducted by the Company during
         the fiscal year. As a result,  no income was realized by the Company in
         its last fiscal year.

         The Company was  inactive and  presently  does not  participate  in any
         industry segment.  The Company had no material  revenues,  or operating
         profits or identifiable assets attributable to its industry segment.

         The Company is actively seeking acquisition candidates.

         The  Company's  Articles of  Incorporation,  as amended,  entitle it to
         transact any lawful business or businesses for which  corporations  may
         be incorporated  pursuant to the Wyoming  Corporation Code. The Company
         can be defined as a "shell" company, whose sole purpose at this time is
         to locate and consummate a merger or acquisition with a private entity.
         Any  business  combination  or  transaction  will  likely  result  in a
         significant  issuance  of shares and  substantial  dilution  to present
         stockholders of the Company.

         The proposed business activities  described herein classify the Company
         as a "blank check" company.  Many states have enacted  statutes,  rules
         and  regulations  limiting  the sale of  securities  of  "blank  check"
         companies in their  respective  jurisdictions.  In order to comply with
         these various limitations,  management does not intend to undertake any
         efforts to sell any additional  securities of the Company,  either debt
         or equity,  or cause a market to develop  in the  Company's  securities
         until  such  time  as the  Company  has  successfully  implemented  its
         business plan described herein.

         General Business Plan

         The   Company's   purpose  is  to  seek,   investigate   and,  if  such
         investigation  warrants,  acquire an interest in business opportunities
         presented  to it by  persons  or firms who or which  desire to seek the
         perceived  advantages  of a corporation  which is registered  under the
         Securities Exchange Act of 1934 (the

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         "Exchange  Act").  The  Company  will not  restrict  its  search to any
         specific  business,  industry or geographical  location and the Company
         may participate in a business  venture of virtually any kind or nature.
         This discussion of the proposed business is purposefully general and is
         not  meant  to be  restrictive  of the  Company's  virtually  unlimited
         discretion   to  search   for  and  enter   into   potential   business
         opportunities.   Management   anticipates   that  it  may  be  able  to
         participate in only one potential  business venture because the Company
         has nominal  assets and limited  financial  resources.  See  "Financial
         Statements."  This  lack of  diversification  should  be  considered  a
         substantial  risk to  shareholders  of the Company  because it will not
         permit the Company to offset  potential losses from one venture against
         gains from another.

         The Company may seek a business  opportunity  with entities  which have
         recently  commenced  operations,  or which wish to  utilize  the public
         marketplace  in order to raise  additional  capital  in order to expand
         into new  products or  markets,  to develop a new product or service or
         for other  corporate  purposes.  The  Company  may  acquire  assets and
         establish  wholly-owned  subsidiaries in various  businesses or acquire
         existing businesses as subsidiaries.

         The Company anticipates that the selection of a business opportunity in
         which to  participate  will be  complex  and  extremely  risky.  Due to
         general economic conditions, rapid technological advances being made in
         some industries and shortages of available capital, management believes
         that there are  numerous  firms  seeking  the  perceived  benefits of a
         publicly  registered  corporation.  Such perceived benefits may include
         facilitating  or  improving  the  terms  on  which  additional   equity
         financing  may be  sought,  providing  liquidity  for  incentive  stock
         options or  similar  benefits  to key  employees,  providing  liquidity
         (subject to restrictions of applicable  statutes) for all  shareholders
         and other factors.  Potentially,  available business  opportunities may
         occur  in  many   different   industries   and  at  various  stages  of
         development,   all  of  which   will  make  the  task  of   comparative
         investigation  and analysis of such  business  opportunities  extremely
         difficult and complex.

         The Company  has, and will  continue to have,  no capital with which to
         provide the owners of business  opportunities with any significant cash
         or other assets. However,  management believes that the Company will be
         able to offer  owners of  acquisition  candidates  the  opportunity  to
         acquire a  controlling  ownership  interest  in a  publicly  registered
         company  without  incurring  the cost and time  required  to conduct an
         initial public offering. The owners of the business opportunities will,
         however,  incur  significant  legal and accounting  costs in connection
         with the acquisition of a business opportunity

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         including  the costs of preparing  forms 8-K,  10Q, or  agreements  and
         related reports and documents.  The Exchange Act specifically  requires
         that any merger or  acquisition  candidate  comply with all  applicable
         reporting  requirements,  which  include  providing  audited  financial
         statements  to be  included  within the  numerous  filings  relevant to
         complying  with  the  Exchange  Act.  Nevertheless,  the  officers  and
         directors of the Company have not conducted market research and are not
         aware of statistical data which would support the perceived benefits of
         a merger  or  acquisition  transaction  for the  owners  of a  business
         opportunity.  The  analysis  of  new  business  opportunities  will  be
         undertaken by, or under the  supervision of,  management.  The officers
         and directors of the Company have not conducted market research and are
         not  aware of  statistical  data  which  would  support  the  perceived
         benefits  of a merger or  acquisition  transaction  for the owners of a
         business opportunity.

         The analysis of new business  opportunities  will be undertaken  by, or
         under the  supervision  of, the officers and  directors of the Company,
         none of whom is a professional business analyst.  Management intends to
         concentrate   on   identifying    preliminary    prospective   business
         opportunities  which may be brought to its  attention  through  present
         associations  of  the  Company's  officers  and  directors,  or by  the
         Company's    shareholders.    In   analyzing    prospective    business
         opportunities,  management  will consider such matters as the available
         technical,  financial and  managerial  resources;  working  capital and
         other financial requirements;  history of operations, if any; prospects
         for the future; nature of present and expected competition; the quality
         and  experience of management  services  which may be available and the
         depth  of  that  management;   the  potential  for  further   research,
         development or  exploration;  specific risk factors not now foreseeable
         but which then may be anticipated to impact the proposed  activities of
         the Company;  the potential for growth or expansion;  the potential for
         profit;  the perceived  public  recognition  or acceptance of products,
         services or trades;  name  identification;  and other relevant factors.
         Officers  and  directors  of the  Company  will  meet  personally  with
         management  and key  personnel of the business  opportunity  as part of
         their  investigation.  To the extent  possible,  the Company intends to
         utilize  written  reports and  personal  investigation  to evaluate the
         above  factors.  The Company will not acquire or merge with any company
         for which  audited  financial  statements  cannot be obtained  within a
         reasonable period of time after closing of the proposed transaction.

