FORM 10-KSB
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

[X] ANNUAL  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
    1934 For the fiscal year ended: April 30, 2000



                         Commission file number 0-29670

                               Dynadapt Systems, Inc.
                               -------------------
                 (Name of small business issuer in its charter)


                            CIK: 0001066551



Colorado                                         84-1491159
- --------                                     --------------------
State or other jurisdiction of              IRS Employer ID Number
Incorporation or organization


#400, 10200 W. 44th Ave., Wheat Ridge, CO 80033
- -------------------------------------------------------
(Address of principal executive offices)

Issuer's telephone number:             (303) 422-7674
                                      -----------------
Securities registered under Section 12(b) of the Exchange Act: None
                                                               -----

Securities registered under Section 12(g) of the Exchange Act: Common Stock,
no par value

(Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period  that the issuer 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 contained in this form, and no disclosure  will be contained,  to
the best of issuer's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X]

State issuer's  revenues for its most recent fiscal year: $0 ---

As of April 30, 2000  435,500 shares of the Company's  Common Stock, no par
value per share, were held by non-affiliates. There is no trading market for the
Company's Common Stock.


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                                TABLE OF CONTENTS

PART I                                                                     PAGE

     Item 1.   Description of Business                                         3
     Item 2.   Description of Property                                        16
     Item 3.   Legal Proceedings                                              16
     Item 4.   Submission of Matters to a Vote of Security Holders            16


PART II

     Item 5.   Market for Common Equity and Related Stockholder Matters       17
     Item 6.   Management's Discussion and Analysis or Plan of Operation      18
     Item 7.   Financial Statements                                           18
     Item 8.   Changes in and Disagreements With Accountants on Accounting    18
               and Financial Disclosure


PART III

     Item 9.   Directors, Executive Officers, Promoters and Control Persons;
               Compliance with Section 16(a) of the Exchange Act              19
     Item 10.  Executive Compensation                                         21
     Item 11.  Security Ownership of Certain Beneficial Owners and Management 22
     Item 12.  Certain Relationships and Related Transactions                 22
     Item 13.  Exhibits and Reports on Form 8-K                               23


SIGNATURES                                                                    24


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PART I


ITEM 1. DESCRIPTION OF BUSINESS

General

    Dynadapt System,  Inc.  ("Dynadapt" or the "Company") was incorporated under
the laws of the State of  Colorado  on April 30,  1998 to raise  capital  for an
Internet website related  project.  Minimal capital was raised and it engaged in
no business and remained  dormant  until  Spring  1999.  During  Spring 1999 the
Company raised $25,000 from an exempt  Offering under  Regulation D, Rule 504 of
the Securities and Exchange Commission (the "Offering").

         The company  business plan  originally  was to develop a website design
which would respond to an Internet  user's computer speed and link the user to a
tier of the website  which best matched the user's  terminal  capabilities.  The
concept would theoretically have allowed more sophisticated  website tiers to be
accessed  by higher  capacity  computer  terminals.  After  expending  funds for
consulting  fees to analyze the concept  with  Internet  service  providers  and
computer science  technicians,  the company concluded that while elements of the
concept might be achievable  on a limited  basis,  the main concept could not be
achieved  at this point due to the large  number of  variables  in the  Internet
system.  The  company  then  decided  to modify  its  business  plan to look for
acquisitions in the information technology area.

         At the  present  time  the  company  has not  identified  any  business
opportunity  that it plans to pursue,  nor has the company reached any agreement
or  definitive  understanding  with any person  concerning an  acquisition.  The
company  is filing  Form 10-SB on a  voluntary  basis in order to become a 12(g)
registered  company under the  Securities  Exchange Act of 1934. As a "reporting
company,"  the company may be more  attractive to a private  acquisition  target
because it may be listed to trade its shares on the OTCBB.

         The  Company  will  consider   acquisitions  of  operating  information
technology  companies for stock and debt.  Once this  Registration  Statement is
effective,  the  Company  will  become  a 12(g)  registered  company  under  the
Securities  Exchange  Act of 1934.  The Company can continue to offer to private
acquisition  targets the  opportunity to become a public company and establish a
public trading market for its securities.

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    Acquisitions  may be  made  by  purchase,  merger,  exchange  of  stock,  or
otherwise, and may encompass assets or a business entity, such as a corporation,
joint venture, or partnership. In connection with a merger or acquisition, it is
possible that the Company would issue an amount of stock constituting control of
the  Company  to the  acquisition  candidate.  Depending  upon the nature of the
transaction,  the  current  officers  and  directors  of the  Company may resign
management   positions  with  the  Company  in  connection  with  the  Company's
acquisition of a business  opportunity.  See "Form of  Acquisition,"  below, and
"Risk Factors - The Company - Lack of Continuity in Management." In the event of
such a resignation,  the Company's current management would not have any control
over the conduct of the Company's business  following the Company's  combination
with a business opportunity.

         The  Company's   investment   strategy  focuses  on  companies  in  the
information technology industry.

     The Company's  search is directed toward small and  medium-sized  companies
(See  "Investigation  and  Selection  of  Business  Opportunities")  who are (i)
recently  organized  with  no  operating   history,   or  a  history  of  losses
attributable  to   under-capitalization  or  other  factors;  (ii)  experiencing
financial  or  operating  difficulties;  (iii) in need of funds to develop a new
product or service or to expand into new markets;  (iv) relying upon an untested
product  or  marketing  concept;  or (v) a  combination  of the  characteristics
mentioned in (i) through  (iv).  Given the above  factors,  investors can expect
that acquisition candidates may have a history of losses or low profitability.

Investigation and Selection of Investment Opportunities

    The  Company's  management  has the  authority  and  discretion  to complete
acquisitions  without  submitting  any  proposal to the  stockholders  for their
consideration.  Management's  decisions  may  ultimately  adversely  impact  the
Company's  shareholders.  Unless required,  holders of the Company's  securities
should not anticipate that the Company will furnish them, prior to any merger or
acquisition, with financial statements, or any other documentation, concerning a
target company or its business.

    The analysis of business  opportunities  will be  undertaken by or under the
supervision  of  the  Company's  President.   See  "Management."  The  Company's
management  may also retain outside  consultants to assist in the  investigation
and  selection  of business  opportunities,  and might pay a finder's fee in the
form of stock. The following factors will be considered,  among other things, in
screening investment opportunities:

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1.  Potential  for revenue and earnings  growth,  indicated  by new  technology,
anticipated market expansion, or new products;

2. Strength and diversity of existing  management,  or management prospects that
are scheduled for recruitment;

3. Potential cost savings and economies of scale in operations;

4.  Capitalization on distribution  strength to enhance local sales and services
capabilities;

5. Expand national market presence;

6. How any  particular  business  opportunity  will be viewed by the  investment
community and by the Company's stockholders;

7. Whether,  following the business combination,  the financial condition of the
Company would be sufficient to enable the securities of the Company,  then or in
the foreseeable  future,  to qualify for listing on an exchange or on a national
automated  securities  quotation  system,  such as  NASDAQ,  so as to permit the
trading of such  securities  to be exempt from the  requirements  of Rule 15c2-6
recently adopted by the Securities and Exchange Commission.  See "Risk Factors -
The Company - Regulation of Penny Stocks."

