SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           Form 10-KSB

        Annual Report Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934
(Mark One)
[ X ]  Annual report pursuant to section 13 or 15(d) of the
       Securities Exchange Act of 1934
       For the fiscal year ended June 30, 2000

[   ]  Transition report under section 13 or 15(d) of the
       Securities Exchange Act of 1934
       For the transition period from ___________________ to ______________

                 Commission File Number 0-14919

                         VIDEOPLEX, INC.
         (Name of small business issuer in its charter)

      New Jersey                                 22-2485230
(State or other jurisdiction of           (I.R.S. Employer I.D. No.)
incorporation or organization)

5882 South 900 East, Suite 202, Salt Lake City, Utah       84121
(Address of principal executive offices)                 (Zip Code)

Issuer's telephone number, including area code 801-269-9500

Securities registered pursuant to Section 12(b) of the Exchange
Act: None

Securities registered under Section 12(g) of the Exchange Act:

                      Common,  No par value
                         (Title of class)

Check whether the Issuer (1) filed all reports required to be
filed by section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [ X ]   No [   ]

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is contained in this form, and no
disclosure will be contained, to the best of the 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 ]

The issuer's revenue for its most recent fiscal year was: $ -0-

The aggregate market value of the issuer's voting stock held as
of September 15, 2000, by non-affiliates of the issuers was $-0-.
There was no active trading market and no quote for Videoplex,
Inc. during fiscal year 2000, therefore the value is deemed to be
$-0-.

As of September 15, 2000, the issuer had 9,860,245 shares of its
no par value common stock outstanding.

Transitional Small Business Format:   Yes [   ]   No [ X ]

Documents incorporated by reference:  None

<PAGE>
                             PART I

                ITEM 1.  DESCRIPTION OF BUSINESS

  The Company was incorporated in the state of New Jersey on
August 29, 1983.  The Company was formed to engage in the
marketing and sales of the "Videoplex" single screen multi-
presentational machine.  Since 1993, the Company has not engaged
in any business operations.  During 1994, Management determined
that it was in the best interests of the Company to discontinue
its previous operations in the sales and marketing business.  The
Company is considered to have re-entered into a new development
stage on July 1, 1994.  Subsequent to June 30, 2000, the Company
underwent a change in the officers and board of director's of the
Company.

  At the present time, the Company intends to seek, investigate,
and if warranted, acquire an interest in a business opportunity.
The Company does not propose to restrict its search for a
business opportunity to any particular industry or geographical
area and may, therefore, engage in essentially any business in
any industry.  The Company has unrestricted discretion in seeking
and participating in a business opportunity, subject to the
availability of such opportunities, economic conditions and other
factors.

  The selection of a business opportunity in which to
participate is complex and extremely risky and will be made by
management in the exercise of its business judgment.  There is no
assurance that the Company will be able to identify and acquire
any business opportunity which will ultimately prove to be
beneficial to the Company and its shareholders.

  The activities of the Company are subject to several
significant risks which arise primarily as a result of the fact
that the Company has no specific business and may acquire or
participate in a business opportunity based on the decision of
management which will, in all probability, act without the
consent, vote, or approval of the Company=s shareholders.

Sources of Opportunities

  It is anticipated that business opportunities may be available
to the Company from various sources, including its officers and
directors, professional advisers, securities broker-dealers,
venture capitalists, members of the financial community, and
others who may present unsolicited proposals.

  The Company will seek a potential business opportunity from
all known sources, but will rely principally on personal contacts
of its officers and directors as well as indirect associations
between them and other business and professional people.
Although the Company does not anticipate engaging professional
firms specializing in business acquisitions or reorganizations,
if management deems it in the best interests of the Company, such
firms may be retained.  In some instances, the Company may
publish notices or advertisements seeking a potential business
opportunity in financial or trade publications.

Criteria

  The Company will not restrict its search to any particular
business, industry or geographical location.  The Company may
acquire a business opportunity or enter into a business in any
industry and in any stage of development.  The Company may enter
into a business or opportunity involving a start up or new
company.  The Company may acquire a business opportunity in
various stages of its operation.

  In seeking a business venture, the decision of management of
the Company will not be controlled by an attempt to take
advantage of an anticipated or perceived appeal of a specific
industry, management group, or product or industry, but will be
based upon the business objective of seeking long-term capital
appreciation in the real value of the Company.

