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Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G     Registration of Securities of a Small-Business        37    137K 
                          Issuer                                                 
 2: EX-3.(I)    Articles of Incorporation                              3±    11K 
 3: EX-3.2      By-Laws                                               10     40K 
 4: EX-23.1     Consents of Experts and Counsel                        1      6K 
 5: EX-27.1     Financial Data Schedule                                1      7K 

10SB12G   —   Registration of Securities of a Small-Business Issuer
Document Table of Contents

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UNITED STATES     
SECURITIES AND EXCHANGE COMMISSION      
WASHINGTON, D.C.  20549     

FORM 10-SB    

GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS     
Under Section 12(b) or (g) of the Securities Exchange Act of 1934     

Plainview Laboratories, Inc.    
----------------------------------------------------        
(Name of Small Business Issuer in its charter)        

Nevada                                88-0409261      
-------------------------------   ---------------------------------------   
(State or other jurisdiction of   (I.R.S. Employer Identification Number)   
incorporation or organization)                                              

308 Horn Street, Las Vegas, NV                      89107           
----------------------------------------         --------------         
(Address of principal executive offices)           (zip code)           

Issuers telephone number:   (702) 203-8477                              
----------------    

Securities to be registered under section 12(b) of the Act:                     

Title of Each Class               Name on each exchange on which      
to be registered                  each class is to be registered      

--------------------------      -------------------------------       

--------------------------      -------------------------------       

Securities to be registered under section 12(g)of the Act:                      

Common Stock, $.001 par value per share, 20,000,000 shares authorized,          
1,000,000 issued and outstanding as of April 30, 2000. Preferred Stock,         
$.001 par value per share, 5,000,000 shares authorized, none issued nor         
outstanding as of April 30, 2000.                                               

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FORWARD LOOKING STATEMENTS                                                      

Plainview Laboratories, Inc., a developmental stage company ("Plainview         
Laboratories, Inc, or the "Company") cautions readers that certain important    
factors may affect the Company's actual results and could cause such results    
to differ materially from any forward-looking statements that may be deemed     
to have been made in this Form 10-SB or that are otherwise made by or on        
behalf of the Company.  For this purpose, any statements contained in the       
Form 10-SB that are not statements of historical fact may be deemed to be       
forward-looking statements.  Without limiting the generality of the             
foregoing, words such as "may," "expect," "believe," "anticipate," "intend,"    
"could," "estimate," "plans," or "continue" or the negative or other            
variations thereof or comparable terminology are intended to identify forward-  
looking statements.  Factors that may affect the Company's results include,     
but are not limited to, the Company's limited operating history, its ability    
to produce additional products and services, its dependence on a limited        
number of customers and key personnel, its possible need for additional         
financing, its dependence on certain industries, and competition from its       
competitors. With respect to any forward-looking statements contained herein,   
the Company believes that it is subject to a number of risk factors,            
including: the length of time to obtain FDA approval to sell a generic          
pharmaceutical, the difficulty in successfully completing stability and         
bioequilvance studies, other companies may be pursing this same generic         
product and the Company's ability to implement its product strategies to        
develop its business in emerging markets; competitive actions; the nature and   
pace of managed health care; and general economic and business conditions.      
Any forward-looking statements in this report should be evaluated in light of   
these important risk factors.  The Company is also subject to other risks       
detailed herein or set forth from time to time in the Company's filings with    
the Securities and Exchange Commission.                                         

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INFORMATION REQUIRED IN REGISTRATION STATEMENT        

Part I   .........................................................  4           

Item 1.  Description of Business..................................  4           
Item 2.  Management's Discussion and Analysis or Plan of                        
Operation................................................ 14  
Item 3.  Description of Property.................................. 15           
Item 4.  Security Ownership of Management and Others and Certain                
Security Holders......................................... 16  
Item 5.  Directors, Executives, Officers and Significant                        
Employees................................................ 17  
Item 6.  Executive Compensation................................... 18           
Item 7.  Certain Relationships and Related Transactions........... 19           

Part II  ......................................................... 20           

Item 1.  Legal Proceedings........................................ 20           
Item 2.  Market Price of and Dividends of the Registrant's                      
Common Equity and Other Stockholder Matters.............. 20  
Item 3.  Recent Sales of Unregistered Securities.................. 21           
Item 4.  Description of Securities................................ 21           
Item 5.  Indemnification of Directors and Officers................ 22           

Part F/S ......................................................... 24           

Item 1.  Financial Statements..................................... 24           
Item 2.  Changes in and Disagreements With Accountants on                       
Accounting and Financial Disclosure...................... 24  

Part III ......................................................... 26           

Item 1.  Index to Exhibits........................................ 26           
Item 2.  Description of Exhibits.................................. 26           

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Part I          

Item 1.  Description of Business                                                

(i)    Business Development, Organization and Acquisition Activities            

Plainview Laboratories, Inc., a developmental stage company, hereinafter        
referred to as "the Company", was organized by the filing of Articles of        
Incorporation with the Secretary of State of the State of Nevada on December    
31, 1998.  The original articles of the Company authorized the issuance of      
twenty-five million (20,000,000) shares of Common Stock at par value of         
$0.001 per share and five million (5,000,000) shares of Preferred Stock at      
par value of $0.001.  The Company has been inactive from December 31, 1998,     
through December 31, 1998, at which time, the Company issued 1,000,000 shares   
of its $0.001 par value common stock for cash of $1,000.                        