8. Capital  requirements  and anticipated  availability of required funds, to be
provided  by the  Company or from  operations,  through  the sale of  additional
securities,  through  joint  ventures  or  similar  arrangements,  or from other
sources;

9. The extent to which the business opportunity can be advanced;

10.  Competitive  position as compared to other  companies  of similar  size and
experience  within the  industry  segment as well as within  the  industry  as a
whole;

11. The cost of  participation  by the  Company  as  compared  to the  perceived
tangible and intangible values and potential; and

12.  The  accessibility  of  required  management  expertise,   personnel,   raw
materials, services, professional assistance, and other required items.

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<PAGE>


     In regard to the  possibility  that the shares of the Company would qualify
for listing on NASDAQ,  the current  standards include the requirements that the
issuer of the securities  that are sought to be listed have net tangible  assets
of at least  $4,000,000 . Many, and perhaps most, of the business  opportunities
that might be potential  candidates for a combination with the Company would not
satisfy the NASDAQ listing criteria.

     No one of the factors  described above will be controlling in the selection
of a business  opportunity,  and management  will attempt to analyze all factors
appropriate to each  opportunity and make a determination  based upon reasonable
investigative  measures  and  available  data.  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.
Potential  investors  must  recognize  that,  because of the  Company's  limited
capital  available for  investigation  and  management's  limited  experience in
business analysis,  the Company may not discover or adequately  evaluate adverse
facts about the opportunity to be acquired.

    Prior to making a decision to  participate  in a business  opportunity,  the
Company  will  generally  request  that it be provided  with  written  materials
regarding the business  opportunity  containing  such items as a description  of
products,   services  and  company  history;   management   resumes;   financial
information; available projections, with related assumptions upon which they are
based; an explanation of proprietary products and services; evidence of existing
patents,  trademarks, or services marks, or rights thereto; present and proposed
forms of compensation to management;  a description of transactions between such
company and its affiliates during relevant periods; a description of present and
required  facilities;  an  analysis  of  risks  and  competitive  conditions;  a
financial  plan  of  operation  and  estimated  capital  requirements;   audited
financial  statements,  or  if  they  are  not  available,  unaudited  financial
statements,   together  with  reasonable   assurances  that  audited   financial
statements  would be able to be produced within a reasonable  period of time not
to  exceed  60 days  following  completion  of a merger  transaction;  and other
information deemed relevant.

     As part of the Company's  investigation,  the Company's  executive officers
and directors would meet  personally  with  management and key personnel,  would
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.

     It is  possible  that the range of  business  opportunities  that  might be
available  for  consideration  by the Company  could be limited by the impact of
Securities and Exchange  Commission  regulations  regarding purchase and sale of
"penny stocks." The regulations  would affect,  and possibly impair,  any market
that might develop in the Company's  securities  until such time as they qualify
for listing on NASDAQ or on another  exchange  which would make them exempt from
applicability of the "penny stock"  regulations.  See "Risk Factors - Regulation
of Penny Stocks."

                                       6

<PAGE>


     Company  management  believes  that various  types of  potential  merger or
acquisition  candidates might find a business combination with the Company to be
attractive.  These include  acquisition  candidates  desiring to create a public
market for their shares in order to enhance liquidity for current  shareholders,
acquisition  candidates  which have long-term  plans for raising capital through
the public sale of securities and believe that the possible prior existence of a
public  market  for  their  securities  would  be  beneficial,  and  acquisition
candidates  which  plan  to  acquire   additional  assets  through  issuance  of
securities rather than for cash, and believe that the possibility of development
of a public market for their securities will be of assistance in that process.

Acquisition  candidates,  which have a need for an immediate cash infusion,  are
not likely to find a potential  business  combination  with the Company to be an
attractive alternative.

Form of Acquisition

     It is impossible to predict the manner in which the Company may participate
in a business opportunity.  Specific business  opportunities will be reviewed as
well as the respective needs and desires of the Company and the promoters of the
opportunity  and,  upon the basis of that  review and the  relative  negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected.  Such structure may include,  but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and other contractual  arrangements.  The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing   such   structure  may  require  the  merger,   consolidation   or
reorganization  of the  Company  with other  corporations  or forms of  business
organization,  and although it is likely, there is no assurance that the Company
would  be  the  surviving  entity.  In  addition,  the  present  management  and
stockholders  of the Company  most likely will not have control of a majority of
the voting shares of the Company following a reorganization transaction. As part
of such a  transaction,  the  Company's  existing  directors  may resign and new
directors may be appointed without any vote by stockholders.

     It is likely that the Company will acquire its  participation in a business
opportunity  through the  issuance of Common  Stock or other  securities  of the
Company.  Although the terms of any such  transaction  cannot be  predicted,  it
should be noted that in  certain  circumstances  the  criteria  for  determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986,  depends upon the issuance to the stockholders of
the acquired company of a controlling  interest (i.e. 80% or more) of the common

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stock of the combined entities  immediately  following the reorganization.  If a
transaction  were structured to take advantage of these  provisions  rather than
other "tax free"  provisions  provided  under the  Internal  Revenue  Code,  the
Company's current  stockholders would retain in the aggregate 20% or less of the
total issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were  stockholders  of the Company  prior to
such  reorganization.  Any such issuance of additional shares might also be done
simultaneously  with a sale or transfer  of shares  representing  a  controlling
interest  in the  Company  by the  current  officers,  directors  and  principal
shareholders. (See "Description of Business - General").

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

    The  Company  will  participate  in a  business  opportunity  only after the
negotiation  and  execution of a written  agreement.  Although the terms of such
agreement  cannot  be  predicted,  generally  such an  agreement  would  require
specific  representations and warranties by all of the parties thereto,  specify
certain events of default,  detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing,  outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

    As a general matter,  the Company  anticipates  that it, and/or its officers
and  principal  shareholders  will  enter  into a  letter  of  intent  with  the
management,  principals or owners of a prospective business opportunity prior to
signing a binding agreement. Such a letter of intent will set forth the terms of
the proposed  acquisition but will not bind any of the parties to consummate the
transaction.  Execution  of a letter of intent  will by no means  indicate  that
consummation  of an acquisition is probable.  Neither the Company nor any of the
other  parties  to the  letter  of  intent  will  be  bound  to  consummate  the
acquisition unless and until a definitive  agreement  concerning the acquisition
as described  in the  preceding  paragraph is executed.  Even after a definitive
agreement  is  executed,  it is  possible  that  the  acquisition  would  not be
consummated  should  any  party  elect to  exercise  any right  provided  in the
agreement to terminate it on specified grounds.

