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)

Registrant's telephone number, including area code:	310-858-5569

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 	X     	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
Captain's  Management  Corporation,  Inc.  has  engaged in developing vertical
market  applications,  virtual  inventory  systems  and  a  public interactive
display network  along  with  its  joint  venture  partner,  Touchvision, Inc.
Captain's Management Corporation, Inc. provides and integrates revenue sharing
interactive touch screen-based marketing and distribution systems, as well as,
creative solutions  to induce customer loyalty and purchases through premiums,
clubs and interactive programming. Captain's Management Corporation, Inc. also
provides for location and sponsorship related to both interactive touch screen
access e-tail and  retail.   Touchvision is a technology company that provides
software  applications,  development,  systems  integration,  and  operational
support  and  management,  enabling  its  customers to  publish and distribute
broadband   media,  create  e-commerce  enterprises  and  provide  interactive
information  and transaction services  both  over  the  internet  and  through
interactive kiosks.

On April 10, 2000,  Captain's   completed  the  acquisition  of  100%  of  the
outstanding common stock of RAIL, Inc.,  a  Nevada  corporation  ("RAIL"),  in
exchange  for  1,000,000 shares  of  Captain's Management's Common Stock.  The
acquisition was to further pursue Captain's business plan.

On May 30th, 2000, Captain's Management Corp. formed a wholly owned subsidiary
named Kiosk Solutions and  Management, Inc. The subsidiary was formed in order
to further pursue Captain's business plan.

                                    -2-

                            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".

                                 Employees

Management  consists  of  Jimmy H. Jin.  Mr. Jin acts as President, Treasurer,
Secretary, and Director.

There are six employees.

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 June 30, 2000 as prepared by Kurt D. Saliger,
   C.P.A

                                    -3-


Exhibits:

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.

27.1		8K/A                             Incorporated by reference The Company's
                                       8K/A acquisition of Rail. Filed Sep.13,
                                       2000

27.1  8K                               Incorporated by reference
                                           The Company's 8K formation of
                                           Kiosk subsidiary.  Filed Sept.5,
                                           2000


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: September 20, 2000

By:/s/ _________________________________
    Jimmy Jin,


                                     -4-


                      CAPTAINS MANAGEMENT CORPORATION, INC.

                              FINANCIAL STATEMENTS

                                 June 30, 2000





                    CAPTAINS MANAGEMENT CORPORATION, INC.

                                   CONTENTS


                                                         Page

     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









                                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 June 30, 2000,  and the
related statements of  operations,  changes  in stockholders' equity and cash
flows  for  the  six  months  in  the  period  ended  June  30,  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 June  30,  2000 and the results of their operations
and  its  cash  flows  for  the  six  month   period  ended 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  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 23, 2000




                       CAPTAINS MANAGEMENT CORPORATION, INC.
                           ( A Develpment Stage Company)
                                   BALANCE SHEET

                                 ASSETS

                                                      June 30, 2000

CURRENT ASSETS
   Cash                                                        $0
   Accounts Receivable                                         $0
                                                            _________
          TOTAL CURRENT ASSETS                                 $0

   PROPERTY AND EQUIPMENT, NET                            $77,315

   OTHER ASSETS
   Licensing Fees                                         $36,000
                                                          _________
                  TOTAL ASSETS                            $113,315


                        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
   1,027,000 shares                                           $119,376

   Additional Paid In Capital                                      $0
   Deficit Accumulated During
       Development Stage                                      ($6,061)
                                                              __________
TOTAL STOCKHOLDERS' EQUITY                                    $113,315
                                                              __________

          TOTAL LIABILITIES AND
          STOCKHOLDERS' EQUITY                                $113,315
                                                              ----------

                See accompanying notes to financial statements.

                                    -2-


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




                                              For the          August
                                               period         08, 1996
                                                ended        (inception)
                                               June 30,      to June 30,
                                                2000             2000
<TABLE>

<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        $3,361            $3,361
                                                ----------       ---------
          TOTAL OPERATING EXPENSES             $3,361            $6,061
                                                ----------       ---------
          INCOME (LOSS) FROM OPERATIONS       ($3,361)          ($6,061)
OTHER INCOME (EXPENSES)
           Gain on sale of assets                  $0                $0
           Interest expense                        $0                $0
                                                 ----------      ----------
INCOME (LOSS) BEFORE INCOME TAXES            ($3,361)             ($6,061)
           Income Taxes                            $0                   $0
                                              ---------         ----------
           NET PROFIT (LOSS)                  ($3,361)            ($6,061)
                                              ---------         ----------

           NET PROFIT (LOSS)
           PER SHARE                          ($0.0033)            (0.0059)
                                               __________         __________
AVERAGE NUMBER OF SHARES
OF COMMON STOCK OUTSTANDING                     1,027,000          1,027,000

</TABLE>

              See accompanying notes to financial statements.

                                     -3-




                  CAPTAINS MANAGEMENT CORPORATION, INC.
                     ( A Development Stage Company )
             STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                              June 30, 2000

                                Common Stock                   (Deficit)
                               --------------                 Accumulated
                     Number                   Additional         During
                       of                     Paid In         Development
                     Shares      Amount       Capital            Stage
                     --------    ---------    -----------      -----------

<TABLE>
<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)

Issued for assets
Rail, Inc.
04-10-00             1,000,000   $116,676              $0

Net (Loss), 06-30-00                                              ($3,361)
                     ---------   ----------       ---------        ---------
Balance  June
      30, 2000       1,027,000   $119,376              $0          ($6,061)
                    ==========   ==========       =========        =========

</TABLE>
                See accompanying notes to financial statements.

                                    -4-




                     CAPTAINS MANAGEMENT CORPORATION, INC.
                         (A Development Stage Company)
                           STATEMENT OF CASH FLOWS


                                                 Jan. 1          August 08,
                                                   to               1996
                                                  June           (inception)
                                                30, 2000     to June 30, 2000

<TABLE>

<S>                                              <S>               <S>
CASH FLOWS FROM
OPERATING ACTIVITIES

Net (Loss)                                       ($3,316)          ($6,016)
Amortization and depreciation                     $3,316            $3,316
                                                  ---------      ------------

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 June 30, 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
June  30, 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.
On April 10,2000 the Company acquired all of the issued and outstanding common
stock of Rail, Inc. in exchange for 1,000,000 shares of the  Company's  stock.
The acquisition was accounted for using the purchase method of accounting.

The Company has issued 1,027,000 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-