         Management of the Company,  while not especially experienced in matters
         relating to the new business of the Company,  shall rely upon their own
         efforts  and, to a much  lesser  extent,  the efforts of the  Company's
         shareholders, in accomplishing the

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         business  purposes  of the  Company.  It is not  anticipated  that  any
         outside consultants or advisors, other than the Company's legal counsel
         and  accountants,  will be utilized by the  Company to  effectuate  its
         business purposes described herein. However, if the Company does retain
         such an  outside  consultant  or  advisor,  any cash fee earned by such
         party  will  need  to be  paid  by the  prospective  merger/acquisition
         candidate,  as the  Company  has no cash  assets with which to pay such
         obligation. There have been no contracts or agreements with any outside
         consultants and none are anticipated in the future.

         The Company will not restrict its search to any specific kind of firms,
         but may acquire a venture which is in its  preliminary  or  development
         stage,  which is already in  operation or which is in  essentially  any
         stage of its  corporate  life. It is impossible to predict at this time
         the status of any business in which the Company may become engaged,  in
         that such business may need to seek additional  capital,  may desire to
         have its shares publicly traded or may seek other perceived  advantages
         which the Company may offer.

         It is anticipated  that the Company will incur nominal  expenses in the
         implementation  of its  business  plan  described  herein.  Because the
         Company has no capital  with which to pay these  anticipated  expenses,
         present  management  of the Company  will pay these  charges with their
         personal  funds,  as interest free loans to the Company.  However,  the
         only  opportunity  which management has to have these loans repaid will
         be from a prospective merger or acquisition  candidate.  Management has
         agreed among  themselves that the repayment of any loans made on behalf
         of the Company will not impede,  or be made  conditional in any manner,
         on consummation of a proposed transaction.

         Acquisition of Opportunities

         In implementing a structure for a particular business acquisition,  the
         Company may become a party to a merger, consolidation,  reorganization,
         joint  venture or  licensing  agreement  with  another  corporation  or
         entity. It may also acquire stock or assets of an existing business. On
         the  consummation  of a  transaction,  it is probable  that the present
         management and shareholders of the Company will no longer be in control
         of the Company.  In addition,  the Company's  directors may, as part of
         the terms of the acquisition transaction, resign and be replaced by new
         directors  without  a vote of the  Company's  shareholders  or may sell
         their stock in the Company. Any and all such sales will only be made in
         compliance  with  the  securities  laws of the  United  States  and any
         applicable state.


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         It is anticipated that any securities issued in any such reorganization
         would be issued in reliance  upon  exemption  from  registration  under
         applicable  federal and state securities  laws. In some  circumstances,
         however,  as a negotiated  element of its transaction,  the Company may
         agree to register all or a part of such  securities  immediately  after
         the  transaction is consummated or at specified  times  thereafter.  If
         such registration  occurs, of which there can be no assurance,  it will
         be  undertaken   by  the   surviving   entity  after  the  Company  has
         successfully  consummated a merger or acquisition and the Company is no
         longer  considered a "shell"  company.  Until such time as this occurs,
         the Company will not attempt to register any additional securities. The
         issuance of substantial  additional securities and their potential sale
         into any trading  market which may develop in the Company's  securities
         may have a depressive  effect on the value of the Company's  securities
         in the  future,  if  such a  market  develops,  of  which  there  is no
         assurance.

         While the actual terms of a  transaction  to which the Company may be a
         party cannot be  predicted,  it may be expected that the parties to the
         business  transaction will find it desirable to avoid the creation of a
         taxable  event and thereby  structure  the  acquisition  in a so-called
         "tax-free"  reorganization  under  Sections  368(a)(1)  or  351  of the
         Internal  Revenue  Code  (the  "Code").  In  order to  obtain  tax-free
         treatment  under the Code,  it may be  necessary  for the owners of the
         acquired  business  to own  80% or  more  of the  voting  stock  of the
         surviving  entity. In such event, the shareholders of the Company would
         retain  less  than 20% of the  issued  and  outstanding  shares  of the
         surviving  entity,  which would result in  significant  dilution in the
         equity of such shareholders.

         As part of the Company's  investigation,  officers and directors of the
         Company will meet  personally  with  management and key personnel,  may
         visit and inspect material  facilities,  obtain independent analysis or
         verification  of certain  information  provided,  check  references  of
         management  and key personnel and take other  reasonable  investigative
         measures,  to the extent of the Company's limited  financial  resources
         and management expertise.  The manner in which the Company participates
         in an  opportunity  will depend on the nature of the  opportunity,  the
         respective  needs and  desires of the Company  and other  parties,  the
         management of the opportunity and the relative  negotiation strength of
         the Company and such other management.

         With  respect to any merger or  acquisition,  negotiations  with target
         company  management  are  expected  to focus on the  percentage  of the
         Company which target company shareholders would acquire in exchange for
         all of their shareholdings in the target company. Depending upon, among
         other  things,  the  target  company's  assets  and  liabilities,   the
         Company's

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         shareholders  will  in  all  likelihood  hold  a  substantially  lesser
         percentage  ownership  interest in the Company  following any merger or
         acquisition.  The  percentage  ownership may be subject to  significant
         reduction  in the event the  Company  acquires  a target  company  with
         substantial  assets. Any merger or acquisition  effected by the Company
         can be expected to have a significant dilutive effect on the percentage
         of shares held by the Company's then-shareholders. If required to so do
         under  relevant law,  management  of the Company will seek  shareholder
         approval of a proposed  merger or  acquisition  via a Proxy  Statement.
         However,  such approval would be assured where management supports such
         a business transaction because management presently controls sufficient
         shares of the Company to  effectuate  a positive  vote on the  proposed
         transaction.  Further,  a prospective  transaction may be structured so
         that shareholder  approval is not required,  and such a transaction may
         be effectuated by the Board of Directors without shareholder approval.