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    It is anticipated that 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 and  substantial  costs for  accountants,  attorneys and others.  If a
decision were made not to participate in a specific  business  opportunity,  the
costs  theretofore   incurred  in  the  related   investigation   would  not  be
recoverable.  Moreover,  because many  providers  of goods and services  require
compensation at the time or soon after the goods and services are provided,  the
inability of the Company to pay until an  indeterminate  future time may make it
impossible to procure goods and services.

    In all probability,  upon completion of an acquisition or merger, there will
be a change in control through issuance of  substantially  more shares of common
stock.

     The  Company's  plan  of  business  may  involve  changes  in  its  capital
structure,  management,  control and business,  especially  if it  consummates a
reorganization  as  discussed  above.  Each of these areas is  regulated  by the
Investment Act, in order to protect purchasers of investment company securities.
Since the Company will not register as an investment company,  stockholders will
not be afforded  these  protections.  Any  securities,  which the Company  might
acquire in  exchange  for its  Common  Stock,  are  expected  to be  "restricted
securities"  within the meaning of the  Securities  Act of 1933, as amended (the
"Act").  If the  Company  elects to resell  such  securities,  such sale  cannot
proceed  unless  the   Securities   and  Exchange   Commission  has  declared  a
registration statement effective or an exemption from registration is available.
Section 4(1) of the Act,  which  exempts  sales of  securities  not  involving a
distribution,  would in all  likelihood  be available to permit a private  sale.
Although  the  plan of  operation  does not  contemplate  resale  of  securities
acquired, if such a sale were to be necessary,  the Company would be required to
comply with the provisions of the Act to effect such resale.

    An acquisition made by the Company may be in an industry, which is regulated
or  licensed  by  federal,  state or local  authorities.  Compliance  with  such
regulations can be expected to be a time-consuming and expensive process.

Competition

     The Company expects to encounter substantial  competition in its efforts to
locate attractive opportunities,  primarily from business development companies,
venture capital  partnerships and  corporations,  venture capital  affiliates of
large  industrial  and financial  companies,  small  investment  companies,  and
wealthy  individuals.  Many of these  entities will have  significantly  greater
experience,  resources  and  managerial  capabilities  than the Company and will

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therefore  be in a  better  position  than  the  Company  to  obtain  access  to
attractive business opportunities.  The Company also will experience competition
from other public  companies,  many of, which may have more funds available than
does the Company.

No Rights of Dissenting Shareholders

     The Company does not intend to provide Company  shareholders  with complete
disclosure  documentation  including audited financial statements,  concerning a
possible  target  company  prior  to  acquisition,   because  Colorado  Business
Corporation  Act vests authority in the Board of Directors to decide and approve
matters involving acquisitions;  however, share exchanges by Board authority are
limited to where not more than 20% of the Company's  equity is issued in a share
exchange,  otherwise,  a vote of shareholders is required. Any transaction would
be structured as an  acquisition,  not a merger,  with the Registrant  being the
parent company and the acquiree being a wholly owned  subsidiary.  Therefore,  a
shareholder will have no right of dissent under Colorado law.

Administrative Offices

     The Company current  business  address is 10200 W. 44th Avenue,  Suite 400,
Wheat Ridge, Colorado 90033. The Company's telephone number is (303) 422-7674.
Employees

    The Company is a  development  stage company and currently has no employees.
Management of the Company expects to use consultants,  attorneys and accountants
as necessary,  and does not anticipate a need to engage any full-time  employees
so long as it is seeking and  evaluating  business  opportunities.  The need for
employees  and their  availability  will be  addressed  in  connection  with the
decision  whether  or  not  to  acquire  or  participate  in  specific  business
opportunities. See "Executive Compensation" and under "Certain Relationships and
Related Transactions."

Risk Factors

1.  Conflicts of Interest.  Certain  conflicts of interest may exist between the
Company and its officers and directors.  They have other  business  interests to
which they  devote  their  attention,  and may be  expected to continue to do so
although  management time should be devoted to the business of the Company. As a
result,  conflicts  of  interest  may arise that can be  resolved  only  through
exercise of such judgment as is consistent with fiduciary duties to the Company.
See "Management," and "Conflicts of Interest."

2. Need For Additional Financing. Most of the Company proceeds received from the
Offering used for  consulting  about its business plan to exploit other business
opportunities the Company must seek additional  financing,  which may or may not

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be available.  The Company has not investigated  the  availability,  source,  or
terms that might govern the acquisition of additional capital and will not do so
until it  determines a need for  additional  financing.  If not  available,  the
Company's  operations  will be limited to those  that can be  financed  with its
available capital.

3.  Regulation  of Penny  Stocks.  The  Company's  securities  are  subject to a
Securities  and Exchange  Commission  rule that imposes  special sales  practice
requirements upon  broker-dealers who sell such securities to persons other than
established  customers or accredited  investors.  For purposes of the rule,  the
phrase "accredited investors" means, in general terms,  institutions with assets
in  excess  of  $5,000,000,  or  individuals  having a net  worth in  excess  of
$1,000,000  or having an annual  income that  exceeds  $200,000  (or that,  when
combined with a spouse's income, exceeds $300,000).  For transactions covered by
the rule, the broker-dealer  must make a special  suitability  determination for
the purchaser and receive the purchaser's  written  agreement to the transaction
prior  to  the  sale.   Consequently,   the  rule  may  affect  the  ability  of
broker-dealers to sell the Company's  securities and also may affect the ability
of purchasers in this offering to sell their securities in any market that might
develop therefore.

    In addition,  the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3,  15g-4,  15g-5, 15g-6, 15g-7, and 15g-9 under the Securities Exchange Act
of 1934, as amended. Because the securities of the Company may constitute "penny
stocks" within the meaning  of the rules, the  rules would apply  to the Company
and to its  securities.  The rules may further  affect the ability  of owners of
Shares to sell the  securities  of the  Company in any market that might develop
for them.

     Shareholders  should be aware that,  according to  Securities  and Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after

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prices  have been  manipulated  to a desired  level,  along  with the  resulting
inevitable  collapse of those prices and with consequent  investor  losses.  The
Company's  management is aware of the abuses that have occurred  historically in
the penny stock market. Although the Company does not expect to be in a position
to dictate the behavior of the market or of  broker-dealers  who  participate in
the market,  management will strive within the confines of practical limitations
to prevent the  described  patterns from being  established  with respect to the
Company's securities.

4. Lack of  Operating  History.  The  Company  was  organized  in April 1998 and
remained  dormant  until  Spring 1999 when it raised money to explore a business
plan involving internet websites. The Company is not profitable. The Company has
no  successful  operating  history . The Company faces all of the risks of a new
business and the special risks inherent in the  investigation,  acquisition,  or
involvement in a new business opportunity. The Company must be regarded as a new
or "start-up" venture with all of the unforeseen costs, expenses,  problems, and
difficulties to which such ventures are subject.

