SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB
                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

     For the quarterly period ended             Commission file number 333-6440
                3/31/98

                           DOWNSTREAM INCORPORATED-DSI
        (Exact name of small business issuer as specified in its charter)


                Utah                                    87-0567618
  (State or other jurisdiction of              (IRS Employer Identification
   incorporation or organization)                         Number)

      2046 E Murray Holladay Rd.
              Suite 202                                    84117
         Salt Lake City, Utah                            (Zip Code)
    Address of principal executive
               offices)

          Issuer's telephone number, including area code (801) 272-5174

            Check whether the issuer (1) filed all reports  required to be filed
   by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past
   12 months (or for 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


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

            State  the  number  of shares  outstanding  of each of the  issuer's
   classes of common equity, as of the latest practicable date.

            As of March 31, 1998, the issuer had outstanding 4,334,000 shares of
its Common Stock, $0.001 par value.


<PAGE>


                         PART I - FINANCIAL INFORMATION

   Item 1.  Financial Statements.

            The  unaudited  balance sheet of  Downstream  Incorporated-DSI  (the
   "Company") as of March 31, 1998 and the related  audited balance sheet of the
   Company  as of  December  31,  1997,  the  unaudited  related  statements  of
   operations  and cash flows for the three month  periods  ended March 31, 1998
   and March 31, 1997, the unaudited  statement of  stockholders  equity for the
   period  from  inception  to March 31,  1998,  and the notes to the  financial
   statements  are attached  hereto as Appendix "A" and  incorporated  herein by
   reference.

            The accompanying  financial statements reflect all adjustments which
   are, in the opinion of management,  necessary to present fairly the financial
   position of the Company.

            The Company was organized on November 26, 1996, and soon  thereafter
   issued  3,300,000  shares of its common  stock to its  founders  and to other
   shareholders.  The Company commenced a public offering of its common stock on
   April 28, 1997 pursuant to which it raised $51,700 in gross offering proceeds
   and issued an additional  1,034,000  shares of its common stock at the public
   offering  price of $0.05 per  share.  During  the third  quarter  of 1997 the
   Company  commenced  operations.  In September of 1997 a security division was
   created to participate in the security  industry.  The security  division has
   been the major source of revenue for the Company to this point in time.

   Item 2. Management's  Discussion and  Analysis  of  Financial  Condition  and
   Results of Operations.

   Results of Operations.

            During the three  months  ended  March 31,  1998,  the  Company  had
   operating revenues of $103,607, compared to operating revenues of $000.00 for
   the three month period ended March 31, 1997.

            Costs of sales for the three month period ended March 31, 1998  were
   $44,417,  compared to $000.00 costs of sales for the three month period ended
   March 31, 1997. The Company incurred general and  administrative  expenses of
   $19,168, for the three month period ended March 31, 1998, compared to general
   and administrative expenses of $1,903, for the period ended March 31, 1997.

             For the period ended March 31, 1998,  the Company had a  net profit
   of  $40,161,  resulting  in a net  profit per share of  apporximately  $0.01,
   compared  to a net loss of  $1,978,  resulting  in a net  loss  per  share of
   approximately $0.00, for the period ended March 31, 1997.

             The financial results  for the period  ended March 31, 1998 are not
   comparable  to the  results for the  quarter  ended  March 31, 1997  because,
   although the Company had been  organized,  the Company had not yet  commenced
   operations in 1997. The majority of the Company's time was being spent during
   the same period in 1997  preparing  for a public  offering  of the  Company's
   common stock.

            The Company's  profits during the three month period ended March 31,
   1998 were  attributed  to the  security  division  of the  Company  which was
   awarded 10 contracts  by U.S.  Satellite  to install  security  systems in 10
   different  Osco Drug Stores across the country.  These systems were installed
   during the first quarter.

            The Company  had  revenues  of $223 from  interest  on money  market
   accounts  during  the three  month  period  ended  March 31,  1998.

