SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549

                               FORM 10-QSB

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

Commission File No.: 000-29161

                 CAPTAINS MANAGEMENT CORPORATION, INC.
         (Exact name of registrant as it appears in its charter)

      NEVADA	                                       88-0448017
(State or jurisdiction of                        (I.R.S. Employer
incorporation or organization)	                  Identification No.)

468 North Camden Avenue
Beverly Hills, California                          90210
(Address of Principal Executive Office)	           (Zip Code)
Code)

Registrant's telephone number, including area code:	310-858-5596

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

Class A Common Stock $0.0027 Par Value

Indicate  by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or such shorter period that the registrant was required to
file such reports) and  (2) has been subject to such filing requirements for the
past 90 days.	Yes 			No

At  the  end  of the quarter ending 3/31/2000  there were 5,000,000 issued and
outstanding shares of the registrants common stock.

There is no active market for the registrant's securities.

                                   [1]

PART I.	FINANCIAL INFORMATION

Item 1.	FINANCIAL STATEMENTS
See attached exhibit

Item 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This  statement  includes  projections  of future results and "forward-looking
statements" as that term is defined in Section  27A  of  the Securities Act of
1933 as amended (the "Securities Act"), and  Section  21E  of  the  Securities
Exchange Act of 1934 as amended (the "Exchange  Act"). All statements that are
included in this Registration Statement,  other  than statements of historical
fact, are forward- looking  statements.  Although Management believes that the
expectations  reflected in these forward-looking statements are reasonable, it
can give no  assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ materially from the
expectations are disclosed in this Statement, including, without limitation, in
conjunction with those forward-looking statements contained in this Statement.

Plan of Operation - General

The Company's plan is to seek, investigate, and if such investigation warrants,
acquire  an  interest in one or more business opportunities presented to it by
persons  or firms  desiring  the  perceived  advantages  of  a  publicly  held
corporation.   At  this  time,  the  Company has no plan, proposal, agreement,
understanding, or arrangement to acquire or merge with any specific business or
company, and the Company has not  identified  any specific business or company
for investigation and evaluation.   No member of Management or any promoter of
the Company, or an affiliate of  either, has had any material discussions with
any other company with respect to any acquisition of that company. The Company
will not restrict its search to any specific business, industry, or geographical
location, and may participate in  business  ventures  of virtually any kind or
nature. Discussion of the proposed business under this  caption and throughout
this Registration Statement is purposefully general and is not meant to restrict
the Company's virtually unlimited discretion to search  for  and  enter into a
business combination.

The Company may seek a combination with a firm which only  recently  commenced
operations, or a developing company in need of additional funds to expand into
new products or markets or seeking to develop a  new product or service, or an
established  business  which  may  be  experiencing   financial  or  operating
difficulties and  needs additional capital which is  perceived to be easier to
raise by a public company. In some instances, a business opportunity may involve
acquiring  or  merging  with  a  corporation  which  does not need substantial
additional cash but which desires to establish a public trading market for its
common stock.   The Company may purchase assets and  establish  wholly - owned
subsidiaries  in  various  businesses  or  purchase  existing   businesses  as
subsidiaries.

                                  [2]