Company has one million (1,000,000) shares of its $0.001 par value common       
voting stock issued and outstanding which are held by approximately             
five (5) shareholders of record.                                                

Plainview Laboratories, Inc. is developmental stage company, which plans to     
produce generic pharmaceutical products, through contract laboratories and      
manufacturing facilities, for pharmaceutical products that have lost their      
innovator patent, and no other generics for these products are currently        
available on the market. The company plans to distribute this product into      
the marketplace through drug wholesalers, chain pharmacies and State Medicaid   
programs.                                                                       

It is the company's hope to enter the marketplace with the first versions of    
generic drugs, after the innovator patent has expired.  There are no            
guarantees that other generic pharmaceuticals could not enter the market        
first with a similar product beforehand.  The Company, early in its development 
stage, applied for a Government Contractor's Code through the Department        
of Defense.  It was assigned a Government CAGE Code Number of 1JF79.  The       
Company also registered with the FDA, and was assigned the registration         
number: 064660.                                                                 

The auditors of the Company have issued a going concern opinion in Note 5 of    
the Notes to Financial Statements, which states in pertinent part the following,
"Without realization of additional capital, it would be unlikely for the        
company to continue as a going concern."  It is, however, the intent of the     
Company to seek to raise additional capital via a private placement offering    
pursuant to Regulation "D" Rule 505 or 506.                                     

(ii)  Principal Products and Principal Markets                                  

Plainview Laboratories, Inc. was incorporated to transact any lawful            
business.  The Company hopes to develop a generic pharmaceutical product,       
utilizing contract laboratory and manufacturing facilities.  The Company has    
limited itself to the development of one product; however, this does not        
preclude the company from seeking other product opportunities.  At this time,   
it does not have the resources to pursue multiple products.  The Company        
plans to target a low volume pharmaceuticals product, in which its U.S.         
patent recently expired.  Generally speaking, low volume pharmaceutical         
products are not quickly brought to the market as generic products, by the      
larger generic pharmaceutical drug facilities, since the cost to produce a      
low volume generic product out weights its return on investment.  Plainview     
Laboratories, Inc., believes it can minimize the cost to produce generic        
pharmaceutical products by out-sourcing the steps necessary to obtain Food      
and Drug Administration (FDA) approval.                                         

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The goal of Plainview Laboratories, Inc. is to obtain an ANDA (Abbreviated      
New Drug Application) from the FDA to produce and market a pharmaceutical       
product where the patent on the brand name product has expired, and market      
its generic version.  The FDA requires one holder (a primary contact) of the    
ANDA.  The Company needs to consider where or not the contract manufacturer     
will submit the submission package to the FDA, and be the holder of the ANDA    
for this product.  If this becomes the case, the Company would need to enter    
into a contract with the contract manufacturer to be the exclusive              
distributor of this product.  At this time, the Company is still in the         
process of identifying contract facilities to undertake this work.  Since       
this is a lengthy process, the Company believes it is too premature to          
determine the actual holder of the ANDA for this product.                       

Generic products generally sell at 1/3 the price of brand name products;        
however, profit margins are higher for generic products since the companies     
do not carry the overhead of research, administration, marketing, plants and    
equipment.                                                                      

The Company plans to begin with one product, it will take twelve to eighteen    
months before the company can expect to generate any revenues.  It will take    
that amount of time to obtain FDA approval to market said product.  The         
Company is evaluating a low volume off-patent product. And, the innovator       
product's patent expired.  Until the evaluation is completed, the Company       
considers this evaluation proprietary information.                              

The target product has no known generic competition at this time.  Upon         
release of this product, the Company hopes to capture the current market by     
achieving an additional one percent of market share for each month the          
generic product is on the market.  It should be cautioned, that the Company     
hopes to generate sales volume upon the release of the product, provided no     
other generic equivalents are on the market.  If a similar generic product      
enters the market beforehand, sales results will suffer.                        

There are a finite number of end customers of generic pharmaceuticals           
products.  If there are multiple generic pharmaceutical products on the         
market for the same type of product, these products share the total market      
sales in the marketplace.  Generally speaking, the first generic product        
to enter the marketplace, captures a significant share of the market.           
Price and distribution also become a major factors in determining which         
generic product is utilized over a similar product.                             

The FDA requires that generic products produce a series of studies and the      
results of its testing before companies are authorized to sell these            
products.  At that time, the FDA will issue an Abbreviated New Drug             
Application (ANDA), which allows the company to market a product.  If the       
product fails these studies, the entire project and all funding can be lost.    
It should be pointed out, if the company cannot pass the necessary studies      
required by the FDA, the Company would be unable to fund additional studies.    
This could place the Company's future at great risk, to the point, that the     
Company would not have enough funds to continue in business.                    

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(iii)  Status of Products and Services                                          

The Company has limited operating history.  The company was organized on        
August 3, 1998.  Activities to date have been limited primarily to              
organization, initial capitalization, finding an appropriate operating          
facility in, Nevada, and commencing with initial operational plans.             