5. No  Assurance of Success or  Profitability.  There is  no-assurance  that the
Company  will  acquire a  favorable  business  opportunity.  Even if the Company
should become involved in a business opportunity,  there is no assurance that it
will  generate  revenues or profits,  or that the market price of the  Company's
Common Stock will be increased thereby.

6. Possible Business - Highly Risky. An investor can expect a potential business
opportunity to be quite risky. The Company's  acquisition of or participation in
a business  opportunity  will likely be highly  illiquid  and could  result in a
total loss to the Company and its  stockholders  if the business or  opportunity
proves to be unsuccessful.

7. Type of Business  Acquired.  The type of  business to be acquired  may be one
that desires to avoid  effecting  its own public  offering and the  accompanying
expense, delays, uncertainties, and federal and state requirements which purport
to  protect  investors.  Moreover,  any  business  opportunity  acquired  may be
currently unprofitable or present other negative factors.

8. Impracticability of Exhaustive Investigation. The Company's limited resources
and the lack of  full-time  management  will  likely  make it  impracticable  to
conduct a complete  and  exhaustive  investigation  and  analysis  of a business
opportunity  before the Company commits its capital or other resources  thereto.
Management   decisions,   therefore,   will  likely  be  made  without  detailed
feasibility studies, independent analysis, market surveys and the like which, if
the Company had more funds available to it, would be desirable. The Company will
be particularly  dependent in making decisions upon information  provided by the
promoter,  owner,  sponsor,  or others associated with the business  opportunity
seeking the Company's participation.  A portion of the Company's available funds
may be  expended  for  investigative  expenses  and other  expenses  related  to
preliminary aspects of completing an acquisition transaction, whether or not any
business opportunity investigated is eventually acquired.

                                       12

<PAGE>

9. Lack of Diversification.  Because of the limited financial-resources that the
Company  has, it is  unlikely  that the Company  will be able to  diversify  its
acquisitions or operations.  The Company's  probable  inability to diversify its
activities  into  more  than one area  will  subject  the  Company  to  economic
fluctuations within a particular business or industry and therefore increase the
risks associated with the Company's operations.

10.  Reliance upon  Financial  Statements.  The Company  generally  will require
audited financial  statements from companies that it proposes to acquire.  Given
cases where audited financials are available, the Company will have to rely upon
interim period unaudited  information received from target companies' management
that  has not  been  verified  by  outside  auditors.  The  lack of the  type of
independent  verification  which audited  financial  statements  would  provide,
increases the risk that the Company,  in evaluating an  acquisition  with such a
target company, will not have the benefit of full and accurate information about
the  financial  condition  and recent  interim  operating  history of the target
company. This risk increases the prospect that the acquisition of such a company
might  prove to be an  unfavorable  one for the  Company  or the  holders of the
Company's securities.

     Moreover,  the Company will be subject to the  reporting-provisions  of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and thus will
be required  to furnish  certain  information  about  significant  acquisitions,
including  audited  financial  statements  for any  business  that it  acquires.
Consequently,  acquisition  prospects that do not have, or are unable to provide
reasonable  assurances  that they will be able to obtain,  the required  audited
statements  would  not  be  considered  by the  Company  to be  appropriate  for
acquisition  so long  as the  reporting  requirements  of the  Exchange  Act are
applicable.  Should  the  Company,  during  the time it  remains  subject to the
reporting  provisions of the Exchange Act,  complete an acquisition of an entity
for which audited  financial  statements prove to be  unobtainable,  the Company
would  be  exposed  to  enforcement  actions  by  the  Securities  and  Exchange
Commission (the  "Commission")  and to corresponding  administrative  sanctions,
including  permanent  injunctions  against the Company and its  management.  The
legal and other costs of  defending a Commission  enforcement  action would have
material,  adverse consequences for the Company and its business. The imposition
of  administrative  sanctions  would  subject  the  Company to  further  adverse
consequences.

     In addition,  the lack of audited  financial  statements  would-prevent the
securities  of the Company from becoming  eligible for listing on NASDAQ,  or on
any existing stock exchange.  Moreover, the lack of such financial statements is
likely to  discourage  broker-dealers  from  becoming or  continuing to serve as

                                       13
<PAGE>

market  makers in the  securities  of the  Company.  Without  audited  financial
statements,  the Company  would almost  certainly be unable to offer  securities
under a registration  statement  pursuant to the Securities Act of 1933, and the
ability of the Company to raise  capital  would be  significantly  limited until
such financial statements were to become available.

11. Other  Regulation.  An acquisition  made by the Company may be of a business
that is  subject  to  regulation  or  licensing  by  federal,  state,  or  local
authorities.  Compliance with such  regulations and licensing can be expected to
be  a   time-consuming,   expensive  process  and  may  limit  other  investment
opportunities of the Company.

12. Dependence upon Management; Limited Participation of Management. The Company
currently  has only  three  individuals  who are  serving  as its  officers  and
directors. The Company will be heavily dependent upon their skills, talents, and
abilities to implement its business plan, and may, from time to time,  find that
the inability of the officers and directors to devote their full time  attention
to  the  business  of  the  Company  results  in  a  delay  in  progress  toward
implementing its business plan. See "Management."  Because investors will not be
able to evaluate the merits of possible  business  acquisitions  by the Company,
they should critically assess the information  concerning the Company's officers
and directors.

13. Lack of  Continuity in  Management.  The Company does not have an employment
agreement  with  its  officers  and  directors,  and as a  result,  there  is no
assurance they will continue to manage the Company in the future.  In connection
with  acquisition of a business  opportunity,  it is likely the current officers
and directors of the Company may resign  subject to compliance  with Section 14f
of the Securities  Exchange Act of 1934. A decision to resign will be based upon
the identity of the business opportunity and the nature of the transaction,  and
is  likely to occur  without  the vote or  consent  of the  stockholders  of the
Company.

14. Indemnification of Officers and Directors. Colorado Revised Statutes provide
for the indemnification of its directors, officers, employees, and agents, under
certain  circumstances,  against  attorney's fees and other expenses incurred by
them in any  litigation  to  which  they  become  a  party  arising  from  their
association  with or activities on behalf of the Company.  The Company will also
bear  the  expenses  of  such  litigation  for any of its  directors,  officers,
employees,  or agents,  upon such person's promise to repay the Company therefor
if it is ultimately determined that any such person shall not have been entitled
to  indemnification.  This  indemnification  policy could result in  substantial
expenditures by the Company, which it will be unable to recoup.

                                       14

<PAGE>

15.  Director's  Liability  Limited.  Colorado Revised Statutes exclude personal
liability  of its  directors  to the Company and its  stockholders  for monetary
damages for breach of fiduciary duty except in certain specified  circumstances.
Accordingly,  the Company will have a much more limited right of action  against
its directors than otherwise  would be the case.  This provision does not affect
the liability of any director under federal or applicable state securities laws.