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


Management  believes  that  the Company may be able to benefit from the use of
"leverage" to acquire a target  company.  Leveraging  a  transaction  involves
acquiring a business while incurring  significant  indebtedness  for  a  large
percentage  of  the  purchase  price  of  that  business.   Through  leveraged
transactions, the Company would be required to use less of its available funds
to acquire a target company and, therefore,  could  commit those  funds to the
operations of the business, to combinations with other target companies, or to
other activities.  The  borrowing  involved  in  a  leveraged transaction will
ordinarily be secured by the assets of the acquired business. If that business
is not able to  generate  sufficient  revenues  to  make  payments on the debt
incurred by the Company to acquire that business, the lender  would be able to
exercise the remedies  provided  by  law  or  by  contract.  These  leveraging
techniques, while reducing the amount of funds that the Company must commit to
acquire  a  business,  may  correspondingly  increase  the risk of loss to the
Company. No assurance can be given as to the terms or availability of financing
for any acquisition by the Company.  During  periods  when  interest rates are
relatively high, the benefits of leveraging are not as great as during periods
of  lower  interest  rates,  because  the investment in the business held on a
leveraged basis will only be profitable if it generates sufficient revenues to
cover the related debt and other costs  of  the  financing. Lenders from which
the Company may obtain funds for  purposes of a  leveraged buy- out may impose
restrictions on the future borrowing, distribution, and operating  policies of
the Company. It is not possible at this time to predict  the  restrictions, if
any, which  lenders  may  impose,  or  the  impact  thereof  on  the  Company.


The  Company  has  insufficient  capital  with  which to provide the owners of
businesses significant cash or other assets.   Management believes the Company
will  offer  owners  of  businesses  the  opportunity to acquire a controlling
ownership  interest  in  a  public  company at substantially less cost than is
required to conduct an initial public  offering.  The owners of the businesses
will, however, incur significant post-merger or acquisition registration costs
in the event they wish to register a portion  of  their  shares for subsequent
sale. The Company will also  incur  significant  legal and accounting costs in
connection with the acquisition of a business opportunity, including the costs
of preparing  post - effective  amendments, Forms 8-K, agreements, and related
reports and documents. Nevertheless, the officers and directors of the Company
have not conducted market research and are not aware of statistical data which
would support the perceived benefits of a merger or acquisition transaction for
the owners of a  businesses.  The Company does not intend to make any loans to
any prospective merger or acquisition  candidates  or  to  unaffiliated  third
parties.

                                 [3]

The  Company  will not restrict its search for any specific kind of firms, but
may acquire a  venture which is in its preliminary or development stage, which
is already in operation, or in essentially any stage of its corporate life. It
is impossible to  predict at this time the status of any business in which the
Company may become  engaged, in that such business may need to seek additional
capital, may desire to have  its  shares  publicly  traded,  or may seek other
perceived advantages which the Company may offer. However, the Company does not
intend to obtain funds in one  or  more  private  placements  to  finance  the
operation of any acquired  business opportunity until such time as the Company
has successfully consummated such a merger or acquisition. The Company also has
no plans to conduct any offerings under Regulation S.

Sources of Opportunities

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.  It  is  not  presently  anticipated  that  the  Company  will  engage
professional  firms  specializing in business acquisitions or reorganizations.


Management,  while  not  especially experienced in matters relating to the new
business of the Company, will rely upon their own efforts and, to a much lesser
extent, the efforts of the Company's shareholders, in accomplishing the business
purposes of the Company. It is not anticipated that any outside consultants or
advisors, other than the  Company's  legal  counsel  and  accountants, will be
utilized by the Company to effectuate its business purposes  described herein.
However, if the Company does retain such an outside consultant or advisor, any
cash fee earned by such  party  will  need  to  be  paid  by  the  prospective
merger/acquisition candidate,  as the Company has no cash assets with which to
pay such obligation. There have been no discussions, understandings, contracts
or agreements with any outside  consultants  and  none are  anticipated in the
future.  In  the  past,  the  Company's  management  has  never  used  outside
consultants  or  advisors  in  connection  with  a  merger  or  acquisition.


As is customary in the industry, the Company may pay a finder's fee for locating
an  acquisition  prospect. If any such fee is paid, it will be approved by the
Company's  Board  of  Directors  and  will  be in accordance with the industry
standards. Such fees are customarily between 1%  and  5%  of  the  size of the
transaction, based upon a sliding scale of the amount involved. Such  fees are
typically in the range of 5% on a $1,000,000 transaction ratably down to 1% in
a $4,000,000 transaction. Management has adopted a policy that such a finder's
fee or real estate brokerage fee could, in certain circumstances,  be  paid to
any employee, officer, director or 5%  shareholder  of  the  Company,  if such
person  plays  a  material  role  in  bringing  a transaction to the  Company.