            General and  administrative  expenses should  generally be viewed as
   likely to recur in the normal  course of  business,  although  the amounts of
   such expenditures will vary.

<PAGE>

            Professional   fees   represent   one   component   of  general  and
   administrative  expenses.  Professional  fees reflect  legal,  accounting and
   other  consulting costs associated with the preparation and filing of reports
   to  the  U.S.  Securities  and  Exchange  Commission,  services  rendered  in
   connection with capital raising and financing transactions, and other general
   legal and accounting work.

   Balance Sheet Information

            Assets

            As of March 31, 1998, the Company  reported total assets of $58,228,
   up $40,161, from the $18,067, reported as of December 31, 1997.

            Current assets as of March 31, 1998 were $56,951,  up $40,245,  from
   the $16,706,  reported as of December 31, 1997. Fixed assets were $1,051,  as
   of March 31, 1998, down $69, from the $1,120,  of fixed assets reported as of
   December 31, 1997.

            Other assets were $226 as of March 31, 1998, down $15 from the $241,
   reported as of December 31, 1997.

            The change in total  assets  reflects  primarily an increase of cash
   received from net operating revenues.

            The change in current  assets  during the three month  period  ended
   March 31, 1998, reflects an increase in cash of $40,245.

            Other assets represent organizational costs net of amortization.

            Liabilities

            The Company had no liabilities as of March 31, 1998. The same amount
   was reported as of December 31, 1997.

   Liquidity and Capital Resources - March 31, 1998

            The Company had  operating  revenues of  $103,607,  during the three
   months ended March 31, 1998, and net income of $40,161. This has provided the
   Company with the ability to continue as a going concern for  approximately  9
   to 12 months.

            The  Company's  most  significant  cash  needs in 1998 will  include
   payment of general and administrative expenses,  marketing expenses to expand
   the  Company's  client base,  and other  expenses  relating to the  Company's
   financial consulting business, and the Company's security business.

            The Company may choose to seek in the future to expand its resources
   to take advantage of other  opportunities  as they may develop.  No assurance
   can be given that the Company's  resources will be adequate to take advantage
   of any such opportunity, or that such opportunities will ever materialize.




                      (This Space Intentionally Left Blank)



<PAGE>

                           PART II - OTHER INFORMATION



   Use of Proceeds from the Sale of Securities.

            Effective  September  2, 1997 the SEC  rescinded  the use of Form SR
   stating that the forms were "no longer  necessary or  appropriate",  but that
   the use of proceeds was "to be reported in each  periodic  report  thereafter
   until the registrant has disclosed the use of all of the proceeds".

            For the  period  ending  July  28,  1997 a Form SR was  filed by the
   Company  in which it  reported  that  after  deducting  the  expenses  of its
   underwriting  the  Company  was left with net  offering  proceeds of $40,516.
   Other  expenses  of  approximately  $5,450,  were  reported  in that  filing.
   Additional  expenses  of $9,864,  were  reported in the  Company's  quarterly
   report for the three month period ending September 30, 1997. Further expenses
   of $11,876,  were reported in the Company's annual report for the three month
   period  ending  December 31, 1997.  Since that time,  and for the three month
   period  ending  March 31, 1998,  the Company has spent net proceeds  from the
   offering as follows:

                             Rent:                                  900.00
                             Legal:                                  74.00
                             Accounting:                            000.00
                             Salaries:                            6,000.00
                             Misc. G&A:                           1,770.75
                             Travel expenses:                       000.00
                             Expenses incurred in
                             search for new clients:              1,000.00
                                                                  --------

                             Total:                               9,774.75

            This brings the total amount of net offering  proceeds  spent by the
   Company,  including  sums from the first report of July 28,  1997,  up to and
   including   this  report  for  the  period   ending  March  31,   1998,   to,
   approximately:  $36,934.75,  leaving approximately  $3,581.25 of net proceeds
   from the offering.

            The  aforementioned  uses of  proceeds  do not  represent a material
   change in the use of proceeds described in the prospectus.

   Item 6.  Exhibits and Reports on Form 8-K.