16. Dependence upon Outside Advisors.  To supplement the business  experience of
its officers and directors,  the Company may be required to employ  accountants,
technical experts, appraisers,  attorneys, or other consultants or advisors. The
Company's  President without any input from stockholders will make the selection
of any such advisors.  Furthermore,  it is anticipated  that such persons may be
engaged  on an "as  needed"  basis  without  a  continuing  fiduciary  or  other
obligation to the Company.  In the event the President of the Company  considers
it  necessary  to hire  outside  advisors,  he may elect to hire persons who are
affiliates, if they are able to provide the required services.

17.  Leveraged  Transactions.  There is a possibility  that any acquisition of a
business  opportunity  by the Company may be  leveraged,  i.e.,  the Company may
finance the  acquisition of the business  opportunity  by borrowing  against the
assets of the  business  opportunity  to be acquired,  or against the  projected
future revenues or profits of the business opportunity.  This could increase the
Company's exposure to larger losses. A business  opportunity  acquired through a
leveraged  transaction  is profitable  only if it generates  enough  revenues to
cover the  related  debt and  expenses.  Failure  to make  payments  on the debt
incurred to purchase  the  business  opportunity  could  result in the loss of a
portion or all of the assets  acquired.  There is no assurance that any business
opportunity  acquired through a leveraged  transaction will generate  sufficient
revenues to cover the related debt and expenses.

18. Competition. The search for potentially profitable business opportunities is
intensely  competitive.  The  Company  expects  to  be  at a  disadvantage  when
competing  with  many  firms  that  have  substantially  greater  financial  and
management  resources  and  capabilities  than the  Company.  These  competitive
conditions  will  exist  in  any  industry  in  which  the  Company  may  become
interested.

19. No Foreseeable  Dividends.  The Company has not paid dividends on its Common
Stock and does not anticipate paying such dividends in the foreseeable future.

20.  Loss of Control by Present  Management  and  Stockholders.  The Company may
consider an  acquisition in which the Company would issue as  consideration  for
the business  opportunity  to be acquired an amount of the Company's  authorized

                                       15

<PAGE>

but  unissued  Common  Stock that  would,  upon  issuance,  represent  the great
majority of the voting  power and equity of the  Company.  The result of such an
acquisition  would be that the acquired  company's  stockholders  and management
would  control the Company,  and persons  unknown  could  replace the  Company's
management  at this  time.  Such a merger  would  result  in a  greatly  reduced
percentage of ownership of the Company by its current shareholders.

21.  Volatility of Stock Price.  Recent history  relating to the market price of
the Company's stock, indicates the market price is highly volatile. Factors such
as those discussed in this "Risk Factors" section may have a significant  impact
upon  the  market  price  of the  securities.  Owing  to the  low  price  of the
securities,  many brokerage  firms may not be willing to effect  transactions in
the securities.  Further,  many lending  institutions will not permit the use of
such securities as collateral for any loans.


ITEM 2. DESCRIPTION OF PROPERTY

     The Company has no  property.  The  Company  currently  maintains a mailing
address at 10200 W. 44th Avenue,  Suite 400, Wheat Ridge,  Colorado  80033.  The
Company pays no rent for offices.

ITEM 3. LEGAL PROCEEDINGS

    The Company is not a party to any  pending  legal  proceedings,  and no such
proceedings are known to be contemplated.

     No director, officer or affiliate of the Company, and no owner of record or
beneficial  owner of more than 5.0% of the  securities  of the  Company,  or any
associate of any such director, officer or security holder is a party adverse to
the Company or has a material  interest  adverse to the Company in  reference to
any litigation.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        No matters  were  submitted  by the  Company to a vote of the  Company's
shareholders through the solicitation of proxies or otherwise, during the fourth
quarter of the fiscal year covered by this report.

                                       16


<PAGE>

PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The  Company's  shares of common  stock have  never been  traded on the
Over-the-Counter  Bulletin  Board or "Pink  Sheets."  No bid or ask has ever has
ever been quoted.

     At April 30, 2000,  there were 30 holders of record of the Company's stock,
respectively.  No dividends  have been paid to date and the  Company's  Board of
Directors does not anticipate paying dividends in the foreseeable future.

        Effective  August 11, 1993, the Securities and Exchange Commission  (the
"Commission")  adopted Rule 15g-9,  which established the definition of a "penny
stock," for purposes relevant to the Company,  as any equity security that has a
market price of less than $5.00 per share or with an exercise price of less than
$5.00 per share, subject to certain exceptions.  For any transaction involving a
penny  stock,  unless  exempt,  the rules  require:  (i) that a broker or dealer
approve a person's account for transactions in penny stocks;  and (ii) that the
broker  or  dealer  receive  from  the  investor  a  written  agreement  to  the
transaction,  setting  forth the  identity and quantity of the penny stock to be
purchased.  In order to approve a person's  account for  transactions  in penny
stocks,  the  broker  or  dealer  must  (i)  obtain  financial  information  and
investment  experience and objectives of the person;  and (ii) make a reasonable
determination that the transactions in penny stocks are suitable for that person
and that person has sufficient  knowledge and experience in financial matters to
be capable of evaluating the risks of transactions  in penny stocks.  The broker
or dealer  must also  deliver,  prior to any  transaction  in a penny  stock,  a
disclosure  schedule  prepared  by the  Commission  relating  to the penny stock
market,  which,  in highlight form, (i) sets forth the basis on which the broker
or dealer made the suitability determination; and (ii) states that the broker or
dealer  received a signed,  written  agreement  from the  investor  prior to the
transaction.  Disclosure  also has to be made  about the risks of  investing  in
penny  stock in both  public  offerings  and in  secondary  trading,  and  about
commissions payable to both the broker-dealer and the registered representative,
current  quotations for the securities and the rights and remedies  available to
an  investor  in cases of fraud in penny stock  transactions.  Finally,  monthly
statements  have to be sent  disclosing  recent price  information for the penny
stock held in the account and information on the limited market in penny stocks.

                                       17
<PAGE>

Dividends

        The Company has not paid any  dividends to date,  and has no plans to do
so in the immediate future.


ITEM  6.  MANAGEMENT'S   DISCUSSION  AND  ANALYSIS  OF  OPERATIONS  OR  PLAN  OF
OPERATIONS.

Results of Operations for the year ended April 30, 2000 compared to year ended
April 30, 1999.
--------------------------------------------------------------------------------

     The Company had no revenues from  operations in the year 2000 or 1999.  The
Company  incurred  expenses of $15,815 in 2000 compared to expenses of $8,095 in
1999. The increase in expenses from 1999 was largely  related to accounting fees
for audit  work of  $5,750.  The  Company  had a net loss of  ($15,815)  in 2000
compared to  ($8,095) in 1999.  The loss per share was ($.03) in 2000 and ($.02)
in 1999.

     The losses should be expected to continue  until a profitable  business can
be achieved through merger,  acquisition,  or development, of which there can be
no assurance.