The  Company  will  not  have  sufficient  funds  to undertake any significant
development, marketing, and manufacturing of any products which may be acquired.
Accordingly, if it acquires the rights to a product, rather than entering into
a merger or acquisition, it  most  likely  would  need  to seek debt or equity
financing  or  obtain  funding  from  third parties, in exchange for which the
Company would probably be required to  give  up  a  substantial portion of its
interest in any acquired product. There is no assurance  that the Company will
be able either to obtain additional financing or to interest  third parties in
providing funding for the further development, marketing and  manufacturing of
any products acquired.

                                   [4]

Evaluation of Opportunities

The  analysis of new business opportunities will be undertaken by or under the
supervision of the officers and directors of the Company ( see "Management" ).
Management  intends   to   concentrate  on  identifying  prospective  business
opportunities  which  may  be   brought   to  its  attention  through  present
associations with management. In analyzing prospective business opportunities,
management will consider, among other factors, such matters as;

1.	the available technical, financial and managerial resources
2.	working capital and other financial requirements
3.	history of operation, if any
4.	prospects for the future
5.	present and expected competition
6.	the quality and experience of management services which may be available and
   the depth of that management
7.	the potential for further research, development or exploration
8.	specific risk factors not now foreseeable but which then may be anticipated
   to impact the proposed activities of the Company
9.	the potential for growth or expansion
10.	the potential for profit
11.	the perceived public recognition or acceptance of products, services or
    trades
12.	name identification

Management  will meet personally with management and key personnel of the firm
sponsoring the  business  opportunity  as  part of their investigation. To the
extent possible, the Company intends to utilize  written  reports and personal
investigation to evaluate the above factors. The Company will  not  acquire or
merge with any company  for  which  audited  financial  statements  cannot  be
obtained.Opportunities  in which the Company participates will present certain
risks, many of which cannot  be  identified  adequately  prior  to selecting a
specific opportunity. The Company's shareholders  must,  therefore,  depend on
Management to identify and evaluate such risks. Promoters of some opportunities
may have been unable to develop a going concern  or  may present a business in
its development stage (in that it has not  generated significant revenues from
its principal business activities prior to  the Company's participation.) Even
after the Company's participation, there is a risk that the combined enterprise
may not become a going concern or advance  beyond the development stage. Other
opportunities  may  involve new and untested products,  processes,  or  market
strategies which may  not  succeed.  Such risks will be assumed by the Company
and, therefore, its shareholders.


The investigation  of  specific  business  opportunities  and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and other
instruments will require substantial management time and  attention as well as
substantial costs for accountants, attorneys, and others. If a decision is made
not to participate in a specific business opportunity the costs incurred in the
related investigation would  not  be  recoverable.  Furthermore,  even  if  an
agreement is reached for the participation in a specific business opportunity,
the  failure  to  consummate  that  transaction may  result in the loss by the
Company of the related costs incurred.

                                   [5]

There is the additional risk that the Company will not find a suitable target.
Management does not believe the Company will generate revenue without  finding
and completing a transaction with a suitable target company. If no such target
is found, therefore, no return  on  an  investment  in  the  Company  will  be
realized, and there will not, most likely, be a market for the Company's stock.

Acquisition of Opportunities

In implementing a structure for a particular business acquisition, the Company
may become a party to  a merger, consolidation, reorganization, joint venture,
franchise, or licensing  agreement  with another corporation or entity. It may
also purchase stock or assets of an  existing  business. Once a transaction is
complete, it is possible that the present management  and  shareholders of the
Company will not be in control of the Company. In addition, a  majority or all
of the Company's officers and directors  may,  as  part  of  the  terms of the
transaction, resign and be replaced  by  new  officers and directors without a
vote of the Company's shareholders.

