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, 1999

[   ]      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 April 24, 2000, by non-affiliates of the issuers was $-0-.
There was no active trading market and no quote for Videoplex,
Inc. during fiscal year 1999, therefore the value is deemed to be
$-0-.

As  of April 24, 2000, the issuer had 8,444,314 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.  Since 1993, the Company has not engaged in  any
business operations.  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 Astart  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  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.

                                2
<PAGE>

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 several outstanding judgments on which it is
attempting  to  negotiate  settlements.   The  judgments  are  as
follows:

     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  April
24,  2000,  the  Company had 753 shareholders  holding  8,444,314
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

      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
1999.   The  Company  has  no material  commitments  for  capital
expenditures for the next twelve months.

      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.

                                4
<PAGE>

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 F-1.

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 April 24, 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        46   President and Director        November 1999

Kip Eardley           40   Secretary/Treasurer           January 2000
                              and Director

     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.

     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 also
president and director of Holmes Microsystems, Inc., a publicly
traded corporation.

      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:

     (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

                                5
<PAGE>

     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  April 10, 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 of Class
Class          Beneficial Owner     Beneficial Ownership

Common    John Chymboryk                     -0-                 -0-
          5882 S. 900 E., Suite 202
          Salt Lake City,  UT  84121


Common    Kip Eardley (1)                    -0-                 -0-
          5882 S. 900 E., Suite 202
          Salt Lake City,  UT  84121

Common    Theodore Leder                418,250                  4.95%
          8 Crystal Drive
          Great Neck, NY  11021

                                6
<PAGE>

Common    Societe Financiere            450,000                  5.33%
          37 Rue Notre-Dame
          Luxembourg

Common    Techniques Digitales          850,000                  10.06%
          Appliquees
          Ala Video
          Parc Industries Des Hauts Sarts
          B-4400 Liege Belgium
          Herstal Belgium

Common    Officers, Directors and            -0-                 -0-
          Nominees as a Group:
          2 persons


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

Item 12.  Certain Relationships and Related Transactions.

     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, 1999.

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            Attached
2           (3)(i)       Articles of Amendment to the
                         Articles of Incorporation            Attached
3           (3)(ii)      By Laws                              Attached
4           (27)         Financial Data Schedule              Attached

                                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: April 28, 2000          By:/s/ John Chymboryk
                                     John Chymboryk
                                     President



Date: April 28, 2000          By:/s/ Kip Eardley
                                     Kip Eardley
                                     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: April 28, 2000           By:/s/ John Chymboryk
                                      John Chymboryk
                                      Director


Date: April 28, 2000           By:/s/ Kip Eardley
                                      Kip Eardley
                                      Director

                                8
<PAGE>

                         VIDEOPLEX, INC.
                  [A Development Stage Company]




                            CONTENTS

                                                          PAGE

        -  Independent Auditors' Report                      1


        -  Balance Sheet, June 30, 1999                      2


        -  Statements of Operations, for the years ended
             June 30, 1999 and 1998 and from the             3
             re-entering of development stage on
             July 1, 1994 through June 30, 1999

             Statement of Stockholders' (Deficit), from
             the re-entering of development stage on
             July 1, 1994 through June 30, 1999              4


        -  Statements of Cash Flows, for the years ended
             June 30, 1999 and 1998 and from the re-entering
             of development stage on July 1, 1994 through
             June 30, 1999                                   5


        -  Notes to Financial Statements                 6 - 9



                               F-1
<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, 1999, and the  related
statements of operations, stockholders' (deficit) and cash  flows
for  the  years ended June 30, 1999 and 1998 and for  the  period
from the re-entering of development stage on July 1, 1994 through
June 30, 1999.  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, 1999
and  the  results of its operations and its cash  flows  for  the
years ended June 30, 1999 and 1998 and for the period from the re-
entering  of development stage on July 1, 1994 through  June  30,
1999,   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.

April 24, 2000
Salt Lake City, Utah

                               F-2
<PAGE>

                         VIDEOPLEX, INC.
                  [A Development Stage Company]

                          BALANCE SHEET

                             ASSETS



                                                       June 30,
                                                          1999
                                                      ___________
CURRENT ASSETS:
  Cash in bank                                         $        -
                                                      ___________
        Total Current Assets                                    -
                                                      ___________
                                                       $        -
                                                     ____________


             LIABILITIES AND STOCKHOLDERS' (DEFICIT)


CURRENT LIABILITIES:
   Liabilities of discontinued operations              $  181,825
                                                      ___________
        Total Current Liabilities                         181,825
                                                      ___________

STOCKHOLDERS' (DEFICIT):
  Common stock, no par value, 10,000,000
   shares authorized, 8,444,314 shares issued
   and outstanding                                      2,509,474
  Retained deficit                                     (2,691,299)
  Deficit accumulated during the development stage              -
                                                      ___________

Total Stockholders' (Deficit)                           (181,825)
                                                      ___________
                                                       $        -
                                                     ____________


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

                               F-3
<PAGE>

                         VIDEOPLEX, INC.
                  [A Development Stage Company]


                    STATEMENTS OF OPERATIONS


                                                    Cumulative from
                                                   the Re-entering of
                                                   Development Stage
                                For the Year Ended     on July 1,
                                    June 30,          1994 through
                             ______________________    June 30,
                                  1999      1998          1999
                              __________ __________   ___________
REVENUE:
  Sales                         $      -  $      -     $       -
                              __________ __________    __________

        Total Revenue                  -          -             -
                              __________ __________    __________

EXPENSES:
  General and administrative           -         -             -
                              __________ __________    __________

        Total Expenses                 -         -             -
                              __________ __________    __________