         The Company will  participate in a business  opportunity only after the
         negotiation and execution of appropriate written  agreements.  Although
         the  terms of such  agreements  cannot  be  predicted,  generally  such
         agreements will require some specific representations and warranties by
         all of the parties  thereto,  will specify  certain  events of default,
         will  detail  the terms of  closing  and the  conditions  which must be
         satisfied by each of the parties prior to and after such closing,  will
         outline the manner of bearing costs,  including  costs  associated with
         the Company's  attorneys and  accountants,  will set forth  remedies on
         default and will include miscellaneous other terms.

         As stated  hereinabove,  the Company will not acquire or merge with any
         entity which cannot provide  independent  audited financial  statements
         within a  reasonable  period  of time  after  closing  of the  proposed
         transaction.   The   Company  is  subject  to  all  of  the   reporting
         requirements   included  in  the  Exchange   Act.   Included  in  these
         requirements is the affirmative duty of the Company to file independent
         audited  financial  statements as part of its Form 8-K to be filed with
         the Securities and Exchange Commission upon consummation of a merger or
         acquisition,  as well as the  Company's  audited  financial  statements
         included in its annual report on Form 10-KSB (or 10-K, as  applicable).
         If such audited financial  statements are not available at closing,  or
         within time  parameters  necessary to insure the  Company's  compliance
         with the requirements of the Exchange Act, or if the audited  financial
         statements provided do not conform to the  representations  made by the
         candidate  to  be  acquired  in  the  closing  documents,  the  closing
         documents will provide that the proposed  transaction will be voidable,
         at the  discretion of the present  management  of the Company.  If such
         transaction is voided, the agreement will

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         also  contain  a  provision  providing  for the  acquisition  entity to
         reimburse  the  Company  for all  costs  associated  with the  proposed
         transaction.

         Competition

         The Company will remain an  insignificant  participant  among the firms
         which engage in the  acquisition of business  opportunities.  There are
         many  established  venture  capital and financial  concerns  which have
         significantly  greater financial and personnel  resources and technical
         expertise than the Company. In view of the Company's combined extremely
         limited financial  resources and limited management  availability,  the
         Company will continue to be at a significant  competitive  disadvantage
         compared to the Company's competitors.

         Employees

         The  Company  has no full  time  employees.  The  Company's  president,
         treasurer and secretary have agreed to allocate a portion of their time
         to the activities of the Company, without compensation.  These officers
         anticipate  that the business plan of the Company can be implemented by
         their devoting approximately 20 hours per month to the business affairs
         of the Company and, consequently,  conflicts of interest may arise with
         respect to the limited time  commitment by such  officers.  See Item 9,
         "Directors,   Executive   Officers,   Promoters  and  Control  Persons;
         Compliance with Section 16(a) of the Exchange Act."

         Investment Company Act of 1940

         The Company may participate in a business or opportunity by purchasing,
         trading  or selling  the  securities  of such  business.  However,  the
         Company  does  not  intend  to  engage  primarily  in such  activities.
         Specifically,  the Company  intends to conduct its  activities so as to
         avoid being classified as an "investment  company" under the Investment
         Company  Act of  1940  (the  "Investment  Act"),  and  therefore  avoid
         application  of the  costly  and  restrictive  registration  and  other
         provisions  of the  Investment  Act  and  the  regulations  promulgated
         thereunder.

         Section  3(a) of the  Investment  Act  provides  the  definition  of an
         "investment  company"  which  includes an entity that  engages or holds
         itself out as being  engaged  primarily in the  business of  investing,
         reinvesting  or trading in  securities,  or that engages or proposes to
         engage in the business of investing,  reinvesting,  owning,  holding or
         trading "investment  securities"  (defined as all securities other than
         government  securities,  securities of majority-owned  subsidiaries and
         certain other securities) the value of which exceeds 40% of

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         the value of its total assets (excluding government securities, cash or
         cash items).  The Company  intends to implement  its business plan in a
         manner that will result in the  availability of this exception from the
         definition  of  "investment  company."   Consequently,   the  Company's
         participation  in a business or  opportunity  through the  purchase and
         sale of  investment  securities  will be  limited.  In  order  to avoid
         classification as an investment  company,  the Company will search for,
         analyze and acquire or participate in a business  opportunity by use of
         a method that does not involve the acquisition, ownership or holding of
         investment securities.

         The  Company's  plan of  business  may  involve  changes in its capital
         structure,   management,   control  and  business,   especially  if  it
         consummates a reorganization as discussed above. Each of these areas is
         regulated by the  Investment  Act,  which  regulation has the purported
         purpose of  protecting  purchasers of  investment  company  securities.
         Since the Company  will not  register  as an  investment  company,  its
         shareholders will not be afforded these purported protections.

         The  Company  intends  to  vigorously   resist   classification  as  an
         investment   company  and  to  take  advantage  of  any  exemptions  or
         exceptions  from  application  of the  Investment  Act, which allows an
         entity a  one-time  option  during  any  three-year  period to claim an
         exemption  as  a  "transient"  investment  company.  The  necessity  of
         asserting any such resistance, or making any claim of exemption,  could
         be time-consuming and costly, or even prohibitive,  given the Company's
         limited resources.

         Certain Risks

         The Company's  business is subject to numerous risk factors,  including
         the following:

         No Operating History or Revenue and Minimal Assets. The Company has had
         no operating history nor any revenues or earnings from operations.  The
         Company has no significant assets or financial  resources.  The Company
         will,  in  all   likelihood,   sustain   operating   expenses   without
         corresponding  revenues,  at least until the consummation of a business
         combination.  This may result in the Company  incurring a net operating
         loss which will increase  continuously until the Company can consummate
         a business combination with a profitable business opportunity. There is
         no assurance that the Company can identify such a business  opportunity
         and consummate such a business combination.