It is anticipated  that  securities issued in any such reorganization would be
issued in reliance on exemptions from registration under applicable Federal and
state securities laws. In some circumstances, however, as a negotiated element
of this transaction, the  Company may agree to register such securities either
at the time the transaction  is  consummated,  under certain conditions, or at
specified time thereafter. The issuance of substantial  additional  securities
and their potential sale into any trading market  which  may  develop  in  the
Company's   Common  Stock  may  have  a  depressive  effect  on  such  market.


While  the  actual  terms of a transaction to which the Company may be a party
cannot be predicted,  it  may  be  expected  that  the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so called "tax free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to obtain tax free treatment  under  the  Code,  it  may  be
necessary for the owners of the acquired business  to  own  80% or more of the
voting stock of the surviving entity. In such event,  the  shareholders of the
Company, including investors in this offering,  would  retain less than 20% of
the issued and outstanding shares of the  surviving entity, which could result
in significant dilution in the equity of such shareholders.


As  part of the Company's investigation, officers and directors of the Company
will  meet personally with management and key personnel, may visit and inspect
material  facilities,  obtain  independent analysis or verification of certain
information  provided,  check  references of management and key personnel, and
take other reasonable investigative  measures,  to the extent of the Company's
limited financial resources and management expertise.

                                    [6]

The  manner  in which the Company participates in an opportunity with a target
company will depend on the nature of the opportunity, the respective needs and
desires of the  Company  and other parties, the management of the opportunity,
and the relative negotiating strength of the Company and such other management.
With respect to any mergers  or acquisitions, negotiations with target company
management will be expected to focus on the percentage of the Company which the
target company's shareholders would acquire in exchange for their shareholdings
in the target company. Depending upon, among other things, the target company's
assets and  liabilities,  the  Company's shareholders will, in all likelihood,
hold a lesser percentage ownership interest in the Company following any merger
or  acquisition.  The  percentage  ownership  may  be  subject  to significant
reduction in the event the Company acquires a target company with  substantial
assets. Any merger or acquisition effected by the Company can  be  expected to
have a significant dilutive effect on the  percentage  of  shares  held by the
Company's  then  shareholders,  including  purchasers  in  this  offering.


Management  has  advanced,  and will continue to advance, funds which shall be
used  by  the  Company in identifying  and  pursuing  agreements  with  target
companies.  Management  anticipates  that  these funds will be repaid from the
proceeds of any agreement with the target company, and that any such agreement
may, in fact, be contingent upon the repayment of those funds.

Competition

The  Company  is  an  insignificant  participant  among  firms which engage in
business combinations with, or financing of,  development - stage enterprises.
There are many established management  and  financial consulting companies and
venture capital firms which have  significantly greater financial and personal
resources, technical expertise and experience than the Company. In view of the
Company's limited financial resources and management availability, the Company
will continue to be at significant  competitive disadvantage vis - a - vis the
Company's competitors.

Year 2000 Compliance

The  Company  is  aware  of the issues associated with the programming code in
existing computer systems as the year 2000 approaches. The Company has assessed
these issues as they relate to the Company, and since the Company currently has
no  operating  business  and  does not use any computers, and since it has  no
customers, suppliers or other constituents, it does not believe that there are
any material year 2000 issues to disclose in this Form 10-SB.

Regulation and Taxation

The Investment Company Act of 1940 defines an "investment company" as an issuer
which  is  or  holds  itself out as being engaged primarily in the business of
investing, reinvesting or trading securities. While the Company does not intend
to engage in such activities,  the  Company  may  obtain  and  hold a minority
interest in a number of development stage enterprises. The  Company  could  be
expected to incur significant registration and compliance costs if required to
register under the Investment Company Act of 1940. Accordingly, management will
continue to review the Company's  activities  from  time  to  time with a view
toward  reducing  the  likelihood  the  Company  could  be  classified  as  an
"investment company".The Company intends to  structure a merger or acquisition
in such manner as to minimize Federal and state tax consequences to the Company
and to any target company.