As of August 25, 1998, the company had developed a business plan, and           
established what steps need to be taken to achieve the results set for in       
this plan.                                                                      

The Company's president and CEO,    This is the first such                      
endeavor Ms. DeStefano has taken to bring a generic pharmaceutical through      
the regulatory and approval process with the FDA.                               

To date, the Company has taken the following initiatives and steps in order     
to further its operations and continues to execute its business plan:           

a)  The Company identified a generic pharmaceutical product, in which its       
innovator patent has recently expired.  The Company plans to investigate
the steps necessary to obtain an ANDA for this product.  In December,   
1998, the Company signed a Confidentially Agreement with a large        
pharmaceutical contract manufacturer to pursue and investigate this     
initiative.                                                             

d)  The Company has received from the FDA, under the Freedom of Information     
Act, the innovator Drug Filings for its first targeted generic drug     
product.                                                                

e)  If the Company can obtain an ANDA from the FDA to market generic drugs,     
the Company would need additional funding to cover the cost of          
manufacturing, inventories, distribution, warehousing, sales,           
administration and marketing.  Without FDA approval, the company cannot 
 justify the cost of these expenses, as it is a developmental company with
no approved product(s).                                                 

(iv)  Industry Background and Current Status                                    

The Industry and Potential Effect on the Company's Plan of Operation            

The pharmaceutical business has consistently grown in gross profit and          
revenues.  According to the U.S. Department of Commerce, there are currently    
1,356 pharmaceutical manufacturers in the U.S. who sell $74.2 billion in        
pharmaceutical products, in 1997.  Generic products account for 50 percent of   
the unit volume and approximately 30 percent of the total dollar volume.        

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When a generic pharmaceutical product enters the market place, it is generally  
priced at a 1/3 discount to the brand name product.  As multiple generics enter 
the marketplace, additional price reductions take place.  Frequently, the brand 
name product's price does not drop.  The company manufacturing and selling the  
brand name product cannot afford to cut the price, since they are burdened,     
with research, marketing, administration, and plant and equipment costs.        
Additionally, once FDA approval is obtain, the brand name companies cannot make 
claims of superiority of their product, since the FDA clearly states they are   
the same.                                                                       

There are very few generic pharmaceutical companies who target the lower volume 
brand name products that have lost their patent.  The larger generic            
pharmaceutical manufacturers, e.g., Zenith, Schein, Major Pharmaceuticals,      
generally produce and market generic pharmaceutical products, in which the      
total (generic and innovator) product sales exceed $40 million.  They need to   
target the larger volume product to pay their overhead and expenses.  It is     
the goal of Plainview Laboratories, Inc. to identify these smaller volume       
products, and with little overhead, find a contract manufacturer who can        
adhere to FDA guidelines to replicate these products.  If this can be           
accomplished, the advantage for the Company in the opinion of management, is    
that, it has very little overhead.  Additionally, there are contract            
manufacturers that will help defray the additional funding needs for a          
percent of the volume generated by this generic product.  If a firm contract    
can been established with a contract manufacturer, then the Company might       
consider negotiating a risk sharing agreement to determine the amount of        
funds available versus the expected return on investment.  If any               
negotiations do take place, one of the factors to be negotiated would be to     
determine, which entity actually holds the ANDA.  The holder of the ANDA is     
the primary contact with the FDA should they have any concerns with the         
product.  At this time, the Company has no such agreements in place.            

The Pharmaceutical Market                                                       

There are a number of pharmaceutical products with expired patents that have no 
generic counterpart in the marketplace.  This information can be found on       
public records.  Under the Drug Price Competition and Patent Term Restoration   
Act (1984 Amendments) the FDA is required to make publicly available a list     
of approved drug products with monthly supplements.  The FDA also publishes     
through its own Web site a list of prescription pharmaceutical products and     
the dates their patents expire.  The FDA publishes newly approved generic       
product.  They state whether or not the generic product is equivalent to the    
brand name product.                                                             

Once a product is approved by the FDA, the owner of the product, usually begins 
the process of distribution for said generic product.  Depending on the nature  
of the product, the distribution for pharmaceutical products begins with drug   
wholesalers.  The drug wholesalers distribute to retail pharmacies, chains,     
hospitals, Federal Government, and most managed health care organizations.      

Many managed health care organizations and State Medicaid programs mandate that 
generic products be used when they become available.  This gives a marketing    
edge to the first generic products on the market.  If multiple generics become  
available for the same brand name product, price becomes the driving factor in  
substituting one generic product over another.  In the pharmacy arena, it       
becomes a commodity driven market.  Some managed health care organizations      
require a competing generic product be priced twenty (20) lower than an         
equivalent product, in order to justify the administrative costs to switch from 
one product to another.                                                         

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Approval Process                                                                

The Federal Drug Administration (FDA), Center for Drug Evaluation and Research  
under the Federal Food, Drug, and Cosmetic Act (the Act) approves drug products 
on the basis of safety and effectiveness.                                       

The main criterion for in the approval process of a pharmaceutical product is   
that the product is the subject of an application with an effective approval    
that has not been withdrawn for safety or efficacy reasons.  Additionally, the  
FDA approves the marketing of approved multi-source prescription generic drug   
products.                                                                       

To contain drug costs, virtually every state in the United States has adopted   
laws and/or regulations that encourage the substitution of drug products.       
These state laws generally require either that substitution be limited to       
drugs on a specific list (the positive formulary approach) or that it be        
permitted for all drugs except those prohibited by a particular list (the       
negative formulary approach).  Because of the number of requests in the late    
1970s for FDA assistance in preparing both positive and negative formularies,   
the FDA was inundated to meet the needs of each state on an individual basis.   

