U.S. Securities and Exchange Commission
                      Washington, DC 20549


                          FORM 1O K SB/A


 [ X ] ANNUAL REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES
                            EXCHANGE
                           ACT OF 1934

             For the fiscal year ended June 30, 2000

                   Commission File No. 0-22678

                           XAIBE INC.

NEVADA                               76-0594907
(State or other
jurisdiction of incorporation)     (I.R.S. Employer Identification or
                                          organization Number)

 2400 Loop 35, #1502, Alvin, Texas  77512
             (Address of principal executive office)
                           (Zip code)

         Issuer's telephone number:      (281) 331-5580

 Securities registered under Section 12(b) of the Exchange Act:
                              NONE

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

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registration was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes X   No____

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is not contained in this form, and
no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10K SB or any
amendment to this Form 10K SB. [ X ]

State issuer's revenues for its most current fiscal year.     $-0-

State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the stock
was sold, or the average bid and asked prices of such stock, as
of a specific date within the past 60 days.  As of June 30,2000:
   $0.00

Check whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange
Act after distribution of securities under a plan confirmed by a
court.
Yes______    No______ Not applicable.

The number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.  1,500,000
SHARES COMMON STOCK

This Form 10K SB consists of 19 pages.



                        TABLE OF CONTENTS

                    FORM 10K SB ANNUAL REPORT

                           XAIBE INC.

Page
PART I

Item   1  Description of Business ..............................1

Item   2       Description of
          Property..............................................4
Item   3       Legal
          Proceedings.......................................... 4
Item   4       Submission of Matters to a Vote of Security
          Shareholders......................................... 5

PART II

Item   5       Market for the Registrant's Common Equity and
               related Stockholder
          Matter................................................6
Item   6       Management's Discussion and Analysis of
          Financial Condition and Results of Operations.........6
Item   7       Financial
          Statements............................................7
Item   8       Changes in and Disagreements on Accounting
          and Financial
Disclosure.....................................................16

PART III

Item   9       Directors, Executive Officers, Promoters and
          Control
               persons, Compliance with Section 16(a) of the
          Exchange
          Act..................................................16
Item 10        Executive Compensation....
          .....................................................17
Item 11        Security Ownership of Certain Beneficial Owners
          and
Management.....................................................17
Item 12        Certain Relationships and Related Transactions..18
Item 13        Exhibits and Reports on Form 8-K................18

Signatures.................................................... 19
PART I

Item 1.   Description of Business

          General Development of Business

XAIBE INC. (the Company or Registrant) was incorporated under the
laws of the State of Nevada on July 17, 1998, and is in the early
developmental  and  promotional stages.  To date,  the  Company's
only  activities have been organizational, directed at  acquiring
its  principal asset, raising its initial capital and  developing
its  business  plan.   The Company has not  commenced  commercial
operations.  The Company has no full time employees and  owns  no
real estate.

          Narrative Description of Business

The  Registrant acquired from David R. Mortenson, an  officer  of
the  Company,  the  rights to distribute and  produce  an  oxygen
enriched   water   product   for   fish   farming,   aquaculture,
mariculture, the husbandry of poultry, and for remediating animal
waste  from dairies, feedlots of all kinds, and for other similar
uses.  This agreement is for the State of Mississippi.  Mortenson
acquired  these rights from the inventors of the product,  N.  W.
Technologies,   Inc.  under  a  distribution   agreement.    This
technology promises to shorten time to market for farm raised sea
food  and  poultry and to cut costs in the processing  of  animal
waste, and at the same time making this waste less harmful to the
environment.  While proprietary and not patented, this process is
virtually  impossible  to  reverse engineer.   The  Company  will
"black box" the generator of this product to maintain control.

General Business Plan

Background: This project is the result of technology developed by
a  Houston  Texas  based  Company, N. W.  Technologies,  for  the
bioremediation  of oil spills.  N. W. Discerned that  creating  a
contact emulsifier, acting as a host for microbes, would speed up
the  process of bioremediating this spilled oil.  By breaking the
oil  into  colloidal (microscopic) particles, the  microbes  have
increased  surface area (better access to the  food  source)  and
thus could consume spilled oil much faster.