            (a)      There are no exhibits included with this report.

            (b) The  Company has filed no reports on Form 8-K during the quarter
   ended March 31, 1998.










                      (This Space Intentionally Left Blank)


<PAGE>


                                   SIGNATURES

            In accordance with the  requirements of the Securities  Exchange Act
   of 1934, the Registrant  caused this report to be signed on its behalf by the
   undersigned, thereunto duly authorized.

                                        DOWNSTREAM INCORPORATED-DSI
                                              (Registrant)



   Date: May 6, 1998         By:/s/ Barry A. Ellsworth
                                -----------------------
                                Barry A. Ellsworth
                                President

<PAGE>

APPENDIX "A"


                                DOWNSTREAM, INC.

                              FINANCIAL STATEMENTS

                       with accountants compilation report

                                 March 31, 1998




                                      F-1

<PAGE>



CONTENTS


Accountant Compilation Report........................................... F-3

Balance Sheet........................................................... F-4

Statements of Operations................................................ F-5

Statements of Stockholders' Equity...................................... F-6

Statements of Cash Flows................................................ F-7

Notes to the Financial Statements....................................... F-8




                                       F-2
<PAGE>
[LETTERHEAD]

                             Robert M. Jensen, CPA
                              50 South Main, #1450
                            Salt Lake City, UT 84144
                                 (801) 532-7800


ACCOUNTANT COMPILATION REPORT


The Board of Directors
Downstream, Inc.
Salt Lake City, Utah

I have compiled the accompanying  balance sheet of Downstream,  Inc. as of March
31, 1998,  and the related  statement  of income and retained  earnings and cash
flows  for the three  months  then  ended,  in  accordance  with  statements  on
standards for accounting and review services issued by the American Institute of
Certified Public Accountants.

A  compilation  is limited to  presenting,  in the form of financial  statement,
information  that is the  representation  of  management.  I have not audited or
reviewed the accompanying  financial statements and accordingly,  do not express
an opinion or any other form of assurance on them.

Generally accepted  accounting  principles require that deferred income taxes be
recognized  for the tax effects of  differences  between the  financial  and tax
bases of assets and  liabilities  and for operating  losses and tax credits that
are  available to offset  future  taxable  income.  The Company has not recorded
deferred taxes in the  accompanying  financial  statements.  The effects of this
departure  from  generally   accepted   accounting   principles  have  not  been
determined. (see note 2)


/s/ Robert M. Jensen


Robert M. Jensen, CPA
April 27, 1998



                                      F-3

<PAGE>
<TABLE>
<CAPTION>

                                DOWNSTREAM, INC.
                         (A Development Stage Company)
                                  Balance Sheet
                             March 31, 1998 and 1997
                                  (Unaudited)

ASSETS
                                                                                 March 31,                  March 31, 
                                                                                      1998                       1997

CURRENT ASSETS
<S>                                                                   <C>                        <C>
   Cash                                                               $             56,951       $                711 
                                                                      --------------------       --------------------          

     Total Current Assets                                                           56,951                        711 

FIXED ASSETS (Note 7)                                                                1,051                      1,129  

OTHER ASSETS (Note 4)                                                                  226                        288    
                                                                      --------------------       --------------------          

     TOTAL ASSETS                                                     $             58,228       $              2,128
                                                                      ====================       ====================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Accounts payable                                                   $             -            $                326    
                                                                      --------------------       --------------------          

     Total Current Liabilities                                                      -                             326 
                                                                      --------------------       --------------------               
     TOTAL LIABILITIES                                                              -                             326     
                                                                      --------------------       --------------------               
STOCKHOLDERS' EQUITY

   Preferred stock: 50,000,000 shares
    authorized of $0.001 par value, -0-
    shares issued and outstanding                                                   -          
   Common stock: 100,000 shares authorized
    of $0.001 par value, 4,334,000 shares
    issued and outstanding                                                           4,334                      3,330    
   Additional paid-in capital                                                       50,170                     11,441
   Retained Earnings                                                                 3,724                    (12,969)
                                                                      --------------------       --------------------               
     Total Stockholders' Equity                                                     58,228                      2,128     
                                                                      --------------------       --------------------               
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $             58,228       $             18,067     
                                                                      ====================       ====================               
</TABLE>


      The accompany notes are an integral part of the financial statements.