Liquidity and Capital Resources
-------------------------------

     The Company has no capital  resources or liquidity  except through  private
placement of stocks.

     At year end,  the Company had $628  operating  capital and is reliant  upon
advances from shareholders or loans to pay any expenses incurred.

ITEM 7 - FINANCIAL STATEMENTS

        The  response to this item is  submitted  as a separate  section of this
report beginning on page F-1.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

     None. There have been no changes of accountants nor disagreements  with any
prior accountant since there have been no prior accountants.

                                       18

<PAGE>

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

    The directors and executive  officers  currently  serving the Company are as
follows:

Name                                        Position                   Term
----                                        --------                   ----

Wesley F. Whiting          President and Director                      Annual

Reginald T. Green          Secretary and Director                      Annual

     The directors  named above will serve until the next annual  meeting of the
Company's stockholders. Thereafter, directors will be elected for one-year terms
at the annual stockholders'  meeting.  Officers will hold their positions at the
pleasure of the board of directors,  absent any employment  agreement,  of which
none  currently  exists  or  is   contemplated.   There  is  no  arrangement  or
understanding  between the  directors  and officers of the Company and any other
person  pursuant to which any  director or officer was or is to be selected as a
director or officer.

     The  directors  and  officers of the  Company  will devote such time to the
Company's  affairs on an "as needed"  basis.  As a result,  the actual amount of
time, which they will devote to the Company's affairs,  is unknown and is likely
to vary substantially from month to month.

Biographical Information

     Wesley Whiting, Director, age 69. Mr. Whiting was President,  director, and
secretary of Berge Exploration,  Inc.  (1978-88) and President,  vice president,
and director of NELX, Inc.  (1994-1998),  and was vice president and director of
Intermountain   Methane  Corporation   (1988-91),   and  President  of  Westwind
Production,  Inc.  (1997-1998).  He was a director of Kimbell deCar  Corporation
since  1998,  until 2000 and he has been  President  and a director  of Dynadapt
System,  Inc. since 1998. He was a Director of Colorado Gold & Silver, Inc. from
1999 to 2000. He was President and director of Business  Exchange  Holding Corp.
from 2000 to date and Aqusition  Lending,  Inc. (2000).  He is director and Vice
President of Utilitec, Inc, 1999 to date.

     Redgie  Green,  age 48. Mr.  Green has been  Secretary  and Director of the
Company since inception. Mr. Green has been co-owner and operator of Green's B&R
Enterprises,  a wholesale donut baker since 1983. He has been an active investor
in small  capital  and high tech  adventures  since 1987.  Mr.  Green has been a
director of Colorado Gold & Silver, Inc.  1999 - 2000.

         Management will devote necessary time to the operations of the Company,
and any time spent will be devoted to screening and assessing and, if warranted,
negotiating to acquire business opportunities.

                                       19
<PAGE>

     None  of the  Company's  directors  receives  any  compensation  for  their
respective  services  rendered  to the  Company,  nor have  they  received  such
compensation in the past. They all have agreed to act without compensation until
authorized by the Board of  Directors,  which is not expected to occur until the
Company has generated revenues from operations after consummation of a merger or
acquisition.  No retirement,  pension, profit sharing, stock option or insurance
programs  or other  similar  programs  have been  adopted by the Company for the
benefit of its employees.

Indemnification of Officers and Directors

     As permitted by Colorado  Revised  Statutes,  the Company may indemnify its
directors and officers  against  expenses and liabilities  they incur to defend,
settle,  or satisfy any civil or criminal action brought against them on account
of their being or having been Company  directors or officers unless, in any such
action,  they are  adjudged  to have  acted  with  gross  negligence  or willful
misconduct.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act of 1933 may be  permitted  to  directors,  officers  or  persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that, in the opinion of the  Securities  and Exchange  Commission,
such  indemnification  is against public policy as expressed in that Act and is,
therefore, unenforceable.

Exclusion of Liability

     The Colorado Corporation Code excludes personal liability for its directors
for  monetary  damages  based upon any  violation of their  fiduciary  duties as
directors, except as to liability for any breach of the duty of loyalty, acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law,  acts in violation  of the  Colorado  Corporation  Act, or any
transaction from which a director receives an improper  personal  benefit.  This
exclusion of liability does not limit any right, which a director may have to be
indemnified,  and does not  affect any  director's  liability  under  federal or
applicable state securities laws.

Conflicts of Interest

     The  officers  and  directors  of the  Company  will not devote more than a
portion of their time to the  affairs of the  Company.  There will be  occasions
when the time  requirements of the Company's  business conflict with the demands
of their other  business and investment  activities.  Such conflicts may require
that the Company attempt to employ additional  personnel.  There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.

                                       20

<PAGE>

Conflicts  of  Interest - General.  Officers  and  directors  of the Company may
participate in business ventures, which could be deemed to compete directly with
the Company.  Additional  conflicts of interest and non-arms length transactions
may also arise in the future in the event the  Company's  officers or  directors
are  involved in the  management  of any firm with which the  Company  transacts
business. The Company's Board of Directors has adopted a policy that the Company
will not seek a merger with, or acquisition  of, any entity in which  management
serve as officers or directors,  or in which they or their family members own or
hold a controlling  ownership  interest.  Although the Board of Directors  could
elect to change this policy,  the Board of Directors has no present intention to
do so.


ITEM 10. EXECUTIVE COMPENSATION
<TABLE>
<CAPTION>

              SUMMARY COMPENSATION TABLE OF EXECUTIVES & DIRECTORS

                                            Annual Compensation                         Awards
      Name and Principal   Year    Salary ($)     Bonus ($)      Other Annual             Restricted Stock   Securities
      Position                                                   Compensation ($)         Award(s)           Underlying
                                                                                          ($)                Options/
                                                                                                             SARs (#)
<S>                        <C>     <C>            <C>            <C>                      <C>                <C>
      Wesley F. Whiting,   1998    0              0              0                        0                  0
      President(1)
                           1999    0              0              0                        0                  0
                           2000    0              0              $9,830                   0                  0

      Reginald T. Green,   1999    0              0              0                        0                  0
      Secretary            2000    0              0              0                        0                  0
</TABLE>


    Option/SAR Grants Table (None)

    Aggregated Option/SAR Exercises in Last Fiscal Year an FY-End Option/SAR
  value (None)

    Long Term Incentive Plans - Awards in Last Fiscal Year (None)

     See "Certain  Relationships and Related  Transactions."  The Company has no
stock option, retirement, pension, or profit-sharing programs for the benefit of
directors, officers or other employees, but the Board of Directors may recommend
adoption of one or more such programs in the future.

                                       21

<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets  forth,  as of the  date of  this  Registration
Statement, the number of shares of Common Stock owned of record and beneficially
by  executive  officers,  directors  and  persons  who hold  5.0% or more of the
outstanding  Common Stock of the Company.  Also  included are the shares held by
all executive officers and directors as a group.

