Xaibe Inc · 10KSB · For 6/30/99

Filed On 6/19/00 5:10pm ET   ·   SEC File 0-27647   ·   Accession Number 1096350-0-17

Annual Report -- Small Business   ·   Form 10-KSB
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Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report -- Small Business                       15±    34K 
 2: EX-27       Financial Data Schedule                                1      3K 

10KSB   ·   Annual Report -- Small Business
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U.S. Securities and Exchange Commission                   
Washington, DC 20549                    

CONFORMED COPY                    

FORM 1O K SB                    

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

For the fiscal year ended June 30, 1999                   

Commission File No. 0-22678                   

XAIBE INC.                    

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

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

Issuers 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 December 31, 1999:                
$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 7 pages.                                           

TABLE OF CONTENTS                   

FORM 10K SB ANNUAL REPORT                   

XAIBE INC.                    
Facing Page                                                                     
Index                                                                           
                                            Page

PART I                                                                          

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

PART II                                                                         

Item   5       Market for the Registrant=s Common Equity                        
and related Stockholder Matter               2    
Item   6       Managements Discussion and Analysis of                           
Financial Condition and Results of                
Operations                                   2    
Item   7       Financial Statements                         3                   
Item   8       Changes in and Disagreements on Accounting                       
and Financial Disclosure                     3    

PART III                                                                        

Item   9  Directors, Executive Officers, Promoters                              
and Control persons, Compliance with                  
Section 16(a) of the Exchange Act              4      
Item 10   Executive Compensation                            5                   
Item 11   Security Ownership of Certain Beneficial Owners                       
and Management                                    5         
Item 12   Certain Relationships and Related Transactions    6                   
Item 13   Exhibits and Reports on Form 8-K                  6                   

Signatures                                                  7                   

PART I                    

Item 1.        Description of Business                                          

(1)  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.                 

(2)  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.   Th  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 December  31,        
1999.                                                                           

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               

Managements 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 1999.  The ability        
of the Registrant to achieve 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                                                                   

Item 7    Financial Statements                                                  

The audited Financial Statements for the fiscal year ended June       
30, 1999 are attached hereto and incorporated herein by reference.              

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.                                                    

(The remainder of this page was intentionally left blank)         

                                                      Page 3
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                47     President and Director   7/98 to present   
4741 Ashley Lake Drive                                                          
Kalispell, MT 59901                                                             

Dorothy Mortenson             50     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 December 31, 1999, 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                                                                      

(1)  Security ownership of certain beneficial owners                  

The following table sets forth information, as of December 31,        
1998, 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             
of Class       Beneficial Owner        Of Beneficial        of                  
                        Ownership            Class

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 December 31, 1995

Title     Name & Address of             Amount & Nature    Percent              
of Class  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: March 31, 2000                                                            
John T. Bauska, Director and President                                

By: /S/  Dorothy Mortenson                                                      
Date: March 31, 2000                                                            
Dorothy Mortenson, Director and Secretary                   

EXHIBIT A         

REPORT          
OF          
INDEPENDENT AUDITOR         

XAIBE, INC.                 

(A Development Stage Enterprise)                

FINANCIAL STATEMENTS                                                  

For the Period from July 17, 1998                 
(Inception) through June 30, 1999         

Janet Loss, C.P.A., P.C.                
Certified Public Accountant         
1780 South Bellaire Street                
Suite 500           
Denver, Colorado 80222                

Janet Loss, C.P.A., P.C.                                                        
Certified Public Accountant                                                     
1780 South Bellaire Street                                                      
Suite 500                                                                       
Denver, Colorado 80222                                                          
(303) 782-0878                                                                  

XAIBE, INC.         
(A Development Stage Enterprise)          

INDEX TO FINANCIAL STATEMENTS         

TABLE OF CONTENTS                 

ITEM                                                         PAGE               

Independent Auditor=s Report                                    1               

Balance Sheet, June 30, 1999                                    2               

Statement of Operations, for the                                                
Period from July 17, 1998 (Inception)                                           
Through June 30, 1999                                           3               

Statement of Stockholders Equity (Deficit),                                     
For the period from July 17, 1998 (Inception)                                   
Through June 30, 1999                                           4               

Statement of Cash Flows, for the                                                
Period from July 17, 1998 (Inception)                                           
Through June 30, 1999                                           5               

Notes to Financial Statements                                   6               
INDEPENDENT AUDITOR=S REPORT          

Board of Directors          
XAIBE, Inc.         
2400 Loop 35, #1502         
Alvin, TX 77511         

Sirs:         

I have audited the accompanying Balance Sheet of Xaibe, Inc. (A Development     
Stage Enterprise) as of June 30, 1999 and the Statements of Operations,         
Stockholders= Equity, and Cash Flows for the period July 17, 1998         
(Inception) through June 30, 1999.  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 examination 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, 1999, and the results of its       
operations and changes in its cash flows for the period from July 17, 1998      
(Inception) through JUNE 30, 1999, in conformity with generally accepted        
accounting principles.          