  In analyzing prospective business opportunities, management
will consider such matters as the available technical, financial
and managerial resources; working capital and other financial
requirements; the history of operations, if any; prospects for
the future; the nature of present and expected competition; the
quality and experience of management services which may be
available and the depth of the management; the potential for
further research, development or exploration; the potential for
growth and expansion; the potential for profit; the

                                2
<PAGE>

perceived public recognition or acceptance of products, services,
trade or service marks, name identification; and other relevant
factors.

  Generally, the Company will analyze all available factors in
the circumstances and make a determination based upon a composite
of available facts, without reliance upon any single factor as
controlling.

Methods of Participation of Acquisition

  Specific business opportunities will be reviewed and, on the
basis of that review, the legal structure or method of
participation deemed by management to be suitable will be
selected.  Such structures and methods may include, but are not
limited to, leases, purchase and sale agreements, licenses, joint
ventures, other contractual arrangements, and may involve a
reorganization, merger or consolidation transaction.  The Company
may act directly or indirectly through an interest in a
partnership, corporation, or other form of organization.

Procedures

  As part of the Company=s investigation of business
opportunities, officers and directors may meet personally with
management and key personnel of the firm sponsoring the business
opportunity, visit and inspect material facilities, obtain
independent analysis or verification of certain information
provided, check references of management and key personnel, and
conduct other reasonable measures.

  The Company will generally request that it be provided with
written materials regarding the business opportunity containing
such items as a description of product, service and company
history; management resumes; financial information; available
projections with related assumptions upon which they are based;
an explanation of proprietary products and services; evidence of
existing patents, trademarks or service marks or rights thereto;
present and proposed forms of compensation to management; a
description of transactions between the prospective entity and
its affiliates; relevant analysis of risks and competitive
conditions; a financial plan of operation and estimated capital
requirements; and other information deemed relevant.

Competition

  The Company expects to encounter substantial competition in
its efforts to acquire a business opportunity.  The primary
competition is from other companies organized and funded for
similar purposes, small venture capital partnerships and
corporations, small business investment companies and wealthy
individuals.

Employees

  The Company does not currently have any employees but relies
upon the efforts of its officers and directors to conduct the
business of the Company.

                ITEM 2.  DESCRIPTION OF PROPERTY

  The Company does not own any property.  The Company currently
utilizes office space, free of charge, from officers and
directors of the Company.

                   ITEM 3.  LEGAL PROCEEDINGS

  The Company has the following outstanding judgments on which
it is attempting to negotiate settlements:

        World Fair Associates           $11,299.42
        Di-Tech, Inc.                    $2,620.47
        Anixter Cable TV                $28,588.20
        Hudson United Bank              $20,125.45
        Copelco Credit Corporation       $6,205.76

  Additionally, the Company is negotiating a settlement with the
Internal Revenue Service and has an Offer in Compromise filed for
$2,000.  The Internal Revenue Services has not yet responded to
the offer.

                                3
<PAGE>

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

  No matters were submitted during the fourth quarter of the
fiscal year covered by this report to a vote of security holders.

                             PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

  The Company's common stock is listed on the Over the Counter
Bulletin Board ("OTCBB"), under the symbol "VPLX".  As of
September 15, 2000, the Company had 754 shareholders holding
9,860,245 shares of common stock.

  The following quotations, as provided by the National
Quotation Bureau, represent prices between dealers and do not
include retail markup, markdown or commission.  In addition,
these quotations do not represent actual transactions.

                             CLOSING BID     CLOSING ASK
                             HIGH   LOW      HIGH    LOW

     1998
     First Quarter          .001   .001     .05      .05
     Second Quarter         None   None     .05      .05
     Third Quarter          None   None     .05      .05
     Fourth Quarter         None   None     .05      .05


     1999
     First Quarter          None   None     .05      .05
     Second Quarter         None   None     .05      .05
     Third Quarter          None   None     .05      .05
     Fourth Quarter         None   None     .05      .05

     2000
     First Quarter          None   None     .05      .05
     Second Quarter         None   None     .05      .04

  The Company has never declared a dividend on its Common Stock.
The Company has not paid, nor declared, any dividends since its
inception and does not intend to declare any such dividends in
the foreseeable future.  The Company's ability to pay dividends
is subject to limitations imposed by New Jersey law.  Under New
Jersey law, dividends may be paid to the extent that the
corporation's assets exceed its liabilities and it is able to pay
its debts as they become due in the usual course of business.

    ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
                            OPERATION

  The Company has $ -0- cash .

   The  Company did not generate any revenue during  fiscal  year
2000.   The  Company  has  no material  commitments  for  capital
expenditures for the next twelve months.