The FDA also recognized that providing a single list based on common criteria   
would be preferable to evaluating drug products on the basis of differing       
definitions and criteria in various state laws.  As a result, on May 31, 1978,  
the Commissioner of Food and Drugs sent a letter to officials of each state     
stating FDA's intent to provide a list of all prescription drug products that   
are approved by FDA for safety and effectiveness, along with therapeutic        
equivalence determinations for multi-source prescription products.              

The list was distributed as a proposal in January 1979.  It included only       
currently marketed prescription drug products approved by FDA through new drug  
applications (NDAs), abbreviated new drug applications (ANDAs), or abbreviated  
antibiotic applications (AADAs) under the provisions of Section 505 or 507 of   
the Act.  The therapeutic equivalence evaluations in the List reflect FDA's     
application of specific criteria to the approved multi-source prescription      
drug products on the List.                                                      

A complete discussion of the background and basis of the FDA's therapeutic      
equivalence evaluation policy was published in the Federal Register on January  
12, 1979 (44 FR 2932).  The final rule, which includes FDA's responses to the   
public comments on the proposal, was published in the Federal Register on       
October 31, 1980 (45 FR 72582).  The first publication, October 1980, of the    
final version of the List incorporated appropriate corrections and additions.   
Each subsequent edition has included the new approvals and made appropriate     
changes in data.                                                                

On September 24, 1984, the President of the United States signed into law the   
Drug Price Competition and Patent Term Restoration Act (1984 Amendments).  The  
1984 Amendments require that FDA, among other things, make publicly available a 
list of approved drug products with monthly supplements.  The Approved Drug     
Products with therapeutic equivalence evaluations publication and its monthly   
Cumulative Supplements satisfy this requirement.                                

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According to the FDA, pharmaceutical equivalents are drug products considered   
pharmaceutical equivalents if they contain the same active ingredient(s), are   
of the same dosage form and are identical in strength or concentration, and     
route of administration.  Pharmaceutically equivalent drug products are         
formulated to contain the same amount of active ingredient in the same dosage   
form and to meet the same or compendia or other applicable standards (i.e.,     
strength, quality, purity, and identity), but they may differ in                
characteristics such as shape, scoring configuration, packaging, excipients     
(including colors, flavors, preservatives), expiration time, and, within        
certain limits, labeling.                                                       

Drug products are considered pharmaceutical alternatives if they contain the    
same therapeutic moiety, but are different salts, esters, or complexes of that  
moiety, or are different dosage forms or strengths.  Data are generally not     
available for FDA to make the determination of tablet to capsule                
bioequivalence.  Different dosage forms and strengths within a product line     
by a single manufacturer are thus pharmaceutical alternatives, as are           
extended-release products when compared with immediate-release or               
standard-release formulations of the same active ingredient.                    

Drug products are considered to be therapeutic equivalents only if they are     
pharmaceutical equivalents and if they can be expected to have the same         
clinical effect when administered to patients under the conditions specified    
in the labeling.                                                                

The FDA classifies as therapeutically equivalent those products that meet the   
following general criteria: (1) they are approved as safe and effective; (2)    
they are pharmaceutical equivalents in that they (a) contain identical amounts  
of the same active drug ingredient in the same dosage form and route of         
administration, and (b) meet compendia or other applicable standards of         
strength, quality, purity, and identity; (3) they are bioequivalent in that (a) 
they do not present a known or potential bio-equivalence problem, and they meet 
an acceptable in vitro standard, or (b) if they do present such known or        
potential problem, they are shown to meet an appropriate bioequivalence         
standard; (4) they are adequately labeled; (5) they are manufactured in         
compliance with Current Good Manufacturing Practice regulations.                

The concept of therapeutic equivalence, applies only to drug products           
containing the same active ingredients, and does not encompass a comparison     
of different therapeutic agents used for the same condition.                    

The FDA considers drug products to be therapeutically equivalent if they meet   
the criteria outlined above, even though they may differ in certain other       
characteristics such as shape, scoring configuration, packaging, excipients     
(including colors, flavors, preservatives), expiration time and minor aspects   
of labeling (e.g., the presence of specific pharmacokinetic information).       

The FDA believes that products classified as therapeutically equivalent can be  
substituted with the full expectation that the substituted product will produce 
the same clinical effect and safety profile as the prescribed product.          

The term bioavailability describes the rate and extent to which the active drug 
ingredient or therapeutic ingredient is absorbed from a drug product and        
becomes available at the site of drug action.                                   