In  spite  of this better access to the food source, the microbes
still  need a ready supply of oxygen.  Below six to twelve inches
of  soil  depth, depending on soil type, the oxygen  exchange  is
virtually non existent, yet many oil spills reach far below  that
level.   A  process  called  sparging utilizes  perforated  pipes
placed  in the affected area that have air pumped into them  that
is  released  through  the perforations.  This  is  an  expensive
process to implement and may cause some of the volatile compounds
to  be  released cause secondary air pollution.  To counter  this
problem, N. W. Technologies created a product called Biocatalyst.

Biocatalyst is a water product with oxygen organically bonded  to
the  water molecule.   When the microbe's extra-cellular  enzymes
come  in  contact with the water/oxygen molecule structure,  they
release  this oxygen, making it available to the microbes.   This
process provides an inexpensive way to provide the microbes  with
oxygen   at   any   depth.   N.   W.   Technologies   and   their
distributors/applicators have proven that the use of this product
substantially speeds up the remediation times often by  a  factor
of  three to ten times.  N. W. Has ceased using ordinary water in
the   formulation  of  their  products  relying  exclusively   on
Biocatalyst, as Biocatalyst does everything that the  water  does
and  provides the extra oxygen needed when microbes are pre-mixed
with their emulsifiers.

  Since  N.  W.  Technologies only use for this product  was  for
bioremediationof  oil  spills, Mr. Mortenson  was  successful  in
obtaining the right for use of this product for aquaculture, fish
farming,   mariculture  the  husbandry  of   poultry,   and   the
remediation of manure ponds, and for aquariums.

The  Technology: While the technology for producing this  product
is  proprietary,  the  process is organic,  and  uses  any  water
source.  Once a generator is set up and producing, production can
continue  indefinitely provided that water is available  (minimum
of  15  gallons per hour, maximum 30 gallons per hour), that  the
generator  is  protected from freezing,  and  provided  that  the
Companies  'biomass' is added 5 days per week.  When  stored  for
use  in beverages or other products a dilution factor of  two-to-
one  must  be applied immediately, to insure long-term stability.
This  dilution is also required when used to water poultry.  When
discharged  immediately  into manure remediation  ponds  or  into
ponds   or  tanks  for  raising  seafood,  that  dilution  occurs
naturally.

As part of a production package, the Company will furnish to end-
users  the  generator, the initial culture to create  the  oxygen
enriched  water, and a regular supply of "biomass"  to  feed  the
generator.   The  client will supply a source  of  usable  water,
electrical   power  and  staff  to  feed  and  operate   of   the
generator(s).   As  currently  configured,  each  generator   can
produce 720 gallons of raw undiluted product per day.  Where more
than this volume is needed, multiple generators can be supplied.

The  Equipment:  The  equipment needed to build  a  generator  is
standard  off  the  shelf tankage, pumps and  plumbing  supplies.
These  are inexpensive and the generator only uses a six-foot  by
ten-foot  print.  Total cost of an industrial grade generator  is
less  than $5,000.00 per unit.  These units should give years  of
trouble  free  service provided they are not  abused,  burned  or
exposed to freezing conditions.

Markets:  The  Company's  main target markets  are:  Aquaculture,
Mariculture and Fish farming.  Fish farming, long used in Asia is
becoming one of the key sources of protein around the world.   In
the  US,  particularly  in southern states such  as  Mississippi,
catfish  farming,  crawfish farming and the  raising  of  rainbow
trout have led this market.  Along the gulf coast, shrimp farming
is  also rapidly gaining acceptance.  Virtually every state  game
department also raises various varieties of game fish to  release
into  public  waters.  The single largest problem encountered  in
fish  farming is oxygen exchange.  Utilizing one or more  of  the
Companies  generators  can  solve this  oxygen  exchange  problem
quickly  and  economically.  The company  will  lease  the  units
needed on an annual basis and supply the Biomass as required.