  General and administrative expenses consisted of general
corporate administration, legal and professional expenses, and
accounting and auditing costs.  These expenses were $38,955 for
the year ended June 30, 2000 which is due to an increase in
accounts payable and a decrease in liabilities of discontinued
operation.  As a result of the gain on settlement of liabilities
related to discontinued operations, the Company realized a net
income of $25,595 for the year ended June 30, 2000, as compared
to $ -0- for the same period in 1999.

                                4
<PAGE>

   The  Company believes that its current cash needs can  be  met
with  advances from officers and directors for at least the  next
twelve  months.   However, should the Company obtain  a  business
opportunity,  it  may  be necessary to raise additional  capital.
This  may  be  accomplished by loans from the principals  of  the
Company,  debt  financing, equity financing or a  combination  of
financing options.

                  ITEM 7.  FINANCIAL STATEMENTS

   The  financial statements of the Company appear at the end  of
this  report beginning with the Index to Financial Statements  on
page 9.

     ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
             ON ACCOUNTING AND FINANCIAL DISCLOSURE

  None.
                            PART III

  ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
   PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

   The following tables sets forth as of June 30, 2000, the name,
age, and position of each executive officer and director and  the
term of office of each director of the Company.

Name                   Age     Position             Director or Officer Since

John Chymboryk          47     President and Director    November 1999

Kip   Eardley           41     Secretary/Treasurer
                               and Director              January 2000

   All Directors hold their positions for one year or until their
successors  are  duly elected and qualified.  All officers  holds
their positions at the will of the Board of Directors.

   Set  forth below is certain biographical information regarding
each of the Company's executive officers and directors:

  John   Chymboryk,  President  and  Director.    Mr.   Chymboryk
received his bachelor's degree with an emphasis in accounting and
economics  in 1982.  Following graduation he worked for  a  large
international accounting firm until 1984.  He then taught courses
in  finance, marketing and management in the business departments
of  a  Community College from 1984 to 1992.  Concurrent with  his
teaching   experience,  Mr.  Chymboryk  operated  an   accounting
business that specialized in preparing financial statements,  tax
returns  and business plans for small businesses.  Mr.  Chymboryk
co-founded  a  company  that specialized in  marketing,  customer
retention and management training.  Mr. Chymboryk served as  Vice
President and was responsible for the financial operations and in
developing and delivering management training.  Mr. Chymboryk was
instrumental  in  designing and presenting the  sales  management
workshop  that  was  contracted  with  Lexus,  the  Toyota  Motor
Corporation  luxury  car  line.   In  1997,  Mr.  Chymboryk   was
involved  in  designing,  developing  and  implementing   a   new
application that assists companies in following up and  retaining
their existing customer base.  Mr. Chymboryk is a director in the
following  reporting companies, GTM Holdings,  Inc.  Reddi  Brake
Supply Corporation, Golden Quest, Inc., and Heavenly Hotdog, Inc.

     Kip  Eardley, Secretary/Treasurer and Director.  Since 1989,
Mr. Eardley has been self employed as the president and owner  of
Capital  Consulting of Utah, Inc. which is a consulting  firm  to
various public and private companies.  Mr. Eardley is a directors
in  the following reporting companies, Holmes Microsystems, Inc.,
GTM  Holdings, Inc. Reddi Brake Supply Corporation, Golden Quest,
Inc., and Heavenly Hotdog, Inc.

   To the knowledge of management, during the past five years, no
present or former director, executive officer or person nominated
to become a director or an executive officer of the Company:

                                5
<PAGE>

  (1)  filed a petition under the federal bankruptcy laws or  any
state insolvency law, nor had a receiver, fiscal agent or similar
officer appointed by a court for the business or property of such
person,  or any partnership in which he was a general partner  at
or  within  two  years  before the time of such  filing,  or  any
corporation or business association of which he was an  executive
officer at or within two years before the time of such filing;

  (2) was convicted in a criminal proceeding or named subject  of
a  pending  criminal proceeding (excluding traffic violations  or
other minor offenses);