                                    [7]

Employees

The  Company's  only  employees  at  the  present  time  are  its officers and
directors, who will devote as much time as the Board of Directors determine is
necessary to carry out the affairs of the Company. (See "Management").



The Company has had no operations during this quarter.

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings.
None

Item 2.	Changes in Securities
None

Item 3.	Default Upon Senior Securities
None

Item 4.	Submission of matters To a Vote of Security Holders
None

Item 5.	Other Information.
None

Item 6.	Exhibits and Reports on Form 10-Q
(a)	The following documents are filed as part of this report:
            Financial Statements as of March 31,  2000 as prepared by Kurt D.
            Saliger, C.P.A


Exhibits:

<TABLE>
<S>  <C>                        <C>
3.1		Articles of Incorporation	 Incorporated by
		                              reference The Company's Form 10	SB/A filed on
                                March 24th, 2000.


3.2		By-Laws        			         Incorporated by reference The Company's Form
                                10-SB/A filed on March 24th, 2000.

                            [8]


SIGNATURES

Pursuant  to  the  requirements  of  the  Securities Exchange Act of 1934, the
registrant has duly caused this report to  be  signed  on  its  behalf by  the
undersigned thereunto duly authorized.

Captain's Management Corporation, Inc.

Dated: August , 2000

By: /S/
Paul Salas, President


                                   [9]



                      CAPTAINS MANAGEMENT CORPORATION, INC.

                              FINANCIAL STATEMENTS

                                 MARCH 31, 2000













                    CAPTAINS MANAGEMENT CORPORATION, INC.

                                   CONTENTS


</TABLE>
<TABLE>
                                                         Page
     <S>                                                   <C>
     Independent Auditor's Report                          1

     Financial Statements

         Balance Sheet                                     2

         Statement of Operations                           3

         Statement of Changes in Stockholders' Equity      4

         Statement of Cash Flows                           5

         Notes to Financial Statements                     6-7

</TABLE>







                                KURT D. SALIGER

                          Certified Public Accountant

                         INDEPENDENT AUDITOR'S REPORT



Board of Directors
Captain's Management Corporation, Inc.
Las Vegas, Nevada

     I have  audited  the accompanying balance sheets of Captain's Management
Corporation, Inc. (a development stage company) as of March 31, 2000, and the
related statements of  operations,  changes  in stockholders' equity and cash
flows  for  the  three  months  in  the  period  ended March 31, 2000.  These
financial  statements are the responsibility of the Company's management.  My
responsibility  is  to express an opinion on these financial statements based
on my audits.

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

     In my opinion, the financial statements referred to above present fairly,
in  all,  material  respects,  the financial position of Captain's Management
Corporation, Inc., as of March  31,  2000 and the results of their operations
and  its  cash  flows  for  the  three  month period ended March 31, 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  4  to  the
financial  statements,  the  Company  has  had  no  operations  and  has   no
established  source  of  revenue.   This  raises  substantial doubt about its
ability to continue  as a going concern.  Management's planin regard to these
matters are also described in Note 4. The financial statements do not include
any  adjustments  that  might  result  from  the outcome of this uncertainty.