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This term bioequivalent drug products describes pharmaceutically equivalent     
products that display comparable bioavailability when studied under similar     
experimental conditions.  Section 505 (j)(7)(B) of the Act describes conditions 
under which a test and reference listed drug shall be considered bioequivalent: 

a) the rate and extent of absorption of the test drug do not show a significant 
  difference from the rate and extent of absorption of the reference drug when
administered at the same molar dose of the therapeutic ingredient under   
similar experimental conditions in either a single dose or multiple doses;

b) the extent of absorption of the test drug does not show a significant        
difference from the extent of absorption of the reference drug when       
administered at the same molar dose of the therapeutic ingredient under   
   similar experimental conditions in either a single dose or multiple doses and
  the difference from the reference drug in the rate of absorption of the drug
is intentional, is reflected in its proposed labeling, is not essential to
 the attainment of effective body drug concentrations on chronic use, and is
considered medically insignificant for the drug. Where these above methods
 are not applicable (e.g., for topically applied products intended for local
rather than systemic effect), other in vivo tests of bioequivalence may be
appropriate.                                                              

Bioequivalence may sometimes be demonstrated using an in vitro bioequivalence   
standard, especially when such an in vitro test has been correlated with human  
in vivo bioavailability data or in other situations through comparative         
clinical trials or pharmacodynamic studies.                                     

Statistical Criteria for Bioequivalence                                         

The FDA requires under the Drug Price Competition and Patent Term Restoration   
Act of 1984, that companies seeking approval to market a generic drug must      
submit data demonstrating that the drug product is bioequivalent to the pioneer 
(innovator) drug product.  A major premise underlying the 1984 law is that      
bioequivalent products are therapeutically equivalent and, therefore,           
interchangeable.                                                                

The standard bioequivalence study is conducted in a crossover fashion in a      
small number of volunteers, usually with 12 to 24 healthy normal male adults.   
Single doses of the test and reference drugs are administered and blood or      
plasma levels of the drug are measured over time.  Characteristics of these     
concentration-time curves, such as the area under the curve (AUC) and the       
peak blood or plasma concentration (C max), are examined by statistical         
procedures.                                                                     

Bioequivalence of different formulations of the same drug substance involves    
equivalence with respect to the rate and extent of drug absorption.  Two        
formulations whose rate and extent of absorption differ by 20% or less are      
generally considered bioequivalent.  The use of the 20% rule is based on a      
medical decision that, for most drugs, a 20% difference in the concentration    
of the active ingredient in blood will not be clinically significant.           

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In order to verify, for a particular pharmacokinetic parameter, that the        
-/+ 20% rule is satisfied, two one-sided statistical tests are carried out      
using the data from the bioequivalence study.  One test is used to verify       
that the average response for the generic product is no more than 20% below     
that for the innovator product; the other test is used to verify that the       
average response for the generic product is no more than 20% above that for     
the innovator product.  The current practice is to carry out the two            
one-sided tests at the 0.05 level of significance.                              

Computationally, the two one-sided tests are carried out by computing a 90%     
confidence interval.  For approval of abbreviated new drug applications         
(ANDA's), in most cases, the generic manufacturer must show that a 90 percent   
confidence interval of the difference between the mean response (usually AUC    
and max) of its product and that of the innovator is within the limits -/+ 20   
percent of the innovator mean.  If the true difference between the products is  
near 20 percent of the innovator mean, the confidence limit will likely be      
outside the acceptable range and the product will fail the bioequivalence test. 
Thus, an approved generic product is likely to differ from that of the          
innovator by far less than this quantity.                                       

The current practice of carrying out two one-sided tests at the 0.05 level of   
significance ensures that if the two products truly differ by as much or more   
than is allowed by the equivalence criteria (usually +/- 20 percent of the      
innovator product average for the bioequivalence parameter, such as AUC or      
Cmax) there is no more than a 5 percent chance that they will be approved as    
equivalent.  This reflects the fact that the primary concern from the           
regulatory point of view is the protection of the patient against the           
acceptance of bioequivalence if it does not hold true.  The results of a        
bioequivalence study must usually be acceptable for more than one               
pharmacokinetic parameter.  As such, a generic product that truly differs by    
20 percent or more from the innovator product with respect to one or more       
pharmacokinetic parameters, would actually have less than a 5 percent chance    
of being approved.  Therefore, the Company must be duplicate and demonstrate    
to the FDA that their product can meet these criteria.                          

(v)  Raw Materials and Suppliers                                                

The raw material to produce a generic is a major concern.  Although many        
innovator companies have their patents expire, they are the sole manufacturers  
of the raw materials needed to make the generic counterparts.   In a sense,     
they can prevent a generic product from entering the market place by            
controlling the raw materials needed to produce it.  Therefore, the first       
criteria, Plainview Laboratories, Inc., utilizes in selecting a generic         
product, is to determine the availability of the raw materials to produce it.   
As long as the raw materials are widely available, the Company will proceed     
to evaluate whether or not it can be produced as a generic product.  This       
company research to identify pharmaceutical raw materials should be             
considered proprietary information.                                             

The Company does not intend to manufacture any products.  The Company intends   
to license to, or enter into strategic alliances with, larger pharmaceutical    
and veterinary companies that are equipped to manufacture pharmaceutical        
products that the Company plans to seek to develop and market.                  

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(vi)  Customers                                                                 

The Company plans to distribute its product - if and when it gets to this stage 
of its business plan - into the marketplace through drug wholesalers, chain     
pharmacies and State Medicaid programs.  As of April 30, 2000, no sales         
revenues have been generated by the Company.  In addition, the Company does not 
expect to generate any sales revenues in the foreseeable future.                