  (3)  was  the  subject of any order, judgment  or  decree,  not
subsequently  reversed, suspended or vacated,  of  any  court  of
competent jurisdiction, permanently or temporarily enjoining  him
from  or otherwise limiting, the following activities; (i) acting
as  a  futures commission merchant, introducing broker, commodity
trading  advisor, commodity pool operator, floor broker, leverage
transaction merchant, associated person of any of the  foregoing,
or  as  an  investment advisor, underwriter, broker or dealer  in
securities,  or as an affiliate person, director or  employee  of
any  investment company, or engaging in or continuing any conduct
or  practice  in connection with such activity; (ii) engaging  in
any  type of business practice; or (iii) engaging in any activity
in  connection  with  the purchase or sale  of  any  security  or
commodity or in connection with any violation of federal or state
securities laws or federal commodities laws;

  (4)  was  the  subject of any order, judgment, or  decree,  not
subsequently reversed, suspended, or vacated, of any  federal  or
state  authority barring, suspending, or otherwise  limiting  for
more  than  60  days the right of such person to  engage  in  any
activity  described above under this Item, or  to  be  associated
with persons engaged in any such activity;

  (5)  was found by a court of competent jurisdiction in a  civil
action  or  by  the  Securities and Exchange Commission  to  have
violated any federal or state securities law, and the judgment in
such  civil  action  or  finding by the Securities  and  Exchange
Commission  has  not  been subsequently reversed,  suspended,  or
vacated

  (6)  was found by a court of competent jurisdiction in a  civil
action  or  by the Commodity Futures Trading Commission  to  have
violated  any federal commodities law, and the judgment  in  such
civil   action  or  finding  by  the  Commodity  Futures  Trading
Commission  has  not  been subsequently  reversed,  suspended  or
vacated.

                ITEM 10.  EXECUTIVE COMPENSATION

   No  compensation has been paid to any officer or  director  of
the  Company  in the past three years.  There are no compensatory
plans or arrangements, including payments to be received from the
Company, with respect to any officers or directors of the Company
which  would  in  any way result in payments to any  such  person
because  of his resignation, retirement, or other termination  of
such  person's  employment with the Company,  or  any  change  in
control   of   the   Company,  or  a  change  in   the   person's
responsibilities following a change in control of the Company.

  ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                           MANAGEMENT

   The  following table sets forth as of  June 30, 2000, the name
and  the number of shares of the Company's Common Stock,  no  par
value  per share, held of record, or was known by the Company  to
own  beneficially,  more  than 5% of  the  8,444,314  issued  and
outstanding  shares of the Company's Common Stock, and  the  name
and  shareholdings  of  each director and  of  all  officers  and
directors as a group.

Title of    Name and Address of            Amount and Nature of    Percentage
Class       Beneficial Owner               Beneficial Ownership    of Class

Common     John Chymboryk (1)(2)                1,500,000           15.21%
           5882 S. 900 E., Suite 202
           Salt Lake City,  UT  84121

Common     Kip Eardley (1)(2)                   1,500,000           15.21%
           5882 S. 900 E., Suite 202
           Salt Lake City,  UT  84121

                                6
<PAGE>

Common     Capital  Holdings, Inc. (2)          1,500,000           15.21%
           5882 S. 900 E., Suite 202
           Salt Lake City,  UT  84121

Common     Techniques Digitales Appliquees        850,000           8.62%
           Ala Video Parc Industries Des Hauts Sarts
           B-4400 Liege Belgium
           Herstal Belgium

Common     Officers, Directors and              1,500,000          15.21%
           Nominees as a Group: ( 2 persons)


(1)  Officer and/or director of the Company.

(2)   Mr.  John Chymboryk, President and Director of the Company,
  and  Mr. Kip Eardley, Secretary/Treasurer and director  of  the
  Company,  are  each  50% owners of Capital Holdings,  Inc.  and
  therefore  are considered beneficial owners of the  stock  held
  by Capital Holdings, Inc.

    ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  In  June  200  the  Company issued 1,500,000 shares  of  common
stock  to Capital Holdings, Inc. in consideration for its payment
of  the  Company  debt  in  the  amount  of  $45,415.   Mr.  John
Chymboryk,  President and Director of the Company,  and  Mr.  Kip
Eardley,  Secretary/Treasurer and Director of  the  Company,  are
each 50% owners of Capital Holdings, Inc.

  The  Company utilizes office space provided by the officers and
directors of the Company at no charge to the Company.

           ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

Reports on Form 8-K

  No  reports  on Form 8-K were filed by the Company  during  the
quarter ended June 30, 2000.

Exhibits

  Copies  of the following documents are included as exhibits  to
this report pursuant to Item 601 of Regulation S-B.

Exhibit  SEC Ref.       Title  of Document                  Location
No.        No.