LOSS FROM OPERATIONS                   -         -             -

CURRENT INCOME TAXES                   -         -             -

DEFERRED INCOME TAX                    -         -             -
                              __________ __________    __________
DISCONTINUED OPERATIONS:
 Loss from operations of marketing
 and sales business subsidiary         -         -             -
                              __________ __________   ___________

NET LOSS                        $      -  $      -     $       -
                              __________ __________   ___________
LOSS PER SHARE:
Loss from continuing
operations                      $      -  $      -     $       -
                              __________ __________   ___________
           Total Loss Per Share $      -  $      -     $       -
                              __________ __________   ___________



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

                               F-4
<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, 1999


                                                                    Deficit
                                  Common Stock                    Accumulated
                               _____________________              During the
                                                    Retained     Development
                                Shares    Amount    Deficit          Stage
                             ________________________________________________
BALANCE, July 1, 1994        8,444,314  $ 2,509,474 $(2,691,299)         -

Net loss for the period ended
  June 30, 1995                      -           -            -          -
                             ________________________________________________
Balance, June 30, 1995       8,444,314  $ 2,509,474 $(2,691,299)         -

Net loss for the year ended
  June 30, 1996                      -            -           -          -
                             ________________________________________________
BALANCE,June 30, 1996        8,444,314    2,509,474  (2,691,299)         -

Net loss for the year ended
  June 30,  1997                     -            -           -          -
                             ________________________________________________
BALANCE, June 30, 1997       8,444,314    2,509,474  (2,691,299)         -

Net loss for the year ended
   June 30,  1998                    -            -           -          -
                             ________________________________________________
BALANCE, June 30, 1998       8,444,314    2,509,474  (2,691,299)         -

Net loss for the year ended
  June 30, 1999                      -            -           -          -
                             ________________________________________________
BALANCE, June 30, 1999       8,444,314  $ 2,509,474 $(2,691,299)         -
                             ________________________________________________


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

                               F-5
<PAGE>

                         VIDEOPLEX, INC.
                  [A Development Stage Company]

                    STATEMENTS OF CASH FLOWS

                                                              Cumulative from
                                                            the Re-entering of
                                                             Development Stage
                                    For the Year Ended           on July 1,
                                          June 30,              1994 through
                                    _______________________       June 30,
                                        1999       1998             1999
                                    ________________________________________
Cash Flows From Operating Activities:
  Net loss                              $  -       $  -             $ -
  Adjustments to reconcile net loss to
    net cash used by operating activities:
    Changes in assets and liabilities:
      Increase in accounts payable         -          -               -
                                         ________________________________
        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 1999:
  None

  For 1998:
  None


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

                               F-6
<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,  1999,
  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 6].

  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.

                               F-7
  <PAGE>

                         VIDEOPLEX, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 2 - DISCONTINUED OPERATIONS

The accompanying financial statements as of June 30, 1999 and for
     the   years  ended  June  30,  1999  and  1998,  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.

  Assets (liabilities) of discontinued operations consisted of  the
  following at June 30, 1999:


                                                               June 30,
                                                                1999
                                                              __________
               Assets of Discontinued Operations               $     -

              Liabilities of Discontinued Operations                 -
                             Judgement payable                 105,275
                             Taxes payable                      76,550
                                                              __________
                   Totals                                     $ 181,825
                                                              __________

The following  is  a condensed, proforma statement of  operations
     that  reflects what the presentation would have been without
     the  reclassifications required by "discontinued operations"
     accounting principles:

                                                             From the
                                            For the       Re-entering of
                                           Year Ended   Development Stage
                                            June 30,         on July 1,
                                      ____________________ 1994 through
                                        1999     1998      June 30, 1999
                                       __________________________________

  Net Sales                            $  -      $  -          $  -

  Cost of Goods Sold                      -         -             -

  Other Operating Expenses                -         -             -

                                       __________________________________
  Net Loss                             $  -      $  -             -
                                       __________________________________
  Loss per Share                       $  -      $  -          $  -
                                       __________________________________

                               F-8
  <PAGE>

                         VIDEOPLEX, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 3 - 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, 1999, unused operating loss
  carryforwards of approximately $2,400,000, which may  be  applied
  against  future taxable income and which expire in various  years
  through  2019.   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 $884,000) at December  31,
  1999  and,  therefore, no deferred tax asset has been  recognized
  for   the  loss  carryforwards.   The  change  in  the  valuation
  allowance is equal to the tax effect of the current period's  net
  loss (approximately $0 and $0 for 1999 and 1998, respectively).

NOTE 4 - 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.

  Change  in  Management - Subsequent to June 1999,  the  Company
  had  a  change  in the officers and Board of Directors  of  the
  Company.

NOTE 5 - 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.

                               F-9
  <PAGE>

                         VIDEOPLEX, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 6 - 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, 1999 and 1998 and for the period  from
  the re-entering of development stage on July 1, 1994 through June
  30, 1999:

                                                             Cumulative from
                                                            the Re-entering of
                                                            Development Stage
                                        For the Year Ended     on June 30,
                                            June 30,            1993 through
                                       _______________________      July 1,
                                           1999       1998            1999
                                        ________________________________
Loss from continuing operations available
    to common stockholders (numerator)    $  -       $  -           $   -
                                        ________________________________
Loss from discontinued operations available
    to common stockholders (numerator)    $  -       $  -           $   -
                                         ________________________________
Weighted average number of
    common shares outstanding
    used in earnings per share
    during the period (denominator)      8,444,314    8,444,314     8,444,314
                                          ________________________________

  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.

                              F-10
  <PAGE>