         Speculative Nature of Company's Proposed Operations. The success of the
         Company's proposed plan of operation will

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         depend to a great extent on the  operations,  financial  condition  and
         management of the identified  business  opportunity.  While  management
         intends  to  seek  business   combination(s)   with   entities   having
         established  operating  histories,  there can be no assurance  that the
         Company  will  be  successful  in  locating   candidates  meeting  such
         criteria. In the event the Company completes a business combination, of
         which  there  can  be  no  assurance,  the  success  of  the  Company's
         operations  may be dependent  upon  management of the successor firm or
         venture  partner firm and numerous  other factors  beyond the Company's
         control.

         Scarcity   of  and   Competition   for   Business   Opportunities   and
         Combinations.  The Company is and will continue to be an  insignificant
         participant  in the business of seeking  mergers with,  joint  ventures
         with and  acquisitions  of small private and public  entities.  A large
         number of established and  well-financed  entities,  including  venture
         capital  firms,  are active in mergers and  acquisitions  of  companies
         which may be desirable  target  candidates for the Company.  Nearly all
         such entities have significantly greater financial resources, technical
         expertise   and   managerial   capabilities   than  the  Company   and,
         consequently,  the Company  will be at a  competitive  disadvantage  in
         identifying possible business opportunities and successfully completing
         a business  combination.  Moreover,  the Company  will also  compete in
         seeking  merger or  acquisition  candidates  with numerous  other small
         public companies.

         No  Agreement  for  Business  Combination  or  Other  Transaction;   No
         Standards  for Business  Combination.  The Company has no  arrangement,
         agreement or  understanding  with respect to engaging in a merger with,
         joint venture with or acquisition of, a private or public entity. There
         can be no assurance  that the Company will be successful in identifying
         and  evaluating  suitable  business  opportunities  or in  concluding a
         business  combination.  Management  has not  identified  any particular
         industry or specific  business within an industry for evaluation by the
         Company.  There  is no  assurance  that  the  Company  will  be able to
         negotiate a business combination on terms favorable to the Company. The
         Company has not established a specific length of operating history or a
         specified level of earnings,  assets, net worth or other criteria which
         it will require a target  business  opportunity to have  achieved,  and
         without which the Company would not consider a business  combination in
         any form with such business opportunity.  Accordingly,  the Company may
         enter into a business combination with a business opportunity having no
         significant  operating  history,  losses,  limited or no potential  for
         earnings,   limited  assets,  negative  net  worth  or  other  negative
         characteristics.


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         Continued Management Control; Limited Time Availability.  While seeking
         a business combination,  management anticipates devoting up to 20 hours
         per  month  to the  business  of the  Company.  None  of the  Company's
         officers  has  entered  into a written  employment  agreement  with the
         Company and none is expected to do so in the  foreseeable  future.  The
         Company has not obtained key man life  insurance on any of its officers
         or directors.  Notwithstanding the combined limited experience and time
         commitment  of  management,  loss  of the  services  of  any  of  these
         individuals  would  adversely  affect   development  of  the  Company's
         business  and its  likelihood  of  continuing  operations.  See Item 9,
         "Directors,   Executive   Officers,   Promoters  and  Control  Persons;
         Compliance with Section 16(a) of the Exchange Act."

         Conflicts of Interest - General.  Certain of the officers and directors
         of the Company are directors  and/or  principal  shareholders  of other
         blank check companies and, therefore,  could face conflicts of interest
         with  respect to  potential  acquisitions.  In  addition,  officers and
         directors  of the  Company  may in the future  participate  in business
         ventures  which could be deemed to compete  directly  with the Company.
         Additional  conflicts of interest and non-arms length  transactions may
         also  arise in the  future  in the  event  the  Company's  officers  or
         directors  are  involved in the  management  of any firm with which the
         Company  transacts  business.  The  Company's  Board of  Directors  has
         adopted  a policy  that the  Company  will not seek a merger  with,  or
         acquisition  of, any entity in which  management  serve as  officers or
         directors,  or in which  they or  their  family  members  own or hold a
         controlling  ownership interest.  Although the Board of Directors could
         elect to change  this  policy,  the Board of  Directors  has no present
         intention to do so. In  addition,  if the Company and other blank check
         companies   with  which  the  Company's   officers  and  directors  are
         affiliated  both  desire  to take  advantage  of a  potential  business
         opportunity,   then  the  Board  of  Directors  has  agreed  that  said
         opportunity  should be  available  to each such company in the order in
         which  such  companies  registered  or became  current in the filing of
         annual  reports  under the Exchange Act  subsequent to January 1, 1997.
         See Item 9,  "Directors,  Executive  Officers,  Promoters  and  Control
         Persons;  Compliance with Section 16(a) of the Exchange Act - Conflicts
         of Interest."

         Reporting  Requirements May Delay or Preclude Acquisition.  Sections 13
         and 15(d) of the  Exchange  Act require  companies  subject  thereto to
         provide certain information about significant  acquisitions,  including
         certified financial statements for the company acquired,  covering one,
         two or three years,  depending on the relative size of the acquisition.
         The time and  additional  costs  that may be  incurred  by some  target
         entities to prepare such statements

                                       12

<PAGE>



         may  significantly  delay or essentially  preclude  consummation  of an
         otherwise desirable  acquisition by the Company.  Acquisition prospects
         that  do  not  have  or are  unable  to  obtain  the  required  audited
         statements  may  not be  appropriate  for  acquisition  so  long as the
         reporting requirements of the Exchange Act are applicable.

         Lack of Market  Research  or  Marketing  Organization.  The Company has
         neither  conducted,  nor have others made  available to it,  results of
         market   research   indicating   that  market  demand  exists  for  the
         transactions  contemplated by the Company.  Moreover,  the Company does
         not have,  and does not plan to  establish,  a marketing  organization.
         Even in the event  demand  is  identified  for a merger or  acquisition
         contemplated by the Company,  there is no assurance the Company will be
         successful in completing any such business combination.