                                      F-4

<PAGE>
<TABLE>
<CAPTION>

                                DOWNSTREAM, INC.
                         (A Development Stage Company)
                            Statements of Operations
               For the Three Months Ending March 31, 1998 and 1997
                                  (Unaudited)


                                                                                                                        From 
                                                                                                                Inception on 
                                                                                                                November 26,
                                                                               For the Three Months Ending      1996 through
                                                                                                 March 31,         March 31, 
                                                                                      1998            1997              1998    
                                                                         ---------------------------------------------------
<S>                                                                      <C>                  <C>              <C>
REVENUES                                                                 $         103,607    $          -     $     116,282

COST OF SALES                                                                       44,417               -            44,417 
                                                                         -----------------    ------------     -------------
GROSS PROFIT                                                                        59,190               -            71,865

EXPENSES

   General and administrative                                                       19,168           1,903            67,973
   Depreciation and amortization                                                        84              75               391
                                                                         -----------------    ------------     -------------
     Total Expenses                                                                 19,252           1,978            68,364
                                                                         -----------------    ------------     -------------
NET INCOME FROM OPERATIONS                                               $          39,938    $     (1,978)    $       3,501      
                                                                         =================    ============     =============

OTHER INCOME

     Interest Income                                                                   223               -               223

NET INCOME                                                               $          40,161    $     (1,978)    $       3,724    
                                                                         =================    ============     =============

NET INCOME PER SHARE                                                     $             .01    $       (.00)    
                                                                         =================    ============

WEIGHTED AVERAGE NUMBERS
 OF SHARES OUTSTANDING                                                           4,334,000       3,493,165
                                                                         =================    ============
</TABLE>

     The accompanying notes are an integral part of the inancial statements.

                                      F-5

<PAGE>
<TABLE>
<CAPTION>

                                DOWNSTREAM, INC.
                         (A Development Stage Company)
                       Statements of Stockholders' Equity
               For the three months ending March 31, 1998 and 1997
                                  (Unaudited)
                                                                                                    Deficit
                                                                                                     Accumulated
                                                                                  Additional         During the
                                                          Common Stock              Paid-in          Development
                                                    Shares             Amount        Capital            Stage
                                                    ------             ------        -------            -----

<S>                                               <C>          <C>              <C>             <C>             
Balance, December 31, 1997                         4,334,000    $        4,334   $       50,170  $       (36,437)

Net Income for the three months
 March 31, 1998                                                                                           40,161
                                                                                                  --------------

Balance, March 31, 1998                             4,334,000   $        4,334   $       50,170   $        3,724
                                               ==============   ==============   ==============   ==============
</TABLE>



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

                                      F-6

<PAGE>
<TABLE>
<CAPTION>

                                DOWNSTREAM, INC.
                         (A Development Stage Company)
                            Statements of Cash Flows
               For the three months ending March 31,1998 and 1997
                                  (Unaudited)
                                                                                                                        From 
                                                                                                                Inception on 
                                                                                                                 November 26, 
CASH FLOWS FROM                                                  For the Three Months Period Ending              1996 through
 OPERATING ACTIVITIES                                          March 31, 1998          March 31, 1997          March 31, 1998    
                                                           ------------------------------------------------------------------
<S>                                                        <C>                     <C>                     <C>
  Net Income                                               $           40,161      $           (1,978)     $            3,724
  Adjustments to Reconcile Net Income
  (Loss) to Net Cash Used in Operating Activities:
  Stock issued for services                                                -                       -                    7,500
  Depreciation and amortization                                            84                      75                     391
                                                           ------------------      ------------------      ------------------
     Net Cash (Used) By Operating Activities                           40,245                  (2,106)                 10,256
                                                           ------------------      ------------------      ------------------