Kurt D. Saliger  C.P.A.
August 8, 2000


<TABLE>


                       CAPTAINS MANAGEMENT CORPORATION, INC.
                           ( A Develpment Stage Company)
                                   BALANCE SHEET
<CAPTION>
                                                         March 31, 2000

                        ASSETS
<S>                                                                <C>
CURRENT ASSETS
   Cash                                                            $0
   Accounts Receivable                                             $0
                                                                _________
          TOTAL CURRENT ASSETS                                     $0

   PROPERTY AND EQUIPMENT, NET                                     $0

   OTHER ASSETS                                                    $0
                                                                _________

                        LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts Payable                                                $0
   Accrued Liabilities                                             $0
   Current Portion, Long Term Debt                                 $0
                                                                _________
          TOTAL CURRENT LIAILITIES                                 $0

LONG-TERM DEBT                                                     $0
STOCKHOLDER'S EQUITY                                               $0
   Common Stock, no par value
   authorized 25,000,000 shares;
   issued and outstanding
   27,000 shares                                                2,700

   Additional Paid In Capital                                      $0
   Deficit Accumulated During
       Development Stage                                      ($2,700)
                                                              __________
TOTAL STOCKHOLDERS' EQUITY                                         $0
                                                              __________

          TOTAL LIABILITIES AND
          STOCKHOLDERS' EQUITY                                     $0
                                                              ----------
</TABLE>

          See accompanying notes to financial statements.

                                    -2-
<TABLE>

                     CAPTAINS MANAGEMENT CORPORATION, INC.
                       ( A Development Stage Company )
                          STATEMENT OF OPERATIONS
<CAPTION>

                                              For the          August
                                               period         08, 1996
                                                ended        (inception)
                                              March 31,      to March 31,
                                                2000             2000
<S>                                                <C>               <C>
REVENUES                                           $0                $0
COSTS OF REVENUES                                  $0                $0
                                               ----------       ----------
          GROSS PROFIT                             $0                $0

OPERATING EXPENSES
          Selling, general and
              administrative                       $0            $2,700
          Amortization and depreciation            $0                $0
                                                ----------       ---------
          TOTAL OPERATING EXPENSES                 $0            $2,700
                                                ----------       ---------
          INCOME (LOSS) FROM OPERATIONS            $0           ($2,700)
OTHER INCOME (EXPENSES)
           Gain on sale of assets                  $0                $0
           Interest expense                        $0                $0
                                                 ----------      ----------
INCOME (LOSS) BEFORE INCOME TAXES                  $0           ($2,700)
           Income Taxes                            $0                $0
                                                  ---------      ----------
           NET PROFIT (LOSS)                       $0           ($2,700)
                                                  ---------      ----------

           NET PROFIT (LOSS)
           PER SHARE                               $0.0000        (0.1000)
                                                  __________     __________
AVERAGE NUMBER OF SHARES
OF COMMON STOCK OUTSTANDING                         27,000          27,000

</TABLE>

              See accompanying notes to financial statements.

                                     -3-



<TABLE>
                  CAPTAINS MANAGEMENT CORPORATION, INC.
                     ( A Development Stage Company )
             STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                              March 31, 2000
<CAPTION>
                                Common Stock                   (Deficit)
                               --------------                 Accumulated
                     Number                   Additional         During
                       of                     Paid In         Development
                     Shares      Amount       Capital            Stage
                     --------    ---------    -----------      -----------
<S>                  <C>         <C>                  <C>        <C>
Issued for cash
08-08-96             27,000      $2,700               $0

Net (Loss), 08-08-96
(inception) to 12-31-96                                          ($2,700)
                     --------    ----------    -----------      -----------
Balance, Dec. 31, 96   27,000    $2,700               $0         ($2,700)

Net (Loss), 12-31-97                                                  $0
                     --------    ----------    -----------       ----------
Balance, Dec. 31, 97   27,000    $2,700               $0          ($2,700)

Net (Loss), 12-31-98                                                   $0
                     --------    ----------     ----------        ---------
Balance, Dec 31, 1998  27,000    $2,700                $0         ($2,700)

Net (Loss), 12-31-99                                                    $0
                     --------    ----------      ---------        ---------
Balance, Dec. 31, 1999  27,000   $2,700                $0         ($2,700)

Net (Loss), 03-31-00                                                   $0
                     ---------   ----------       ---------        ---------
Balance  March
      31, 2000        27,000      $2,700               $0          ($2,700)
                    ==========   ==========       =========        =========
</TABLE>

                See accompanying notes to financial statements.