1        (3)(i)     Articles of Incorporation       *Incorporated by reference
2        (3)(i)     Articles of Incorporation
                    as Amended                      *Incorporated by reference
3        (3)(ii)    By Laws                         *Incorporated by reference
4        (27)       Financial Data Schedule          Attached

*Incorporated by reference to the Form 10-KSB filed on April 24,
2000 with the SEC

                                7
<PAGE>


SIGNATURES

   In  accordance with Section 13 or 15(d) of the  Exchange  Act,
the  registrant caused this report to be signed on its behalf  by
the undersigned, thereunto duly authorized.

                              VIDEOPLEX, INC.



Date: September 18, 2000      By: /s/ John Chymboryk
                                      President


Date: September 18, 2000      By: /s/ Kip Eardley
                                      Secretary/Treasurer

   In  accordance  with the Exchange Act, this  report  has  been
signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.




Date: September 18, 2000      By:/s/ John Chymboryk
                                     Director



Date: September 18, 2000      By:/s/ Kip Eardley
                                     Director

                                8
<PAGE>


                         VIDEOPLEX, INC.
                  [A Development Stage Company]


                      FINANCIAL STATEMENTS



                            CONTENTS

                                                          PAGE

        -  Independent Auditors' Report                     10


        -  Balance Sheet, June 30, 2000                     11


        -  Statements of Operations, for the years ended
             June 30, 2000 and 1999 and from the
             re-entering of development stage on
             July 1, 1994 through June 30, 2000             12

        - Statement of Stockholders' (Deficit), from
            the re-entering of development stage on
             July 1, 1994 through June 30, 2000             13


        -  Statements of Cash Flows, for the years ended
             June 30, 2000 and 1999 and from the re-entering
             of development stage on July 1, 1994 through
             June 30, 2000                                  14


        -  Notes to Financial Statements                 15-18

                                9
<PAGE>




                  INDEPENDENT AUDITORS' REPORT



Board of Directors
VIDEOPLEX, INC.
Salt Lake City, Utah

We have audited the accompanying balance sheet of Videoplex, Inc.
[a  development stage company] at June 30, 2000, and the  related
statements of operations, stockholders' (deficit) and cash  flows
for  the  years ended June 30, 2000 and 1999 and for  the  period
from the re-entering of development stage on July 1, 1994 through
June 30, 2000.  These financial statements are the responsibility
of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We  conducted  our  audits in accordance with generally  accepted
auditing  standards.  Those standards require that  we  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the  financial statements are free of material misstatement.   An
audit  includes  examining, on a test basis, evidence  supporting
the  amounts  and  disclosures in the financial  statements.   An
audit also includes assessing the accounting principles used  and
significant  estimates made by management, as well as  evaluating
the  overall  financial statement presentation.  We believe  that
our audits provide a reasonable basis for our opinion.

In  our  opinion, the financial statements audited by us  present
fairly,  in  all  material respects, the  financial  position  of
Videoplex, Inc. [a development stage company] as of June 30, 2000
and  the  results of its operations and its cash  flows  for  the
years ended June 30, 2000 and 1999 and for the period from the re-
entering  of development stage on July 1, 1994 through  June  30,
2000,   in   conformity   with  generally   accepted   accounting
principles.

The accompanying financial statements have been prepared assuming
the  Company  will continue as a going concern.  As discussed  in
Note  6  to the financial statements, the company has no on-going
operations, has incurred substantial losses since its  inception,
has  liabilities in excess of assets and has no working  capital.
These  factors  raise  substantial doubt  about  its  ability  to
continue  as a going concern.  Management's plans in  regards  to
these  matters  are  also described in  Note  6.   The  financial
statements do not include any adjustments that might result  from
the outcome of these uncertainties.



/s/  Pritchett Siler & Hardy, P.C.

August 7, 2000
Salt Lake City, Utah

                               10
<PAGE>

                         VIDEOPLEX, INC.
                  [A Development Stage Company]

                          BALANCE SHEET

                             ASSETS



                                                       June 30,
                                                          2000
                                                      ___________
CURRENT ASSETS                                         $        -
                                                      ___________
        Total Current Assets                                    -
                                                      ___________
                                                       $        -
                                                     ____________


             LIABILITIES AND STOCKHOLDERS' (DEFICIT)


CURRENT LIABILITIES:
  Accounts payable                                     $    3,540
  Liabilities of discontinued operations                  107,275
                                                      ___________
        Total Current Liabilities                         110,815
                                                      ___________

STOCKHOLDERS' (DEFICIT):
  Common stock, $.001 par value, 10,000,000
   shares authorized, 9,860,245 shares issued
   and outstanding                                          9,860
  Capital in excess of par                              2,545,029
  Retained deficit                                     (2,691,299)
  Earnings accumulated during the development stage
                                                           25,595
                                                       ___________
        Total Stockholders' (Deficit)                    (110,815)
                                                       ___________
                                                       $        -
                                                       ____________


  The accompanying notes are an integral part of this financial
                           statement.