         Lack of  Diversification.  The Company's proposed  operations,  even if
         successful,  will in all likelihood result in the Company engaging in a
         business  combination with a business  opportunity.  Consequently,  the
         Company's activities may be limited to those engaged in by the business
         opportunity or opportunities which the Company merges with or acquires.
         The Company's  inability to diversify its  activities  into a number of
         areas  may  subject  the  Company  to  economic  fluctuations  within a
         particular  business  or  industry  and  therefore  increase  the risks
         associated with the Company's operations.

         Regulation.  Although the Company will be subject to  regulation  under
         the Exchange Act,  management  believes the Company will not be subject
         to regulation under the Investment  Company Act of 1940, insofar as the
         Company  will not be engaged in the business of investing or trading in
         securities.  In the event the Company engages in business  combinations
         which result in the Company holding passive  investment  interests in a
         number of entities,  the Company could be subject to  regulation  under
         the Investment Company Act of 1940. In such event, the Company would be
         required to register as an investment  company and could be expected to
         incur  significant  registration and compliance  costs. The Company has
         obtained  no formal  determination  from the  Securities  and  Exchange
         Commission as to the status of the Company under the Investment Company
         Act of 1940 and, consequently,  any violation of such Act would subject
         the Company to material adverse consequences.

         Probable  Change in Control  and  Management.  A  business  combination
         involving  the  issuance of the  Company's  Common  Stock will,  in all
         likelihood,  result in shareholders  of a private  company  obtaining a
         controlling  interest in the Company. Any such business combination may
         require  management of the Company to sell or transfer all or a portion
         of the

                                       13

<PAGE>



         Company's  Common Stock held by them, or resign as members of the Board
         of  Directors of the Company.  The  resulting  change in control of the
         Company  could  result in removal of one or more  present  officers and
         directors  of  the  Company  and  a   corresponding   reduction  in  or
         elimination  of  their  participation  in  the  future  affairs  of the
         Company.

         Reduction of Percentage Share Ownership Following Business Combination.
         The  Company's  primary  plan of  operation  is based  upon a  business
         combination  with a private  concern which,  in all  likelihood,  would
         result in the Company  issuing  securities to  shareholders of any such
         private  company.  The issuance of previously  authorized  and unissued
         shares of Common  Stock of the Company  would  result in a reduction in
         the percentage of shares owned by present and prospective  shareholders
         of the Company and may result in a change in control or  management  of
         the Company.

         Disadvantages  of Blank  Check  Offering.  The Company may enter into a
         business  combination with an entity that desires to establish a public
         trading market for its shares.  A business  opportunity  may attempt to
         avoid what it deems to be adverse  consequences  of undertaking its own
         public  offering by seeking a business  combination  with the  Company.
         Such  consequences may include,  but are not limited to, time delays of
         the registration  process,  significant expenses to be incurred in such
         an  offering,  loss of voting  control to public  shareholders  and the
         inability or  unwillingness  to comply with  various  federal and state
         laws enacted for the protection of investors.

         Taxation.  Federal and state tax consequences  will, in all likelihood,
         be major  considerations  in any business  combination  the Company may
         undertake.  Currently,  such  transactions  may be  structured so as to
         result in tax-free  treatment  to both  companies,  pursuant to various
         federal and state tax provisions.  The Company intends to structure any
         business  combination  so as to  minimize  the  federal  and  state tax
         consequences to both the Company and the target entity;  however, there
         can be no  assurance  that  such  business  combination  will  meet the
         statutory requirements of a tax-free reorganization or that the parties
         will obtain the intended tax-free treatment upon a transfer of stock or
         assets. A non-qualifying  reorganization could result in the imposition
         of both  federal and state  taxes  which may have an adverse  effect on
         both parties to the transaction.

         Requirement of  Audited Financial  Statements May  Disqualify  Business
         Opportunities.  Management of  the Company  believes that any potential
         business  opportunity  must  provide  audited  financial statements for
         review, for  the protection of all parties to the business combination.
         One or more attractive

                                       14

<PAGE>



         business  opportunities  may  choose to  forego  the  possibility  of a
         business  combination with the Company,  rather than incur the expenses
         associated with preparing audited financial statements.

Item 3.           Legal Proceedings

         The Company does not have any  formal offices at year  end. Records are
         maintained and mail received  at 214 S.  Center, Casper, Wyoming 82601.
         The company owns no real property.

         The  Company is a party to no  pending  legal  proceedings,  nor is its
         property subject to such proceedings, at year end 1999.

Item 4.           Submission of Matters to a Vote of Security
                  Holders

         No matters were submitted during the fiscal year covered by this report
         to a vote of security holders of the Company,  through the solicitation
         of proxies or otherwise.


                                       15

<PAGE>



                                     PART II

Item 5.           Market for Registrant's Common Equity and Related
                  Stockholder Matters

         As of the  date of this  report,  management  knows  of no  trading  or
         quotation of the Company's  common stock. The range of high and low bid
         quotations for each fiscal  quarter since the last report,  as reported
         by the National Quotation Bureau Incorporated, was as follows:

                             1998                          High     Low

                       First quarter                      *                 *
                       Second quarter                     *                 *
                       Third quarter                      *                 *
                       Fourth quarter                     *                 *

                             1997                          High      Low

                       First quarter                      *                 *
                       Second quarter                     *                 *
                       Third quarter                      *                 *
                       Fourth quarter                     *                 *

                             1996                          High      Low

                       First quarter                      *                 *
                       Second quarter                     *                 *
                       Third quarter                      *                 *
                       Fourth quarter                     *                 *

* No quotations reported

         The  above  quotations  reflect  inter-dealer  prices,  without  retail
         mark-up,  mark-down,  or commission and may not  necessarily  represent
         actual transactions.

         As of December 31, 1999,  there were 38 record holders of the Company's
         common Stock.

         The Company has not  declared or paid any cash  dividends on its common
         stock and does not  anticipate  paying  dividends  for the  foreseeable
         future.



                                       16

<PAGE>



Item 6.           Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

                  Financial Condition and Changes in Financial
                  Condition

         No operations  were  conducted  and no revenues  were  generated in the
fiscal year. The Company had no income in 1999. The Company at year end had only
$404 in cash  capital  and $750 in other  assets.  The  Company  at year end was
illiquid and needed cash  infusions from  shareholders  to provide  capital,  or
loans from any sources. The Company had no debt at year end.