The customer profile, however, for generic products in the U.S. currently       
includes:                                                                       

                                                                [Download Table]


   Business                                   Number                            
--------------                             -----------                          
                                                                                
Drug wholesalers                               278                              
Pharmacies                                   50,000                             
Drug Chain Headquarters                        100                              
Contracting Managed Health Care                 70                              
Federal Government (DOD)                         1                              
State Medicaid Programs                         50                              

It should be noted that the ten (10) largest drug wholesalers, service and      
distribute to approximately eighty (80) percent of the entire pharmaceutical    
business in the U.S.  Therefore, once a drug receives FDA approval,             
distribution then becomes the next concern of a pharmaceutical company.  With   
limited resources, the Company believes that it will take a deal of time and    
effort to obtain product distribution of a generic pharmaceutical product.      
This could adversely affect the Company's sales results.                        

(vii)  Patents, Trademarks, Licenses, Franchises, Concessions, Royalty          
Agreements, or Labor Contracts                                                  

The Company plans to produce generic pharmaceutical products, in which the      
innovator's product patent has expired.  Patents are generally not issued to    
generic pharmaceutical products.  If the company receives FDA approval to       
sell a generic product, it plans to give the product a generic tradename        
which would be registered with the US Trademark office.  It is too premature    
to submit any entries, as the US Trademark Office requires that submissions     
should not be made until at least six (6) months until the product is           
marketed.   The Company expects the generic approval process will take          
eighteen (18) to twenty-four (24) months.                                       

(viii)  Regulation                                                              

The pharmaceutical industry is tightly regulated by the FDA, DEA, and State     
Governments, and State Boards of Pharmacy. Under Section 510(h) of the Federal  
Food, Drug, and Cosmetic Act, every drug establishment registered with the FDA  
must be inspected at least once every two (2) years to determine if the drugs   
they market are produced in conformance with current Good Manufacturing         
Practices (GMP).  Copies of the inspection reports generated by the FDA         
District conducting the inspection or any other inspections conducted are       
available from the local Districts offices pursuant to the Freedom of           
Information regulations.  These reports are also available from:  National      
Technical Information Service, 5285 Port Royal Road, Springfield, VA  22161.    

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For this reason, the Company plans to use sub-contractors who are in good       
standing with the FDA.  If the Company hopes to achieve FDA approval of a       
generic drug, the Company needs to utilize FDA approved facilities.  When the   
FDA reviews the submission package from the Company, they will quickly          
ascertain which facilities did the testing and manufacturing and whether or     
not they facilities are approved FDA facilities.  The Company believes the      
usage of non-approved FDA sub-contractors would only delay the approval         
process.                                                                        

(ix)  Effect of Existing or Probable Government Regulations                     

Although the Company plans on obtaining all required federal and state permits, 
licenses, FDA registrations and bonds to operate its facilities, there can be no
assurance that the Company's operations and profitability will not be subject   
to more restrictive regulation or increased taxation by federal, state, or      
local agencies.                                                                 

(x)  Research and Development Activities                                        

Plainview Laboratories, Inc., believes it can minimize the cost to produce      
generic pharmaceutical products by out-sourcing the steps necessary to obtain   
Food and Drug Administration (FDA) approval.                                    

The goal of Plainview Laboratories, Inc. is to obtain an ANDA (Abbreviated New  
Drug Application) from the FDA to produce and market a pharmaceutical product   
where the patent on the brand name product has expired, and then subsequently   
market its generic version.  The FDA requires one holder (a primary contact) of 
the ANDA.  The Company needs to consider whether or not the contract            
manufacturer will submit the submission package to the FDA, and be the holder   
of the ANDA for this product.  If this becomes the case, the Company            
would need to enter into a contract with the contract manufacturer to be the    
exclusive distributor of this product.  At this time, the Company is still in   
the process of identifying contract facilities to undertake this work.  Since   
this is a lengthy process, the Company believes it is too premature to          
determine who the actual holder of the ANDA for this product will be.           

Thus far, the Company has identified a generic pharmaceutical product, in which 
the innovator patent has recently expired.  The Company plans to investigate    
the steps necessary to obtain an ANDA for this product.  In December, 1998, the 
Company signed a Confidentially Agreement with a large pharmaceutical contract  
manufacturer to pursue this initiative.  In addition, the Company has received  
from the FDA, under the Freedom of Information Act, the innovator Drug Filings  
for its first targeted generic drug product.  If the Company can obtain an ANDA 
from the FDA to market generic drugs, the Company would need additional funding 
to cover the cost of manufacturing, inventories, distribution, warehousing,     
sales, administration and marketing.  Without FDA approval, the Company cannot  
justify the cost of these expenses, however, as it is a developmental company   
with no approved product(s).                                                    

(xi)  Impact of Environmental Laws                                              

The pharmaceutical industry is tightly regulated.  The Company plans to         
subcontract almost all of its work to outside laboratories and to an outside    
pharmaceutical manufacturer.  It is the Company's intent to only utilize FDA    
approved facilities, as it needs to have its generic product FDA approved       
before it can be marketed.                                                      