                                            NUMBER OF
SHAREHOLDERS AND BENEFICIAL OWNERS          SHARES            PERCENTAGE
------------------------------              ------            ----------

Wesley F. Whiting,
President                                   25,000            5.1%

Reginald T. Green,
Secretary                                   25,000            5.1%

50,000  shares of common  stock are owned by Officers  and  Directors as a group
(10.2%).

TOTAL OUTSTANDING SHARES COMMON STOCK:  485,500 common shares


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   No officer,  director, or affiliate of the Company has any direct or indirect
material  interest in any asset  proposed to be acquired by the Company  through
security holdings, contracts, options, or otherwise.

     The Company has adopted a policy under which any consulting or finder's fee
that may be paid to a third party or affiliate for consulting services to assist
management  in evaluating a prospective  business  opportunity  would be paid in
stock or in cash.  Any such  issuance of stock would be made on an ad hoc basis.
Accordingly,  the Company is unable to predict  whether or in what amount such a
stock issuance might be made.

    Although  there is no current  plan in  existence,  it is possible  that the
Company  will adopt a plan to pay or accrue  compensation  to its  officers  and
directors for services related to seeking business  opportunities and completing
a merger or acquisition transaction.

                                       22
<PAGE>


Item 13 - Exhibits and Reports on Form 8-K
- - ------------------------------------------

(a)     No Exhibits are filed with this Annual Report.

(b)     Reports on Form 8-K


                                       23

<PAGE>


                                   Signatures

        Pursuant to the  requirements  of Section 13 or 15(d) 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.


                                                    Dynadapt Systems, Inc.



Date:   July 5, 2001                                  By:/s/ Wesley F. Whiting
       ------------------                              -------------------------
                                                    Wesley F. Whiting, President


        Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.


Date: July 5, 2001            By:/s/Wesley F. Whiting
       --------                ----------------------------------------
                               Wesley F. Whiting, President and Director


Date: July 5, 2001            By:/s/Reginald T. Green
       --------                -----------------------------------------
                                Reginald T. Green, Secretary and Director

                                       24

<PAGE>



                              DYNADAPT SYSTEM, INC.
                          (A Development Stage Company)
                              FINANCIAL STATEMENTS
                            Year Ended April 30, 2000



<PAGE>



                               DYNADAPT SYSTEMS, INC.

                                    FORM 10-K

                          INDEX OF FINANCIAL STATEMENTS



                                                                          Pages

Auditors Report- Michael Johnson & CO                                        F-1

Balance Sheets                                                               F-2

Statements of Operations                                                     F-3

Statements of Cash Flow                                                      F-4

Statements of Stockholders'                                                  F-5

Notes to Financial Statements                                          F-6 - F-7




<PAGE>
                           MICHAEL JOHNSON & CO., LLC
                          Certified Public Accountants
                        9175 East Kenyon Ave., Suite 100
                             Denver, Colorado 80237

Michael B. Johnson C.P.A.                             Telephone:  (303) 796-0099
Member:  A.I.C.P.A.                                         Fax:  (303) 796-0137
Colorado Society of C.P.A.s




                          INDEPENDENT AUDITOR"S REPORT


Board of Directors
Dynadapt System, Inc.
Denver, Colorado


We have audited the  accompanying  balance  sheet of Dynadapt  Sytem,  Inc.,  (A
Development  Stage  Company)  as of April  30,  2000 and 1999,  and the  related
statements of  operations,  stockholders'  equity,  and cash flows for the years
ended April 30,  1998,  1999 and 2000 and for the period April 30, 1998 (date of
inception) to April 30, 2000. 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  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our 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 Dynadapt System, Inc., at April
30, 2000 and 1999,  and the results of its operations and its cash flows for the
years  ended  April 30,  1998,  1999 and 2000 and for the period  April 30, 1998
(date of inception) to April 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, conditions exist which
raised  substantial  doubt  about the  Company's  ability to continue as a going
concern  unless  it is  able to  generate  sufficient  cash  flows  to meet  its
obligations  and sustain its operations.  Management's  plans in 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.


Denver, Colorado
February 5, 2001

/s/Michael Johnson & Co., CPA

                                      F-1


<PAGE>
<TABLE>
<CAPTION>

                             DYNADAPT SYSTEM, INC.
                         (A Development /Stage Company
                                 Balance Sheets
                                 April 30, 2000
<S>                                                                              <C>                 <C>




                                                                                    2000                1999
                                                                                 ------------        ------------

ASSETS;
   Current Assets:
      Cash                                                                         $ 628               $ 15,538
      Accounts receivable                                                              4                   -
                                                                                 ------------        ------------

           Total current assets                                                       632                15,538
                                                                                 ------------        ------------

TOTAL ASSETS                                                                        $ 632              $ 15,538
                                                                                 ============        ============


LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
      Notes payable - Shareholder                                                   $ 800              $      -
                                                                                 ------------        ------------

           Total current liabilities                                                  800                     -

   Stockholders Equity
      Common stock, $.0001 par value, 100,000,000 shares authorized
      485,500 shares issued and outstanding in 1999 and 2000                           48                    48
    Additional Paid-In Capital                                                     23,506                23,506
    Deficit accumulated during the
      development stage                                                           (23,722)               (8,016)
                                                                                 ------------        ------------

           Total stockholders equity                                                 (168)               15,538
                                                                                 ------------        ------------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                                            $ 632              $ 15,538
                                                                                 ============        ============
</TABLE>
  The accompanying notes are an intergral part of these financial statements.

                                      F-2
<TABLE>
<CAPTION>
<PAGE>


                                                                Year ended                April 30, 1998
                                                                April 30,                  Inception to
                                                           2000              1999         April 30, 2000
                                                           ----              ----         --------------
<S>                                                      <C>              <C>                  <C>

Revenue:                                                 $       -        $    -               $     -

Costs and Expenses:
     Consulting                                              9,830           8,000                17,830
     Accounting                                              5,750               -                 5,750
     Office Expenses                                            68              75                   143
     Bank Charges                                              167              20                   187
                                                         ---------        ---------            ---------
Total Expenses                                              15,815           8,095                23,910
                                                         ---------        ---------            ---------
Net Loss                                                   (15,815)         (8,095)              (23,910)

Other Income and Expenses:
   Interest income                                             109              79                   188
                                                         ---------        ---------            ---------
                                                         $ (15,706)       $ (8,016)            $ (23,722)
                                                         =========        =========            =========
Per Share Information:

Net Loss per common share                                $   (0.03)       $ (0.02)
                                                         =========        =========            =========
     Weighted average number
     of common shares outstanding                          485,500         390,800
                                                         =========        =========

</TABLE>
  The accompanying notes are an intergral part of these financial statements.