                  Results of Operations - Year Ended December 31, 1999
compared to Year Ended December 31, 1998

         During the fiscal  year ended  December  31,  1999,  the Company had no
revenues,  and in 1998,  the  Company  had no  revenues.  In 1999,  the  Company
incurred $161 in miscellaneous  expenses.  In 1998, the Company incurred $185 in
general and  administrative  expenses.  The loss on operations of ($161) in 1999
was comparable to a ($185) loss on operations in 1998.

Item 7.           Financial Statements and Supplementary Data

                  Please refer to pages F-1 through F-7.

Item 8.           Changes in and Disagreements on Accounting
                  and Financial Disclosure

                  Michael B.  Johnson & Company,  CPA's of Denver,  Colorado was
retained in 1998 as auditor for the Company and continued in 1999.

         In  connection  with  audits of two most  recent  fiscal  years and any
interim period preceding  resignation,  no  disagreements  exist with any former
accountant  on any  matter of  accounting  principles  or  practices,  financial
statement disclosure, or auditing scope of procedure, which disagreements if not
resolved to the  satisfaction of the former  accountant would have caused him to
make  reference  in  connection  with his  report to the  subject  matter of the
disagreement(s).

         The principal  accountants' reports on the financial statements for any
of the past two years  contained no adverse  opinion or a disclaimer  of opinion
nor was  qualified as to  uncertainty,  audit scope,  or  accounting  principles
except for the "going concern" qualification.


                                       17

<PAGE>



                                    PART III

Item 9.           Directors and Executive Officers of the
                  Registrant and Compliance with Section 16(a)

         The directors and executive  officers of the Company as of December 31,
         1999, are as follows:

          Name                    Age                  Position
----------------------            ---               -------------------------
Percy S. Chopping, Jr.            66                President and Director

Michael A. Crank                  45                Secretary/Treasurer, and
                                                    Director

Ronald A. Shogren                 57                Director

         The term of office of each director and  executive  officer ends at, or
immediately  after,  the next annual  meeting of  shareholders  of the  Company.
Except as otherwise indicated,  no organization by which any director or officer
has been  previously  employed  is an  affiliate,  parent or  subsidiary  of the
Company.

     Michael A.  Crank,  age 45, is  Secretary  Treasurer  and a Director of the
Company since 1997. Mr. Crank has completed  schools on Real Estate,  Commercial
Investment  Counciling  and Appraisal  Institute.  Mr. Crank was a carpenter and
General  Contractor  from 1972 to 1982.  Mr.  Crank was a Licensed  Real  Estate
Broker in the State of Wyoming  from 1982 to 1996.  Mr.  Crank is  presently  an
Associate Appraiser with James E. Wren Co., Inc., of Casper, Wyoming.

     Percy S. Chopping,  Jr., age 66, is President and a Director of the Company
since 1997. Mr. Chopping retired from the University of Wyoming in 1994 where he
headed the  Photography  and Video  Production  Department of the Wyoming Family
Practice  Medical  Center for 16 years.  Mr.  Chopping  currently  operates  his
Professional  Photography  and Video  business.  Mr.  Chopping  is  currently  a
Director of Tempus, Inc. since April 1998.

     Ronald A.  Shogren,  age 57, is a Director of the Company  since 1997.  Mr.
Shogren attended Eastern Montana College.  Mr. Shogren is the past Exalted Ruler
of Casper's Elk Lodge 1353. Mr. Shogren has been a licensed  General  Contractor
from 1976 to present.  Mr. Shogren also has 17 years  experience as an Insurance
Claims Adjuster and presently owns and operates Cowboy State Claims Service.


                                       18

<PAGE>



Conflicts of Interest

         Members of the Company's  management  are  associated  with other firms
involved in a range of business  activities.  Consequently,  there are potential
inherent  conflicts of interest in their acting as officers and directors of the
Company.  Insofar as the officers and  directors  are engaged in other  business
activities, management anticipates it will devote only a minor amount of time to
the Company's affairs.

         Certain of the officers and  directors of the Company are directors and
principal  shareholders  in  other  blank  check  companies,  and  officers  and
directors  of the Company  may in the future  become  shareholders,  officers or
directors of other  companies which may be formed for the purpose of engaging in
business  activities  similar to those  conducted by the  Company.  Accordingly,
direct  conflicts  of  interest  may arise in the  future  with  respect to such
individuals  acting on behalf of the  Company or other  entities.  Conflicts  of
interest may arise with respect to opportunities  which come to the attention of
such  individuals in the  performance of their duties or otherwise.  The Company
does not  currently  have a right of first refusal  pertaining to  opportunities
that come to management's  attention insofar as such opportunities may relate to
the Company's proposed business operations.

         The  officers  and  directors  are,  so long as they  are  officers  or
directors  of the Company,  subject to the  restriction  that all  opportunities
contemplated by the Company's plan of operation  which come to their  attention,
either  in the  performance  of their  duties or in any  other  manner,  will be
considered  opportunities  of,  and be made  available  to the  Company  and the
companies  that they are  affiliated  with on an equal  basis.  A breach of this
requirement will be a breach of the fiduciary duties of the officer or director.
If the Company and the  companies  with which the  officers  and  directors  are
affiliated  both desire to take advantage of an  opportunity,  then the Board of
Directors  has agreed that said  opportunity  should be  available  to each such
company in the order in which such companies registered or became current in the
filing of annual  reports under the Exchange Act  subsequent to January 1, 1997.
All directors may still  individually  take  advantage of  opportunities  if the
Company should decline to do so. Except as set forth above,  the Company has not
adopted any other conflict of interest policy with respect to such transactions.

         The Company's  Board of Directors has adopted a policy that the Company
will not seek a merger with, or acquisition  of, any entity in which any officer
or director  serves as an officer or  director or in which they or their  family
members own or hold a  controlling  ownership  interest.  Although  the Board of
Directors  could  elect to change this  policy,  the Board of  Directors  has no
present intention to do so.