                               11
<PAGE>

                         VIDEOPLEX, INC.
                  [A Development Stage Company]


                    STATEMENTS OF OPERATIONS


                                                    Cumulative from
                                                   the Re-entering of
                                                   Development Stage
                               For the Years Ended     on July 1,
                                    June 30,          1994 through
                             ______________________    June 30,
                                  2000      1999          2000
                              __________ __________   ___________
REVENUE:
  Sales                         $      -  $      -     $       -
                              __________ __________    __________

        Total Revenue                  -          -            -
                              __________ __________    __________

EXPENSES:
  General and administrative      38,955         -        38,955
                              __________ __________    __________

        Total Expenses            38,955         -        38,955
                              __________ __________    __________

LOSS FROM OPERATIONS             (38,955)        -       (38,955)

CURRENT INCOME TAXES                   -         -             -

DEFERRED INCOME TAX                    -         -             -
                              __________ __________    __________
LOSS BEFORE EXTRAORDINARY
ITEM:                           (38,955)         -      (38,955)
                              __________ __________    __________
EXTRAORDINARY ITEM:
 Gain on settlement of
 liabilities related to
 discontinued operations         64,550          -       64,550
                              __________ __________   ___________

NET INCOME                     $ 25,595          -    $  25,595
                              __________ __________   ___________
EARNINGS (LOSS) PER SHARE:
 Loss from continuing
  operations                  $    (.00)   $     -    $    (.00)
  Gain from extraordinary item      .01          -          .01
                              __________ __________   ___________
    Total Earnings Per Share  $     .00    $     -    $     .00
                              __________ __________   ___________

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

                               12
<PAGE>

                         VIDEOPLEX, INC.
                  [A Development Stage Company]

              STATEMENT OF STOCKHOLDERS' (DEFICIT)

          FROM THE RE-ENTERING OF DEVELOPMENT STAGE ON

               JULY 1, 1994 THROUGH JUNE 30, 2000


                                                                     Earnings
                                                                     Accumulated
                             Common Stock     Capital in             During the
                          ___________________ Excess of    Retained  Development
                           Shares    Amount      Par        Deficit     Stage
                            __________________________________________________
BALANCE, July 1, 1994    8,444,314  $ 8,444  $2,501,030   $(2,691,299) $     -

Net loss for the period
 ended June 30, 1995             -        -           -             -        -
                            __________________________________________________
Balance, June 30, 1995   8,444,314    8,444   2,501,030    (2,691,299)       -

Net loss for the year
 ended June 30, 1996             -        -           -             -        -
                            __________________________________________________
BALANCE, June 30, 1996   8,444,314    8,444   2,501,030    (2,691,299)       -

Net loss for the year
 ended June 30, 1997             -        -           -             -        -
                            __________________________________________________
BALANCE, June 30, 1997   8,444,314    8,444   2,501,030    (2,691,299)       -

Net loss for the year
 ended June 30, 1998             -        -           -             -        -
                            __________________________________________________
BALANCE, June 30, 1998   8,444,314    8,444   2,501,030    (2,691,299)       -

Net loss for the year
 ended June 30, 1999             -        -           -             -        -
                            __________________________________________________
BALANCE, June 30, 1999   8,444,314    8,444   2,501,030    (2,691,299)       -

Cancellation of shares
 authorized from February
 1989 through June 1989
 but were never issued     (92,697)     (93)         93             -        -

Adjustment of shares
 authorized to reconcile
 to actual outstanding
 shares                      8,628        9          (9)            -        -

1,500,000 shares issued
 in payment of debt of
 $45,415, June 2000      1,500,000    1,500      43,915             -        -

Net income for the year
 ended June 30, 2000             -        -           -             -   25,595

                            __________________________________________________
BALANCE, June 30, 2000   9,860,245  $ 9,860  $2,545,029   $(2,691,299) $25,595
                            __________________________________________________


  The accompanying notes are an integral part of this financial
                           statement .