CASH FLOWS FROM INVESTING ACTIVITIES

  Fixed assets purchased                                                   -                   (1,189)                     -
  Organization costs paid                                                  -                       -                     (309)
                                                           ------------------      ------------------      ------------------
     Net Cash (Used) By Investing Activities                               -                       -                     (309) 
                                                           ------------------      ------------------      ------------------
CASH FLOWS FROM FINANCING ACTIVITIES

  Stock issue cost                                                         -                   (1,759)                (13,696)
  Common Stock issued for cash                                             -                       -                   60,700
                                                           ------------------      ------------------      ------------------
     Net Cash Provided By Financing Activities                             -                   (1,759)                 47,004   
                                                           ------------------      ------------------      ------------------

NET INCREASE IN CASH AND
 CASH EQUIVALENTS                                                      40,245                  (5,054)                 56,951

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                                                   16,706                   5,765                      -
                                                           ------------------      ------------------      ------------------
CASH AND CASH EQUIVALENTS AT END
 OF PERIOD                                                 $           56,951      $              711      $           56,951
                                                           ==================      ==================      ==================


Cash Paid For:

  Interest                                                 $               -
  Income taxes                                             $               -

</TABLE>


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

                                      F-7

<PAGE>

                                DOWNSTREAM, INC.
                          (A Development Stage Company)
            Notes to the Financial Statements March 31, 1998 and 1997
                                  (Unaudited)


NOTE 1 -     ORGANIZATION AND HISTORY

             a.  Organization

             The financial  statements  presented are those of Downstream,  Inc.
The Company was incorporated under the laws of the State of Utah on November 26,
1996.  The  Company was  incorporated  to engage in the  business  of  financial
consulting. During 1997, the Company formed a dba named Security Solutions, Inc.
to engage in the business of installing security systems.

             b.  Accounting Method

             The Company's  financial  statements are prepared using the accrual
method of accounting. The Company has elected a December 31 year end.

             c.  Cash and Cash Equivalents

             Cash equivalents include short-term, highly liquid investments with
maturities of three months or less at the time of acquisition.

             d.  Net Loss Per Share

             The computations of net loss per share of common stock are based on
the  weighted  average  number of shares  outstanding  during  the period of the
financial statements.

             e.  Provision for Taxes

             At  December  31,  1997,   the  Company  had  net  operating   loss
carryforwards of approximately $36,000 that may be offset against future taxable
income  through  2012.  In the  past no tax  benefit  has been  reported  in the
financial  statements  because  the Company  believes  there is a 50% or greater
chance the net operating loss carryforwards will expire unused. Accordingly, the
potential tax benefits of the net operating loss  carryforwards  are offset by a
valuation  allowance of the same amount. No provision for current taxes has been
made for this compiled statement

             f.  Estimates

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

             g.  Property, Equipment and Depreciation

             Property  and  equipment  are  carried  at  cost.  Depreciation  is
calculated using the straight-line  method over their estimated useful life of 5
years. Depreciation expense for December 31, 1997 was $239.

   
                                   F-8

<PAGE>

                                DOWNSTREAM, INC.
                          (A Development Stage Company)
            Notes to the Financial Statements March 31, 1998 and 1997
                                  (Unaudited)
 
NOTE 2 -     GOING CONCERN

             The Company's  financial  statements are prepared  using  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.  In the past, the audited financial  statements of the Company did not
have significant  cash or other material assets,  nor did it have an established
source of revenues  sufficient to cover its  operating  costs and to allow it to
continue as a going  concern.  The  accompanying  financial  statement  does not
include any adjustments that might result from the outcome of this  uncertainty.
The Company has begun its primary  operations.  Management feels that sales will
provide  sufficient  cash for the  operation of the  Company.  This is the first
period that the company  has started it primary  operations,  and the first time
the company has shown an operational income.