                                       19

<PAGE>



         There can be no assurance that management will resolve all conflicts of
interest in favor of the Company.

Item 10.          Executive Compensation

         The Company  accrued no  compensation  to the  executive  officers as a
group for  services  rendered to the Company in all  capacities  during the 1999
fiscal year. No one executive officer received,  or has accrued for his benefit,
in excess of $60,000  for the year.  No cash  bonuses  were or are to be paid to
such persons.

         The Company does not have any employee incentive stock option plans.

         There are no plans pursuant to which cash or non-cash  compensation was
paid or  distributed  during the last fiscal year,  or is proposed to be paid or
distributed in the future,  to the executive  officers of the Company.  No other
compensation not described above was paid or distributed  during the last fiscal
year to the executive  officers of the Company.  There are no compensatory plans
or  arrangements,  with respect to any  executive  office of the Company,  which
result or will result from the resignation,  retirement or any other termination
of such individual's  employment with the Company or from a change in control of
the Company or a change in the individual's  responsibilities following a change
in control.

<TABLE>
<CAPTION>

                                     SUMMARY COMPENSATION TABLE OF EXECUTIVES

                                            Annual Compensation                                  Awards
<S>                       <C>           <C>             <C>           <C>                        <C>                   <C>
Name and                  Year          Salary          Bonus         Other Annual               Restricted            Securities
Principal                               ($)             ($)           Compensation               Stock                 Underlying
Position                                                              ($)                        Award(s)              Options/
                                                                                                 ($)                   SARs (#)
Percy S.                  1998          0               0             0                          0                     0
Chopping,
Jr.,
President
                          1999          0               0             0                          0                     0
Michael A.                1998          0               0             0                          0                     0
Crank,
Secretary
                          1999          0               0             0                          0                     0

</TABLE>

         Option/SAR Grants Table (None)

     Aggregated  Option/SAR  Exercises in Last Fiscal Year an FY-End  Option/SAR
value (None)

         Long Term Incentive Plans - Awards in Last Fiscal Year (None)

                                       20

<PAGE>



                   DIRECTOR COMPENSATION FOR LAST FISCAL YEAR

(Except for  compensation of Officers who are also Directors which  Compensation
is listed in Summary Compensation Table of Executives)

<TABLE>
<CAPTION>

                                    Cash Compensation                                   Security Grants

Name                              Annual             Meeting           Consulting             Number          Number of
                                  Retainer           Fees              Fees/Other             of              Securities
                                  Fees ($)           ($)               Fees ($)               Shares          Underlying
                                                                                              (#)             Options/SARs(#)
<S>                               <C>                <C>               <C>                    <C>             <C>
A. Director,                      0                  0                 0                      0*              0
Percy S.
Chopping, Jr.

B. Director,                      0                  0                 0                      0*              0
Michael A.
Crank

C. Director,                      0                  0                 0                      0*              0
Ronald Shogren

</TABLE>

*  See "Compensation Table of Executives"

Item 11.          Security Ownership of Certain Beneficial
                  Owners and Management

         The following  table sets forth  information,  as of December 31, 1999,
with respect to the  beneficial  ownership of the  Company's no par value common
stock by each  person  known by the Company to be the  beneficial  owner of more
than five percent of the outstanding common stock.

<TABLE>
<CAPTION>

      Stock              Names and Address                            Beneficial               Percent
Title of Class           of Beneficial Owner                          Ownership                of Class
<S>                        <C>                                         <C>                       <C>
Common                     Percy S. Chopping, Jr.                      100,000                   15.1%
                           214 S. Center
                           Casper, WY 82601

Common                     Michael A. Crank                            100,000                   15.1%
                           214 S. Center
                           Casper, WY 82601

Common                     Ronald A. Shogren                           0                         0%
                           214 S. Center
                           Casper, WY 82601

Common                     M. Ann Anderson                             100,000                   15.1%
                           130 N. Ash
                           Casper, WY 82601

</TABLE>

                                       21

<PAGE>



                  Security Ownership of Certain Beneficial Owners and
         Management (Continued)

         The following  table sets forth  information,  as of December 31, 1999,
with respect to the  beneficial  ownership of the  Company's no par value common
stock by the directors and officers of the Company,  both  individually and as a
group.

<TABLE>
<CAPTION>

      Stock              Names and Address                           Beneficial                 Percent
Title of Class           of Beneficial Owner                         Ownership                  of Class
<S>                        <C>                                         <C>                       <C>
Common                     Percy S. Chopping, Jr.                      100,000                   15.1%
                           214 S. Center
                           Casper, WY 82601

Common                     Michael A. Crank                            100,000                   15.1%
                           214 S. Center
                           Casper, WY 82601

Common                     Ronald A. Shogren                           0                         0%
                           214 S. Center
                           Casper, WY 82601

Common                     M. Ann Anderson                             100,000                   15.1%
                           130 N. Ash
                           Casper, WY 82601

Officers and Directors as a group                                      300,000                   45.3%

</TABLE>

Item 12.          Certain Relationships and Related Transactions

         None for 1999.

                                     PART IV

Item 13.          Exhibits and Reports on Form 8-K

                  The following documents are filed as part of this report:

                  1.       Reports on Form 8-K:  None

                  2.       Exhibits: None

                                       22

<PAGE>



                                            INDEX

                                                      Form 10-K
Regulation                                            Consecutive
S-K Number                 Exhibit                    Page Number

3.1               Articles of Incorporation           *Incorporated by reference
                                                      to Registration Statement
                                                      #0-2773 10SB/12(g)

3.2               Bylaws                              *Incorporated by reference
                                                      to Registration Statement
                                                      #0-2773 10SB/12(g)

27.1              Financial Data Schedule             EX-27.1


                                       23

<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                         ZEE, INC.
                                         (Registrant)

Date: March 29, 2000

                                   /s/ Percy S. Chopping, Jr.
                                   -----------------------------------------
                                   Percy S. Chopping, Jr. President/Director


                                   /s/ Michael A. Crank
                                   -----------------------------------------
                                   Michael A. Crank, Secretary, Director