Husbandry   of  Poultry.   A  study  done  in  Washington   State
demonstrated  that  using oxygen-enriched water  had  significant
economic benefits.  In this study, fryers came to butcher  weight
one  day sooner (in a six week life span) with 5% less feed,  and
weighed 5% more using oxygen enriched water.  This market  offers
a  twofold  opportunity for the Company: first is the manufacture
of  the  product for the chickens to drink, second is the use  of
the product to accelerate microbial degradation of the manure.

Aquariums.  The pet market for fish is substantial.  The  company
plans  to  generate  and distribute our oxygen  enriched  product
through  pet stores and chains for use in aquariums - both  small
and  large facilities.  The extra oxygen will enable all bacteria
to  remain  aerobic (oxygen users) that help produce a  healthful
environment  for the fish and aquatic life.  Most of the  product
will  be  distributed  in gallon containers for  individual  use,
however,  the  Company may lease generators for large  facilities
such as Sea World.

      Because the Company presently has little or no overhead  or
other  material financial obligations, management of the  Company
believes that the Company's short term cash requirements  can  be
satisfied.  What little cash might be needed in the future  could
be  supplied by the issuance of the Company's common stock or  by
loans from directors or shareholders.

 Item     2    Description of Property

An  officer of the Registrant provides office facilities at  2400
Loop 35, #1502, Alvin, TX 77511.  There is no charge for the  use
of  these facilities.  The Company maintains no other office  and
owns no real estate.

Item 3    Legal Proceedings

There are no legal proceedings in which the Company is involved.

Item 4    Submission of Matters to a Vote of Security Holders

There  have  been no matters submitted to a vote of the  security
holders  during the fourth quarter of the fiscal year ended  June
30, 2000.






PART II

Item 5    Market for Common Equity and Related Stockholder
Matters

There is no public trading market for the Company's securities.

Item      6    Management Discussion and Analysis or Plan of
Operation

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

Liquidity and Capital Resources.  The Company is a development
stage company and has not had any revenues to date.  The Company
had no revenues during the year ended 2000.  The ability of the
Registrant toachieve its operational goals will depend upon its ability
implement its business plan.   Additional capital is needed to
continue or expand its operations, but there is no assurance that
such capital in equity or debt form will be available.  David R.
Mortenson has put a moratorium on the minimum purchase
requirements and other payments in an effort to assist the
Company in getting into business.

Results of Operations.  The Company is a development stage
company which generated no revenue during the past year.  The
Company accumulated a deficit of approximately 1498.00

Item 7    Financial Statements

Audited financial statements for the year ended June 30, 2000 and
for the period July 17, 1998 to June 30, 1999, follow.







                           XAIBE INC.

                (A DEVELOPMENT STAGE ENTERPRISE)






                          AUDIT REPORT

                         JUNE 30, 2000


















                    Janet Loss, C.P.A., P.C.
                  Certified Public Accountant
                   1780 S. Belaire, Suite 500
                     Denver, Colorado 80222






                           XAIBE INC.
                (A DEVELOPMENT STAGE ENTERPRISE)

                  INDEX TO FINANCIAL STATEMENTS

                       TABLE OF CONTENTS



ITEM                                                         PAGE

Report of Certified Public
Accountant...............................                    9


Balance Sheet, June 30,2000
 .....................................                        10

Statement  of  Operations,  for  the  Period  October  29,
1999(Inception)
Through June 30,2000
 ...........................................                  11

Statement  of  Stockholders' Equity (Deficit), October  29,  1999
(Inception)
Through June 30,2000............................             12

Statement of Cash Flows for the Period From October 29,
1999 (Inception) Through June 30,2000............            13

Notes to Financial Statements...............            14 & 15



                    Janet Loss, C.P.A., P.C.
                   Certified Public Accountant
                  1780 South Belaire, Suite 500
                     Denver, Colorado 80210
                         (303) 782-0878


                  INDEPENDENT AUDITOR'S REPORT
Board of Directors
XAIBE INC.
2400 Loop 35, #1502
Alvin, Texas  77511

Ladies and Gentlemen:

I have audited the accompanying Balance Sheet of XAIBE INC. (A
Development Stage Enterprise) as of June 30, 2000 and the
Statements of Operations, Stockholders' Equity, and Cash Flows
for the period July 17, 1998 (Inception) through 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.