NOTE 3 -     STOCK TRANSACTIONS

             On December 10, 1996, the Company issued 1,500,000 shares of common
stock for services rendered by a related party. The shares were valued at $0.005
per share.
             On December 10, 1996, the Company issued  1,800,000 shares of stock
for cash at $0.005 per share.

NOTE 4 -     ORGANIZATION COSTS

             The Company is amortizing the non-recurring costs of organizing the
Company  over a five year  period.  Amortization  expense for March 31, 1998 and
December 31, 1997 and 1996 are $15 and $68, respectively.

NOTE 5 -     PUBLIC OFFERING

             The Company has  completed an offering of  1,034,000  shares of its
previously  unissued  common stock to the public at $0.05 per share in 1997. The
Company  incurred  offering  costs of $13,696  which  were  offset  against  the
proceeds of the offering in 1997.

NOTE 6 -     COMMITMENTS

             Officer  Compensation  - The  Company has  committed  to paying the
President  $2,000  per month  since more than  $50,000  was raised in the public
offering.  In  addition  to the  salaries,  the  Company  has  agreed to pay its
President and the other officers a commission of up to 20% of revenues generated
by their efforts.

NOTE 7 -     FIXED ASSETS
             Fixed assets at December  31, 1997 and March 31, 1998  consisted of
the following:

                                                1998                  1997
                                           -----------------     -------------

     Fax Machine                           $             424     $         424
     Televisions                                         935               935
                                           -----------------     -------------
                                                       1,359             1,359

     Less accumulated depreciation                      (307)             (239)
                                           -----------------     -------------

     Net fixed assets                      $           1,052     $       1,120
                                           =================     =============

             Depreciation expense for the years ended December 31, 1997 and 1996
was $239 and $0, respectively.

                                      F-9

<PAGE>

                          INDEPENDENT AUDITORS' REPORT


The Board of Directors
Downstream, Inc.
(A Development Stage Company)
Salt Lake City, Utah

We  have  audited  the  accompanying  balance  sheet  of  Downstream,   Inc.  (a
development stage company) as of December 31, 1997 and the related statements of
operations, stockholders' equity and cash flows for the years ended December 31,
1997 and 1996 and from inception on November 26, 1996 through December 31, 1997.
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 audits.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Downstream, Inc. (a development
stage company) as of December 31, 1997 and the results of its operations and its
cash flows for the years ended  December 31, 1997 and 1996 and from inception on
November  26, 1996  through  December  31,  1997 in  conformity  with  generally
accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the  Company  is a  development  stage  company  with no
significant  operating results to date which raises  substantial doubt about its
ability to continue as a going  concern.  Management's  plans in regard to these
matters are also  described in Note 2. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ Jones, Jensen & Company 

Jones, Jensen & Company
February 25, 1998

                                      F-10
<PAGE>

                                DOWNSTREAM, INC.
                         (A Development Stage Company)
                                 Balance Sheet


                                     ASSETS

                                                                 December 31,
                                                                     1997
                                                                     ----
CURRENT ASSETS

     Cash                                                         $     16,706
                                                                  ------------
          Total Current Assets                                          16,706

FIXED ASSETS (Note 7)                                                    1,120

OTHER ASSETS (Note 4)                                                      241
                                                                  ------------
          TOTAL ASSETS                                            $     18,067
                                                                  ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

     Accounts payable                                             $      -
                                                                  -----------
          Total Current Liabilities                                      -
                                                                  ----------- 
          TOTAL LIABILITIES                                              -
                                                                  -----------
STOCKHOLDERS' EQUITY

     Preferred stock: 50,000,000 shares
      authorized of $0.001 par value, -0-
      shares issued and outstanding                                      -
     Common stock: 100,000 shares authorized
      of $0.001 par value, 4,334,000 shares
      issued and outstanding                                             4,334
     Additional paid-in capital                                         50,170
     Deficit accumulated during the development stage                  (36,437)
                                                                  ------------ 
          Total Stockholders' Equity                                    18,067
                                                                  ------------
          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              $     18,067
                                                                  ============

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

                                      F-11