                                   /s/ Ronald Shogren
                                   -----------------------------------------
                                   Ronald Shogren, Director


                                       24

<PAGE>


                                   ZEE, INC.
                         (A Development Stage Company)
                              FINANCIAL STATEMENTS
       For the Period September 2, 1997 (Inception) to December 31, 1999

<PAGE>

<TABLE>
<CAPTION>

                                   ZEE, INC.
                         (A Development Stage Company)
                                 Balance Sheet
                               December 31, 1999
                 With Comparative Totals for December 31, 1998


                                                                                  Dec. 31,                Dec. 31,
ASSETS                                                                               1999                    1998
                                                                                 -------------            ------------
<S>                                                                                   <C>                     <C>
Current Assets:
   Cash                                                                                 $ 404                   $ 565
                                                                                 -------------            ------------

Total Current Assets                                                                      404                     565

Other Assets:
   Investment in Western Technology                                                       750                     750
                                                                                 -------------            ------------

Total Other Assets                                                                        750                     750

Total Assets                                                                          $ 1,154                 $ 1,315
                                                                                 =============            ============

LIABILITIES & STOCKHOLDERS' EQUITY

Stockholders's Equity (Note 2)

   50,000,000 shares authorized at $.001 par value
     660,000 shares issued and outstanding in 1998 & 1999                                 660                     660
     No stocks were issued or outstanding in 1997
   Additional Paid-in Capital                                                             840                     840
   Deficit accumulated during the development stage                                      (346)                   (185)
                                                                                 -------------            ------------

Total Liabilities & Stockholders' Equity                                              $ 1,154                 $ 1,315
                                                                                 =============            ============

</TABLE>


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

<PAGE>

<TABLE>
<CAPTION>


                                   ZEE, INC.
                         (A Development Stage Company)
                            Statement of Operations
          For the Period Sep. 2, 1997 (Inception) to December 31, 1999
                 With Comparative Totals for December 31, 1998





                                                                                                        Sep. 2, 1997
                                                                Dec. 31,            Dec. 31,            Inception to
                                                                  1999                1998              Dec. 31, 1999
                                                               ------------        ------------        ----------------
<S>                                                                <C>                 <C>                    <C>
Revenue:                                                               $ -                 $ -                     $ -

Costs and Expenses:

   Office Expenses                                                     111                 185                     296
   Filing Fees                                                          50                   -                      50
                                                               ------------        ------------        ----------------

Net Loss                                                             $ 161               $ 185                   $ 346
                                                               ============        ============        ================

Per Share Information:

   Weighted average number
   of common shares outstanding                                    660,000             605,000                 660,000
                                                               ------------        ------------        ----------------

Net Loss per common share                                           *                   *                     *
                                                               ============        ============        ================

* Less than $.01

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                   ZEE, INC.
                              Stockholders' Equity
                               December 31, 1999




                                                  COMMON STOCKS                     Additional  Retained         Total
                                                                                    Paid-In     Earnings     Stockholders'
                                           Shares               Amount              Capital     (Deficit)       Equity
<S>                                         <C>                    <C>                 <C>         <C>             <C>
Issuance of Stock for Cash 2/9/98           660,000                $ 660               $ 840          $ -          $ 1,500

            Net Deficit 12/31/98                  -                    -                   -         (185)            (185)

            Balance 12/31/98                660,000                  660                 840         (185)           1,315

            Net Deficit 12/31/99                  -                    -                   -         (161)            (161)

            Balance 12/31/99                660,000                $ 660               $ 840       $ (346)         $ 1,154

</TABLE>


<PAGE>


<TABLE>
<CAPTION>


                                   ZEE, INC.
                         (A Development Stage Company)
                            Statement of Cash Flows
     For the Period From September 2, 1997 (Inception) to December 31, 1999
                 With Comparative Totals for December 31, 1998


                                                                                                            Sep. 2,1997
                                                                       Dec. 31,          Dec. 31,           Inception to
Cash Flows from Operating Activities:                                    1999              1998            Dec. 31, 1999
                                                                     -------------      ------------      -----------------
<S>                                                                        <C>               <C>                    <C>
     Net Loss                                                              $ (161)           $ (185)                $ (346)

     (Increase) in Investment                                                   -              (750)                  (750)
                                                                     -------------      ------------      -----------------

Net Cash Provided by Operating Activities                                    (161)             (935)                (1,096)

Cash Flows from Financing Activities:

     Proceeds from stock issuance                                               -             1,500                  1,500
                                                                     -------------      ------------      -----------------

Net Cash Provided by Financing Activities                                       -             1,500                  1,500

Net Increase in Cash & Cash Equivalent                                       (161)              565                    404

Beginning Cash & Cash Equivalent                                              565                 -                      -
                                                                     -------------      ------------      -----------------
                                                                                                          -----------------

Ending Cash & Cash Equivalent                                               $ 404             $ 565                  $ 404
                                                                     =============      ============      =================


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash Paid During the Year for:
     Interest                                                                   -                 -                      -
     Income Taxes                                                               -                 -                      -

</TABLE>


<PAGE>

                                   ZEE, INC.
                         (A Development Stage Company)
                         Notes to Financial Statements
                               December 31, 1999


Note 1 - Organization and Summary of Significant Accounting Policies:

Organization:

     The Company was incorporated on September 2, 1997, in the state of Wyoming.
The Company is in the  development  stages and was  organized for the purpose of
raising capital. The Company's fiscal year end is December 31.

Basis of Presentation:

The Company is primarily  engaged in capital  raising.  The  authorized  capital
stock of the corporation is 50,000,000 shares of common stock $.001 par value.

Cash and Cash Equivalents:

The Company  considers all highly  liquid debt  instruments,  purchased  with an
original maturity of three months or less, to be cash equivalents.

Revenue Recognition:

Revenue is recognized when earned and expenses are recognized when they occur.

Use of 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,  and disclosure of
contingent  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.

Net Loss Per Share

Net loss per share is base don the weighted  average number of common shares and
common shares equivalents outstanding during the period.