My audit was made in accordance with generally accepted auditing
standards.  Those standards require that I plan and perform the
audits to obtain reasonable assurance as to 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.  I believe that our audit
provides a reasonable basis for our opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of XAIBE
INC. (a development stage enterprise) as of June 30, 2000, and
the results of its operations and changes in its cash flows for
the period from July 17 17, 1998 (Inception) through June 30,
2000, in conformity with generally accepted accounting
principles.




Janet Loss, C.P.A., P.C.
September 15, 2000







                           XAIBE INC.
                (A DEVELOPMENT STAGE ENTERPRISE)

                         BALANCE SHEETS
                  AS AT JUNE 30, 2000 AND 1999

                             ASSETS


                                            2000      1999
CURRENT ASSETS:
  CASH                                 $   939          $  2,437

OTHER ASSETS:
  LICENCE RIGHTS                         1,000             1,000

TOTAL           ASSETS:                  1,939             3,437

              LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES:
  ACCOUNTS PAYABLE, TRADE                 500                500

STOCKHOLDERS' EQUITY:
  COMMON STOCK, $0.001 PAR VALUE
  10,000,000 SHARES AUTHORIZED
  1,600,000 SHARES ISSUED AND
  OUTSTANDING                            1,600              1,600

  ADDITIONAL PAID-IN CAPITAL               19,900          19,900

  DEFICIT ACCRUED DURING THE
      DEVELOPMENT STAGE                 (20,061)           (18,563)

TOTAL STOCKHOLDERS' EQUITY               1,439             2,937
1,439   2,937

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                   $  1,939            $ 3,437


 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
                           STATEMENTS.




                           XAIBE INC.
                (A DEVELOPMENT STAGE ENTERPRISE)

                     STATEMENT OF OPERATIONS
         FOR THE YEAR ENDED JUNE 30, 2000 AND THE PERIOD
         JULY 17, 1998 (INCEPTION) THROUGH JUNE 30, 1999


                                   2000                1999

REVENUES:                            0                   0

OPERATING EXPENSES:

  ACCOUNTING AND LEGAL FEES          0               3,000
  OFFICE          EXPENSES       1,498                 558
  CONSULTING FEES                    0               5,000
  MANAGEMENT FEES                    0               5,000
  FILING FEES AND PREPARATION        0               5,005

TOTAL OPERATING EXPENSES         1,498              18,563

NET (LOSS) FOR THE PERIOD       (1,498)            (18,563)


NET  (LOSS)  PER  SHARE          (0.01)              (0.01)


WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING       1,600,000       1,600,000





 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THEASE FINANCIAL
                           STATEMENTS.
                           XAIBE INC.
                (A DEVELOPMENT STAGE ENTERPRISE)

           STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
             OR THE PERIOD JULY 17, 1998 (INCEPTION)
                      THROUGH JUNE 30, 2000

              COMMON                       DEFICIT
              STOCK                       ACCUMULATED
              NUMBER  COMMON   ADDITIONAL DURING THE      TOTAL
                OF     STOCK              DEVELOPMENT  STOCKHOLDERS
              SHARES  AMOUNT   PAID-IN     STAGE
                               CAPITAL                  EQUITY

Balances
July 17,
1998          0        0        0          0            0


October 6,
1998 Shares
issued for
Organization  500000   500      0          0            500
al Costs


May 28, 1999
Shares       1000000
Issued for             1000     0          0            1000
License


May 31,
1999, Shares
Issued for   100,000   100      19,900     0             20,000
Cash


Net ( Loss)
for the
Period ended
June 30,      0        0         0         (18,563)     (18,563)
1999