                                      F-3

<PAGE>
<TABLE>
<CAPTION>



                                                                        Year Ended                      April 30, 1998
                                                                      April 30,                          Inception to
                                                                         2000             1999          April 30, 2000
                                                                         ----             ----          --------------
<S>                                                                    <C>              <C>                   <C>

Cash Flows from Operating Activities:
     Net Loss                                                          $(15,706)        $ (8,016)             $ (23,722)
       Stock issued for services                                              -               25                     25
     Adjustments to reconcile net loss to net cash used
        by operating activities
     (Increase) in Accounts Receivable                                       (4)               -                     (4)
     Increase in Notes Payable                                              800                -                    800
                                                                       --------         --------                 --------
Net Cash  Provided by Operating Activities                              (14,910)          (7,991)               (22,901)

Cash Flows from Financing Activities:
     Proceeds from stock issuance                                             -           23,529                 23,529
                                                                       --------         --------                 --------
Net Cash Provided by Financing Activities                                     -           23,529                 23,529

Net Increase in Cash & Cash Equivalents                                 (14,910)          15,538                    628

Beginning Cash & Cash Equivalents                                        15,538                -                      -
                                                                       --------         --------                 --------
Ending Cash & Cash Equivalents                                         $    628         $ 15,538              $     628
                                                                       ========         ========                 ========


Supplemental Disclosure of Cash Flow Information:

   Cash paid for interest                                              $      -         $      -              $       -
                                                                       ========         ========                 ========
   Cash paid for taxes                                                 $      -         $      -              $       -
                                                                       ========         ========                 ========

Supplemental Disclosure of Non-Cash Transactions
 Issued 250,000 shares of common for services rendered                        -                -                     25
                                                                       --------         --------                 --------
</TABLE>
  The accompanying notes are an intergral part of these financial statements.

                                      F-4

<PAGE>
<TABLE>
<CAPTION>




                                                                                              Deficit
                                                                                            Accumulated
                                             COMMON STOCKS               Additional         During the              Total
                                                                          Paid-In           Development         Stockholders'
                                       Shares            Amount           Capital              Stage                Equity
                                       ------            ------           -------              -----                ------

<S>                                     <C>                 <C>             <C>                 <C>                     <C>

Issuance of Stock for Services           250,000                25                 -                    -                    25

Issuance for Cash                        233,000                23            23,277                    -                23,300

Issuance for Cash                          2,500                 -               229                    -                   229

Net Loss                                       -                 -                 -               (8,016)               (8,016)
                                        --------            --------        --------             --------                 --------
Balance -  April 30, 1999                485,500                48            23,506               (8,016)               15,538
                                        --------            --------        --------             --------                 --------
Net Loss                                       -                 -                 -              (15,706)              (15,706)
                                        --------            --------        --------             --------                 --------
Balance -  April 30, 2000                485,500              $ 48          $ 23,506            $ (23,722)               $ (168)
                                        ========            ========        ========             ========                 ========
</TABLE>
  The accompanying notes are an intergral part of these financial statements.

                                      F-5

<PAGE>


                              DYNADAPT SYSTEM, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 April 30, 2000

Note 1 - Organization and Summary of Significant Accounting Policies:

Organization:

The Company was  incorporated  on April 30, 1998, in the state of Colorado.  The
Company  is in the  development  stages  and was  organized  for the  purpose of
Internet Acquisitions. The Company's fiscal year end is April 30.

Basis of Presentation - Development Stage Company:

The  Company  has  not  earned  significant   revenues  from  limited  principal
operations.  Accordingly,  the Company's  activities  have been accounted for as
those of a "Development  Stage Enterprise" as set forth in Financial  Accounting
Standards Board  Statement No. 7 ("SFAS 7"). Among the  disclosures  required by
SFAS 7 are that the Company's  financial  statements be identified as those of a
development stage company, and that the statements of operations,  stockholders'
equity  (deficit)  and  cash  flows  disclose  activity  since  the  date of the
Company's inception.

Basis of Accounting:

The accompanying financial statements have been prepared on the accrual basis of
accounting in accordance with generally accepted accounting principles.

Cash and Cash Equivalents:

The Company  considers  all  highly-liquid  debt  instruments,  with an original
maturity of three months, to be cash equivalents.

Use of estimates:

The preparation of financial  statements in conformity  with generally  accepted
accounting  principles,  requires  management to make estimates and  assumptions
that affect certain  reported  amounts of assets and  liabilities at the date of
the financial statements. Actual results could differ from those estimates.

Net Loss Per Share

Net loss per share is based on the weighted  average number of common shares and
common shares eqivalents outstanding during the period.

Fair Value of Financial Instruments:

The  carrying   amount  of  cash  and  notes   payable  are   considered  to  be
representative  of their fair values because of the  short-term  nature of these
financial instruments.

                                      F-6

<PAGE>


                              DYNADAPT SYSTEM, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 April 30, 2000


Other Comprehensive Income

The Company has no material components of other comprehensive  income (loss) and
accordingly, net loss is equal to comprehensive loss in all periods.

Note 2 - Federal Income Taxes:

The Company has made no provision  for income taxes  because  there have been no
operations to date causing income for financial statement or tax purposes.

The  Financial  Accounting  Standards  Board  (FASB)  has  issued  Statement  of
Financial Accounting  Standards Number 109 ("SFAS 109"),  "Accounting for Income
Taxes",  which  requires  a change  from the  deferred  method  to the asset and
liability  method of accounting for income taxes.  Under the asset and liability
method,  deferred  income  taxes  are  recognized  for the tax  consequences  of
"temporary  differences" by applying  enacted  statutory tax rates applicable to
future years to differences between the financial statement carrying amounts and
the tax basis of existing assets and liabilities.

Deferred tax assets:
         Net operating loss carryforwards                     $ 23,722
         Valuation allowance                                   (23,722)
         Net deferred tax assets                              $      -

At  April  30,  2000,  the  Company  had net  operating  loss  carryforwards  of
approximately  $23,722 for federal income tax purposes.  These  carryforwards if
not utilized to offset taxable income will begin to expire in 2007.

Note 3 - Capital Stock Transactions:

The  authorized  capital  stock of the Company is  100,000,000  shares of common
stock at $.0001 par value.  During the period ended April 30, 2000,  the Company
issued no shares of common stock.

Note 4 - Going Concern:

The Company's financial statements have been presented on the basis that it is a
going concern which  contemplated the realization of assets and the satisfaction
of liabilities in the normal course of business.

The Company is in the  development  stage and has not earned any  revenues  from
operations.  The  Company's  ability to continue as a going concern is dependent
upon its  ability  to develop  additional  sources of capital or locate a merger
candidate  and  ultimately,  achieve  profitable  operations.  The  accompanying
financial  statements do not include any adjustments  that might result from the
outcome of these uncertainties.  Management is seeking new capital to revitalize
the Company.

Note 5 - Notes Payable:

This is a  non-interest  bearing  note for funds  advanced by a  shareholder  to
facilitate the payment of debts.

                                      F-7