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(xii)  Employees                                                                

The Company currently has one (1) employee: one President.  All of the research 
and development with be subcontracted to outside laboratories and a             
manufacturing facility.  This subcontracting will be coordinated by the         
President of the Company.  If the company can obtain an ANDA from the FDA for a 
generic pharmaceutical product, at that time the Company will either consider   
adding more employees, or selling its rights to market the product to another   
Company.                                                                        

(xiii)  Year 2000 Issue                                                         

The Company's business does not currently utilize any electronic processing     
systems and therefore is not directly at risk for having systems that will not  
recognize the Year 2000 ("Y2K") or treat any date after December 31, 1999 as a  
date during the twentieth century. However, no assurances can be given that the 
Company will be able to avoid all Y2K problems, especially those that might     
originate with third parties with whom the Company transacts business, such as  
financial institutions, and the Company has not undertaken any investigation to 
determine the Y2K readiness of such parties. If the Company, or any third party 
with whom the Company does business were to have a Y2K problem, the business of 
the Company could be disrupted and the Company's financial condition and        
results of operations could be materially adversely affected.                   

Item 2.  Management's Discussion and Analysis or Plan of Operation              

A.  Management's Plan of Operation                                              

The Company was formed on December 31, 1998, under the laws of the State of     
Nevada.  The Company has been inactive from the date of inception through March 
14, 2000.  At that time, the Company issued 1,000,000 shares of its $0.001 par  
value common stock for cash of $1,000.  Since the Company has been inactive     
since its date of inception, there has been no costs to the Company.            
Management recognizes that the Company needs to be further capitalize before it 
can initiate its business plan.  The Company does not have significant cash or  
other material assets, nor does it have an established source of revenues       
sufficient to cover its operating costs and to allow it to continue as a going  
concern.  It is, however, the intent of the Company to seek to raise additional 
capital via a private placement offering pursuant to Regulation "D" Rule 505 or 
506 or a private placement.                                                     

The Company does not have any preliminary agreements or understandings between  
the company and its stockholders/officers and directors with respect to loans or
financing to operate the company.  The Company currently has no arrangements or 
commitments for accounts and accounts receivable financing.  There can be no    
assurance that any such financing can be obtained or, if obtained, that it will 
be on reasonable terms.                                                         

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This is a developmental stage company.  The Company hopes to produce generic    
pharmaceutical products, through contract laboratories and manufacturing        
facilities, for pharmaceutical products that have lost their innovator patent,  
and where no other generics for these products are currently available on the   
market.  If successful, the Company plans to distribute this product into the   
marketplace through drug wholesalers, chain pharmacies and State Medicaid       
programs.                                                                       

It is the Company's intention to enter the marketplace with the first versions  
of generic drugs, after their innovator patents have expired.  There are no     
guarantees that other generic pharmaceuticals could not enter the market first  
with a similar product beforehand.  Other companies could be developing a       
similar product; if they enter the market first, this would dramatically        
curtail any earnings potential for the Company.  Additionally, a superior       
competitive product could force the Company out of business.                    

As of April 30, 2000, the Company has yet to generate any revenues.  In         
addition, the Company does not expect to generate any revenues over the next    
approximately twenty-four months.                                               

(ii)  No engineering, management or similar report has been prepared or         
provided for external use by the Company in connection with the offer of        
its securities to the public.                                                   

(iii) Management believes that the Company's future growth and success will be  
largely dependent on its ability to obtain an ANDA (Abbreviated New Drug        
Application) from the FDA to produce and market a pharmaceutical product where  
the patent on the brand name product has expired, and then subsequently market  
a generic version.                                                              

The Company has not incurred any research and development costs from December   
31, 1998 (date of inception) through April 30, 2000.  The for research          
activities are not expected to be borne by any of the Company's customers, of   
which there are none, but rather by the Company.                                

(iv)  The Company does not expect to purchase or sell any of its facilities or  
equipment.                                                                      

(v)  Management does not anticipate any significant changes in the number of    
its employees over the next approximately twelve (12) months.                   

B.  Segment Data                                                                

As of April 30, 2000, no sales revenue has been generated by the Company.       
Accordingly, no table showing percentage breakdown of revenue by business       
segment or product line is included.                                            

Item 3.  Description of Property                                                

A.  Description of Property                                                     

The Company's corporate headquarters are located at:  308 Horn Street,          
Las Vegas, NV  89107  Telephone number:   (702) 203-8477.  The office space     
is provided by the officer of the Company at no cost to the Company.            

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The Company plans to sub-contract all of its development and research work to   
other companies.  Therefore, at this time, management of the Company does not   
believe that the Company needs the expense burden of leasing office facilities. 

Management believes that this arrangement is suitable given the limited nature  
of the Company's current operations, and also believes that the Company will    
not need to lease additional administrative offices and/or research facilities  
for the next twenty-four (24) months.  There are currently no proposed programs 
for the renovation, improvement or development of the facilities currently      
being utilized by the Company.                                                  

B.  Investment Policies                                                         

The Company does not currently own and the Company has not made any investments 
in real estate, including real estate mortgages, and the Company does not       
intend to make such investments in the near future.                             