Balances
June 30,     1600000
1999                    1,600    19,900     (18,563)      2,937

Net (Loss)
for the Year
Ended June
30, 2000      0        0         0
                                            (1,498)      (1498)
__________________________________________________________________
Balances June 30,
2000         1600000   1600       19,900      (20,061)     1,439




       THE ACCOMPANYING NOTES ARE A INTEGRAL PART OF THESE FINANCIAL
                                 STATEMENTS

                           XAIBE INC.
                (A DEVELOPMENT STAGE ENTERPRISE)
                     STATEMENT OF CASH FLOWS

         FOR THE YEAR ENDED JUNE 30, 2000 AND THE PERIOD
         JULY 17, 1998 (INCEPTION) THROUGH JUNE 30, 1999


                                              2000            1999
CASH FLOWS PROVIDED BY (USED FOR)

CASH FLOWS FROM (TO) OPERATING
ACTIVITIES:

  NET INCOME (LOSS) FOR THE PERIOD            (1,498)          (18,563)
  NET INCREASE IN ACCOUNT PAYABLE              0                500


  TOTAL CASH FLOWS FROM (TO)
  OPERATING ACTIVITIES                        (1,498)          (18,063)


CASH FLOWS FROM INVESTING ACTIVITIES:

  PURCHASE OF LICENSE RIGHTS                   0               (1,000)


CASH FLOWS FROM (TO) FINANCING ACTIVITIES:

  ISSUANCE OF COMMON STOCKS                    0               21,500


NET INCREASE (DECREASE)
IN CASH FOR THE PERIOD                         ( 1,498)        2,437


CASH, BEGINNING OF PERIOD                      2,437            0

CASH, END OF PERIOD                              939            2,437


 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
                           STATEMENTS.
                           XAIBE INC.
                (A DEVELOPMENT STAGE ENTERPRISE)

                  NOTES TO FINANCIAL STATEMENTS
                          JUNE 30, 2000


NOTE I - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Activities

The Company was incorporated under the laws of the state of
Nevada in July 17, 1998, and is in the early developmental and
promotional stages.  To date, the Company's only activities have
been organizational directed acquiring its principal asset,
raising its initial capital and developing its business plan.
The Company has not commenced commercial operations.

Accounting Method

The Company records income and expenses on the accrual method.

Fiscal Year-End

The Company has elected the fiscal year-end to be June 30th.

NOTE II - LICENSE AGREEMENT

This agreement was made and entered into May 28, 1999 by David R
Mortenson & Associates, ("Grantor") and Xaibe, Inc. ("Licensee").
The Company has obtained the rights to market and manufacture the
oxygen-enriched water known as "Biocatalyst" now manufactured by
NW Technologies, Inc. ("NW") for which the product Grantor holds
the exclusive rights as evidenced by the Distribution Agreement
between NW and Grantor dated the 26th of March, 1998.



NOTE III - PRIVATE PLACEMENT

The Company offered a private placement of 100,000 shares of the
Company=s common stock by means of a private placement at $.20
per share pursuant to Regulation D Code 504.
Item 8 Changes and Disagreements with Accountants on Accounting
           and Financial Disclosures

There have been no changes or disagreements with the Company's
independent outside auditor.

Part III

Item 9    Directors, Executive Officers, Promoters and Control
Persons;
          Compliance with Section 16(a) of the Exchange Act

The Directors and Executive Officers of the registrant are as
follows:

     Name                         Age        Position
Period of Service

     John T. Bauska               48
                                             President and
                                             Director       7/98
                                             to present
     4741 Ashley Lake Drive
     Kalispell, MT 59901

     Dorothy Mortenson            51          Director &
                                              Secretary
                                              10/98 to present
     2400 Loop 35, #1502
     Alvin, TX 77512

The Directors of the Company hold office until the next annual
meeting of he shareholders and until their successors have been
elected and have qualified.  There is no family relationship
between and executive officer and director of the Company.

Business Experience.