                               13
<PAGE>
                         VIDEOPLEX, INC.
                  [A Development Stage Company]

                    STATEMENTS OF CASH FLOWS
                                                               Cumulative from
                                                              the Re-entering of
                                                               Development Stage
                                        For the Years Ended          on July 1,
                                             June 30,               1994 through
                                        _______________________       June 30,
                                           2000       1999              2000
                                        ________________________________
Cash Flows From Operating Activities:
 Net income                              $ 25,595    $    -         $  25,595
 Adjustments to reconcile net loss to
  net cash used by operating activities:
 Extraordinary gain on settlement of debt
  operations liabilities                  (64,550)        -           (64,550)
 Changes in assets and liabilities:
 Increase in accounts payable              48,955         -            48,955
 (Decrease) in liabilities of discontinued
  operations                              (10,000)        -           (10,000)
                                         ________________________________
 Net Cash (Used) by Operating Activities        -         -                 -
                                         ________________________________
Cash Flows From Investing Activities:           -         -                 -
                                         ________________________________
  Net Cash (Used) by Investing Activities       -         -                 -
                                         ________________________________
Cash Flows From Financing Activities:
                                                -         -                 -
                                         ________________________________
  Net Cash Provided by Financing Activities     -         -                 -
                                         ________________________________
Net Increase in Cash                            -         -                 -

Cash at Beginning of the Year                   -         -                 -
                                         ________________________________
Cash at End of the Year                  $      -  $      -         $       -
                                         ________________________________

Supplemental Disclosures of Cash Flow Information:

  Cash paid during the period for:
    Interest                             $      -  $      -         $       -
    Income taxes                         $      -  $      -         $       -

Supplemental Schedule of Noncash Investing and Financing
Activities:
  For 2000:
  1,500,000 shares of common stock were issued to pay debt of
  $45,415.  Also an adjustment of 8,628 shares was made to
  reconcile outstanding shares

  For 1999:
  None

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

                               14
<PAGE>

                         VIDEOPLEX, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization - Videoplex, Inc. (the Company) was organized  under
  the  laws  of  the State of New Jersey on August 29,  1983.   The
  Company  was formed to engage in the marketing and sales  of  the
  "Videoplex"  single  screen multi-presentation  machine.   During
  1994,  Management determined it was in the best interest  of  the
  Company  to discontinue its previous operations.  The Company  is
  considered  to  have re-entered into a new development  stage  on
  July 1,1994.

  Development Stage - The Company is considered a development stage
  company  as defined in SFAS no. 7.  Subsequent to June 30,  2000,
  the  Company  under went a change in the officers  and  Board  of
  Director's of the Company.

  Loss  Per  Share  - The computation of loss per share  of  common
  stock   is  based  on  the  weighted  average  number  of  shares
  outstanding  during  the periods presented,  in  accordance  with
  Statement  of  Financial Accounting Standards No. 128,  "Earnings
  Per Share" [See Note 8].

  Cash and Cash Equivalents - For purposes of the statement of cash
  flows,  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 required
  management  to  make estimates and assumptions  that  effect  the
  reported  amounts of assets and liabilities, the  disclosures  of
  contingent  assets and liabilities at the date of  the  financial
  statements,  and  the reported amounts of revenues  and  expenses
  during  the  reporting period.  Actual results could differ  from
  those estimated by management.

  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.

                               15
<PAGE>

                         VIDEOPLEX, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 2 - DISCONTINUED OPERATIONS

  The  accompanying financial statements as of June 30, 2000  and
  for  the  years  ended  June  30,  2000  and  1999,  have  been
  reclassified  to reflect management's decision  to  discontinue
  the  Company's operations in the sales and marketing  business.
  The  Company's  previous operations in Sales and  Marketing  of
  the   "Videoplex"  single  screen  multi-presentation   machine
  business  are  included  as  Discontinued  Operations  in   the
  financial statements of the Company.

  Included in liabilities are $107,275 of judgments and taxes
  payable related to the former operations of the Company.

NOTE 3 - COMMON STOCK

  During  1989  the  board of directors approved  the  issuance  of
  92,697  shares of common stock in payment of interest expense  on
  debt.  Although the Company previously accounted for the stock as
  issued,  it  was in fact never issued.  During August,  2000  the
  Board of Directors resolved to not issue the shares and to adjust
  the  books  to  match the shares actually issued and outstanding.
  The  financial  statements  show an  adjustment  to  reflect  the
  cancellation of the shares.  The Board of Directors also resolved
  to  adjust the books by 8,628 shares of common stock.  With these
  adjustments, the books now reflect the actual shares  issued  and
  outstanding.