Janet Loss, C.P.A., P.C.        
June 6, 2000        

Page 1      
XAIBE, INC.     
(A Development Stage Enterprise)      

BALANCE SHEETS    

JUNE 30, 1999     

ASSETS      

CURRENT ASSETS:                                                                 
Cash in checking                              $     2,437                   

OTHER ASSETS:                                                                   
License Rights                                      1,000                   

TOTAL ASSETS                                     $    3,437                     

LIABILITIES AND STOCKHOLDERS EQUITY       

CURRENT LIABILITIES:                                                            
Accounts payable                              $      500                  

STOCKHOLDERS EQUITY:                                                            
Common stock, $0.001 Par                                                    
Value, 10,000,000 shares                                                    
Authorized, 1,600,000 shares                                                
Issued and outstanding                              1,600                   

Additional Paid-In capital                         19,900                   

Retained earnings (Deficit)                      (18,563)                   

Total Stockholders= Equity                          2,937                   

TOTAL LIABILITIES AND                                                           
STOCKHOLDERS= EQUITIES                          $     3,437                     

The accompanying notes are an integral part of these      
financial statements.     
Page 2    

XAIBE, INC.     
(A Development Stage Enterprise)      

CONDENSED STATEMENT OF OPERATIONS     

For the period July 17, 1998 (Inception)      

Thru June 30, 1999    

REVENUES:                                                 0                     

OPERATING EXPENSES:                                                             

Office expenses                                       558                   
Management fees                                     5,000                   
Legal and Accounting Fees                           3,000                   
Consulting fees                                     5,000                   
Filing fees                                         5,005                   

Total Operating Expenses                           18,563                   

NET (LOSS)                                      $    18,563                     

NET (LOSS) PER                                                                  

SHARE OF COMMON STOCK                           $     (.01)                     

Weighted Average                                                                
Number of shares                                                                
Outstanding                                         1500000                     

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

Page 3      

XAIBE INC.      
(A Development Stage Enterprise)      

STATEMENT OF STOCKHOLDERS EQUITY      
For the Period from July 17, 1998 (Inception)     
Through June 30, 1999     

                                                                [Download Table]


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

                                                                           
BALANCES                                                                   
JULY 17, 1998  0              0       0          0             0           

OCTOBER 6,                                                                 
1998, SHARES                                                               
ISSUED FOR                                                                 
ORGANIZATIONAL                                                             
COSTS          500,000        500     0          0             500         

MAY 28                                                                     
1999, SHARES                                                               
ISSUED FOR                                                                 
LICENSE                                                                    
AGREEMENT      1000000        1000    0          0             1,000       

MAY 31, 1999                                                               
SHARES ISSUED                                                              
FOR CASH       100,000        100     19900      0             20,000      

NET (LOSS) FOR                                                             
THE PERIOD                                                                 
ENDED JUNE 30,                                                             
1999           0              0       0          (18563)       (18563)     

BALANCES                                                                   
JUNE 30,                                                                   
1999           1600000        1,600   19900      (18563)        (2,937)    


The accompanying notes are an integral part of these Financial Statements     

Page 4      
XAIBE, INC.     

(A Development Stage Enterprise)      

STATEMENT OF CASH FLOWS     

For the period from July 17, 1998 (Inception)     

Through June 30, 1999     

CASH FLOWS FROM OPERATING     
ACTIVITIES:     

Net loss for the period                $   (18,563)                     

ADJUSTMENTS TO RECONCILE                                                

NET (LOSS) TO CASH FLOW FROM                                            

OPERATING ACTIVITIES:                                                   

Net increase in accounts payable                500                     

Net cash provided (Used)                                                
By operating activities                     (18,063)                    

CASH FLOWS FROM FINANCING                                               

ACTIVITIES:                                                             

Issuance of                                                     
Common stock                            21,500                

CASH FLOWS FROM INVESTING                                               

ACTIVITIES                                                              
Purchase of                                                   
Technology                              (1,000)               

NET INCREASE IN CASH                              2,437                         

CASH, BEGINNING OF PERIOD                         0                     

CASH, END OF PERIOD                     $     2,437                     

The accompanying notes are an integral part of these                
Financial Statements.                                               

Page 5      
XAIBE INC.      
(A Development Stage Enterprise)    

NOTES TO FINANCIAL STATEMENTS     
June 30, 1999   

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 Companys 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.                                      

Page 6          
NOTE III  PRIVATE PLACEMENT                                             
The Company offered a private placement of 100,000 shares of the            
Companys common stock by means of a private placement at $.20 per               
share pursuant to Regulation D Code 504.                                        

Dates Referenced Herein   and   Documents Incorporated By Reference

This 10KSB Filing		Date		Other Filings
		12/31/95		10KSB
		7/17/98
		10/6/98
		12/31/98
		5/28/99
		5/31/99
For The Period Ended		6/30/99
		12/31/99		10QSB
		3/31/00		10QSB
		6/6/00
Filed On / Filed As Of		6/19/00		10QSB
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