John T. Bauska.  Mr. Bauska, who is the Company's President, has
served as an officer and director of the Company since its
inception.

Mr. Bauska is currently self-employed as a business consultant,
providing consulting services relating to mergers and
acquisitions in a wide variety of fields.  From 1995 to the
present Mr. Bauska has served as president of Canadex Ventures,
Inc., a Florida corporation engaged in the development of oil and
mineral resources.  From 1993 to the present, he has served as a
director of Bahalil, S.A. of Paris and Damascus, Syria.  Bahalil
is an international arms dealer as well as a thriving
construction concern.  Since 1991, Mr. Bauska has served as
president of Stratco, Inc., Kalispell, Montana, which is involved
in arms sales, import/export of arms and accessories as well as
weapons design, manufacture and finance.

Dorothy Mortenson.  Mrs. Mortenson, who is the Company's
Secretary, has served as an officer and director of the Company
since its organizational meeting on October 6, 1998.

From 1997 to the present, Mrs. Mortenson, together with her
husband, David R. Mortenson, has been engaged as a consultant,
assisting small emerging companies with marketing and sales.
Also in 1997, the Mortensons formed Safeco Products, Inc., a
Texas corporation that markets and distributes health
supplements. .  From 1990 to 1997 Mrs. Mortenson assisted her
husband in various enterprises in the country of Belize.

Item 10   Executive Compensation

During the year ended June 30, 2000, the officers of the Company
received no salary or benefits.  At the present time none of the
officers or directors receives any salaried compensation for
their services. The Company has no formal policy or plan
regarding payment of salaries, but should it pay them, it would
be in conformance with general business considerations as to the
payment of same, such as the desire to compensate officers and
employees for time spent on behalf of the Company.

No retirement, pension, profit sharing, stock option or insurance
programs or similar programs have been adopted by the Registrant
for the benefit of its employees.

No executive officer or director of the Company holds any option
to purchase any of the Company's securities.

Item      11   Security Ownership of Certain Beneficial Owners
and Management


     (a)       Security ownership of certain beneficial owners

The following table sets forth information, as of June 30,2000,
of persons known to the Company as being the beneficial
owner of over 5% of the Company's Common Stock.

Title      Name and Address of    Amount and Nature      Percent
           Beneficial Owner       Of Beneficial          of Class
                                  Ownership

Common    John T. Bauska                250,000               15.63
          4741 Ashley Lake Drive
          Kalispell, MT 59901

Common    David R. Mortenson            350,000             21.88
          2400 Loop 35, #1502
          Alvin, TX 77511



Common         Joshua D. Smetzer        100,000             06.25
               2101 Mustang Road
               Suite 113
               Alvin, TX 77024

Common         Marie M. Charles         100,000             06.25
               PO Box 4456
               Pasadena, TX 77503

Common         Joshua J. Mortenson      100,000             06.25
               808 Cemetery  Road
               Alvin, TX 77511
Common         Roy Donovan Hinton Jr.   100,000             06.25
               9200 Alameda Genoa Road
               Houston, TX 77075

          (b) Security Ownership of Management as of June 30,2000

Title      Name & Address of       Amount & Nature     Percent
           Beneficial Owner        Of Beneficial       of
                                   Ownership           Class

Common    John T. Bauska           250,000             15.63
          4714 Ashley Lake Drive
          Kalispell, MT 59901

          Dorothy Mortenson *                          0
          2400 Loop 35, #1502
          Alvin, TX 77511

* Dorothy Mortenson is the wife of David R. Mortenson who holds
350,000 shares of Common Stock.

Item 12   Certain Relationships and Related Transactions

None

Item 13   Exhibits and Reports for Form 8-K

There are no Exhibits or Reports on Form 8-K





SIGNATURES

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

XAIBE INC.

By:    /S/   John T. Bauska
Date: September 12, 2000
          John T. Bauska, Director and President


By: /S/  Dorothy Mortenson
Date: September12, 2000
             Dorothy Mortenson, Director and Secretary