                                    -4-


<TABLE>

                     CAPTAINS MANAGEMENT CORPORATION, INC.
                         (A Development Stage Company)
                           STATEMENT OF CASH FLOWS
<CAPTION>
                                                  Jan. 1
                                                    to          August 08,
                                                  March           1996
                                                 31, 2000      (inception)
                                                             to June 30, 2000
<S>                                                 <C>           <C>
CASH FLOWS FROM
OPERATING ACTIVITIES

Net (Loss)                                          $0            ($2,700)
Amortization and depreciation                       $0                 $0
                                                  ---------      ------------

CASH FLOWS FROM
OPERATING ACTIVITIES                                 $0           ($2,700)

Issue common stock                                   $0            $2,700
Treasury stock                                       $0                $0
                                                   ---------     ------------

Net increase
(decrease) in cash                                   $0                $0

Cash, Beginning
of Period                                            $0                $0
                                                    _________     ___________
Cash, End
of Period                                            $0                $0
                                                    =========     ===========
</TABLE>

                 See accompanying notes to financial statements.

                                     -5-




                       CAPTAINS MANAGEMENT CORPORATION, INC.
                            (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

     The  Company was organized August 08, 1996 under the laws of the State of
Nevada,  under  the  name  Captains  Management Corporation, Inc.  The Company
currently has no operations and, in accordance with  SFAS  #7, is considered a
development stage company.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Accounting Method
     The Company  records  income  and  expenses  on  the  accrual  method  of
accounting.

     Estimates
     The  preparation  of  financial  statements  in conformity with generally
accepted  accounting  principles  requires  management  to  make estimates and
assumptions that affect  the  reported  amounts  of  assets  and  liabilities,
disclosure of contingent assets and liabilities, and the reported  amounts  of
revenue and expenses during the reporting period.  Actual results could differ
from those estimates.

     For  the  statements  of cash flows, all highly liquid investments with a
maturity of three months or less are considered to be cash equivalents.  There
were no cash equivalents as of March 31, 2000.

     Fixed assets
     The Company does not maintain or control any fixed assets.

     Income taxes
     Income taxes are provided for using the liability method of accounting in
accordance with Statement of  Financial  Accounting  Standards  No.  109 (SFAS
# 109)  "Accounting for Income Taxes."  A deferred tax asset or  liability  is
recorded  for  all  temporary differences between financial and tax reporting.
Deferred tax expense  (benefit)  results  from  the net change during the year
deferred tax assets and liabilities.

                                     -6-


                      CAPTAINS MANAGEMENT CORPORATION, INC.
                        (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS (continued)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Loss per Share
     Net  loss per share is provided in accordance with Statement of Financial
Accounting  Standards  No. 128 (SFAS #128)  " Earnings Per Share."  Basic loss
per  share  is computed by dividing losses available to common stockholders by
the  weighted  average  number of common shares outstanding during the period.
Diluted  loss  per  share  reflects  per  share amounts that would resulted in
dilutive  common stock equivalents have been converted to common stock.  As of
March 31, 2000  the  Company  had no dilutive common stock equivalents such as
stock options.

NOTE 3 - STOCKHOLDERS' EQUITY

     The  authorized  common  stock  of  Captains Management Corporation, Inc.
consists of 25,000,000 shares with no par value per share.
The Company has issued 27,000 shares of its common stock.
The Company has no preferred stock.

NOTE 4 - GOING CONCERN

     The  Company's  financial  statements  are  prepared  using the generally
accepted  accounting   principles  applicable   to  a  going  concern,   which
contemplates the  realization  of assets and liquidation of liabilities in the
normal course  of  business.   However,  the  Company has no current source of
revenue.  Without  realization of additional capital, it would be unlikely for
the Company to continue as a going concern.

                                     -7-