  During  June, 2000 the Company issued 1,500,000 shares of  common
  stock as a reimbursement to a shareholder or an entity related to
  a  shareholder  for expenses in the amount of $45,415  which  had
  been paid by the related entity on behalf of the Company.

NOTE 4 - INCOME TAXES

  The   Company  accounts  for  income  taxes  in  accordance  with
  Statement  of Financial Accounting Standards No. 109  "Accounting
  for  Income Taxes" which requires the liability approach for  the
  effect of income taxes.

  The Company has available at June 30, 2000, unused operating loss
  carryforwards of approximately $2,636,000, which may  be  applied
  against  future taxable income and which expire in various  years
  through  2020.   If certain substantial changes in the  Company's
  ownership  should occur, there could be an annual  limitation  on
  the  amount  of  net  operating loss carryforward  which  can  be
  utilized.  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 (approximately $896,000) at June 30, 2000
  and, therefore, no deferred tax asset has been recognized for the
  loss  carryforwards.   The change in the valuation  allowance  is
  approximately $12,000 and $0 for the years ended 2000  and  1999,
  respectively.

                               16
<PAGE>

                         VIDEOPLEX, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS


NOTE 5 - RELATED PARTY TRANSACTIONS

  Management  Compensation  -  During the  periods  presented,  the
  Company  did  not  pay  any  compensation  to  its  officers  and
  directors.

  Office  Space  -  The Company has not had a need to  rent  office
  space.   An  officer/shareholder of the Company is  allowing  the
  Company  to use his home as a mailing address, as needed,  at  no
  expense to the Company.

  Expenses Paid - Certain expenses of the Company have been  paid
  by  a shareholder or an entity related to a shareholder of  the
  Company,  totaling  $45,415.  During  June,  2000  the  Company
  issued  1,500,000  shares of common stock  in  payment  of  the
  $45,415 which had been advanced.

NOTE 6 - 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 no on-going operations and has incurred
  losses  since  its inception.  Further, the Company  has  current
  liabilities in excess of assets and has no working capital to pay
  its  expenses.  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 or through  sales
  of  its  common stock or through a possible business  combination
  with  another  company.  There is no assurance that  the  Company
  will  be  successful  in  raising  this  additional  capital   or
  achieving profitable operations.  The financial statements do not
  include  any  adjustments that might result from the  outcome  of
  these uncertainties.


NOTE 7 - CONTINGENCIES

  During  1994,  the  Company  discontinued  all  of  its  previous
  operations.  Management believes that the Company is  not  liable
  for any existing liabilities related to its former operations but
  the  possibility exists that creditors and others seeking  relief
  may  include the Company in claims and suits.  The Company is not
  currently  named  in  any  such suits nor  is  it  aware  of  any
  threatened  suits.   It  is the belief of  Management  and  their
  Counsel that the Company would be successful in defending against
  any  such  claims  and that no material negative  impact  on  the
  financial  position of the Company would occur.   Management  and
  Counsel  further  believe  that with  the  passage  of  time  the
  likelihood  of  any  such claims being raised  is  becoming  more
  remote  and  that various Statutes of Limitations should  provide
  adequate  defenses for the Company.  Consequently, the  financial
  statements do not reflect any accruals or allowances for any such
  claims.

                               17
<PAGE>

                         VIDEOPLEX, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS


NOTE 8 - EARNINGS (LOSS) PER SHARE

  The  following  data  show the amounts used in  computing  income
  (loss)  per  share  and  the effect on income  and  the  weighted
  average  number of shares of dilutive potential common stock  for
  the  years  ended June 30, 2000 and 1999 and for the period  from
  the re-entering of development stage on July 1, 1994 through June
  30, 2000:

                                                           Cumulative from
                                                          the Re-entering of
                                                          Development Stage
                                      For the Years Ended     on July 1,
                                            June 30,         1994 through
                                      _______________________   July 1,
                                         2000       1999         2000
                                      ________________________________
Loss from continuing operations
 available to common stockholders
 (numerator)                          $ (38,955)  $     -     $  (38,955)
                                      ________________________________
Gain from extraordinary items
 available to common stockholders
 (numerator)                          $  64,550   $     -     $   64,550
                                      ________________________________
  Weighted average number of
    common shares outstanding
    used in earnings per share
    during the period (denominator)   8,534,478  8,444,314     8,459,376
                                      ________________________________

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


                               18
<PAGE>