Item 4.  Security Ownership of Management and Certain Security Holders          

A.   The following table sets forth information concerning stock ownership of   
(i) each director, (ii) each executive officer, (iii) the directors and         
officers of the Company as a group, (iv) and each person known by the Company   
to own beneficially more than five percent (5%) of the Common Stock of the      
Company.  Unless otherwise indicated, the owners have sole voting and           
investment power with respect to their respective shares.                       

                                                                [Download Table]

                                                  Amount                    
Title         Name and Address                    of shares      Percent    
of            of Beneficial                       held by        of         
Class         Owner of Shares     Position        Owner          Class      
----------------------------------------------------------------------------
                                                                            

Common       Juliann DeStefano(1) CEO/CFO         820,000        82.00%     

----------------------------------------------------------------------------

Common   All Executive Officers and                                         
         Directors as a Group (1 persons)         820,000        82.00%     


(1) c/o Plainview Laboratories, Inc., 308 Horn Street, Las Vegas, NV  89107     

B.  Persons Sharing Ownership of Control of Shares                              

   No person other than Juliann DeStefano owns or shares the power to vote ten
percent (10%) or more of the Company's securities.                      

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C.   Non-voting Securities and Principal Holders Thereof                        

The Company has not issued any non-voting securities.                   

D.   Options, Warrants and Rights                                               

There are no options, warrants or rights to purchase securities of the  
Company.                                                                

E.   Parents of the Issuer                                                      

Under the definition of parent, as including any person or business     
entity who controls substantially all (more than 80%) of the issuers of 
common stock, the Company has no parents.                               

Item 5.  Directors, Executive Officers and Significant Employees                

A.   Directors, Executive Officers and Significant Employees                    

The names, ages and positions of the Company's directors and executive officers 
are as follows:                                                                 

                                                                [Download Table]


Name                         Age           Position                  
------------                 ---      -------------------------------
                                                                     
Juliann DeStefano, RN, MPH   42       President, Chief Executive     
                                      Officer, Chief Financial       
                                      Officer, and Director          


B.  Family relationships                                                        

None - Not Applicable.                                                          

C.  Work Experience                                                             

Julian DeStefano, RN, MPH                                                       

The Company is managed and led by Juliann DeStefano, RN, MPH has background     
in public health and nursing.  This is her first experience in bringing         
a generic pharmaceutical product through the Food and Drug Administration       
(FDA) process.                                                                  

1981-1982 Home Care Coordinator, Quality Care Nursing, Los Angeles,             
California.                                                                     

1985-1986, Director of Nursing, Quality Care Nursing, Los Angeles,              
California.                                                                     

1984- 1985, Registered Nurse on Coronary Observation Unit, Staff nurse,         
primary care, at Daniel Freeman Marina Hospital, Marina del Key, California.    

1989-1990, Ambulatory Clinic Nurse Manager, LA County Yvonne Burke Health       
Center, Santa Monica, California.                                               

1991 (Summer months) Commission Officer Student Training Externship Program,    
U.S. Public Health Services, Washington, D.C.                                   

1990-1992  Registered Nurse on Cardiac Observation Unit, UCLA Medical           
Center, Los Angeles, California.                                                

1992-1994  Presidential Management Intern Program, National Institute of        
Health, Bethesda, Maryland                                                      

1994-1998, Special Assistant to Director, Center for Mental Health              
Services, Department of Health and Human Services, Rockville, Maryland.         

1998-Present, Program Analyst, Maternal and Child Health Bureau,                
Department of National Institute of Health, Rockville, Maryland.                

Education:                                                                      

May, 1979, State University of New York, College at Cortland.                   

June, 1984, Associate of Arts, Nursing, Los Angeles City College.               

June, 1992, Master of Public Health, University of California, Los              
Angeles, School of Public Health.                       

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D.   Involvement on Certain Material Legal Proceedings During the Last Five     
Years                                                                 

(1)  No director, officer, significant employee or consultant has been          
convicted in a criminal proceeding, exclusive of traffic violations.  

(2)  No bankruptcy petitions have been filed by or against any business or      
property of any director, officer, significant employee or consultant 
of the Company nor has any bankruptcy petition been filed against a   
partnership or business association where these persons were general  
partners or executive officers.                                       

(3)  No director, officer, significant employee or consultant has been          
permanently or temporarily enjoined, barred, suspended or otherwise   
 limited from involvement in any type of business, securities or banking
activities.                                                           

(4)  No director, officer or significant employee has been convicted of         
violating a federal or state securities or commodities law.           

Item 6.  Executive Compensation                                                 

(i) Remuneration of Directors and Executive Officers                            

The Company currently does not have employment agreements with each its         
executive officer.  The executive officer will not draw any salary from         
the Company, and the Company - in order to prudently manage its limited         
financial resources - does not plan on compensating its executive officers      
for their present services rendered to the Company for the foreseeable future   
as the FDA approval process is a slow process.  Based on the fact, that         
it is such a slow process to obtain an ANDA from the FDA, Juliann DeStefano,    
the sole officer and employee of the Company, does not plan to devote for       
than four hours per week to the Company, as she is involved with other          
projects and duties (See Item 5 (C) "Work Experience").                         

(ii)  Compensation of Directors                                                 

There were no arrangements pursuant to which any director of the Company was    
compensated for the period from December 31, 1998 to April 30, 2000 for any     
service provided as a director.  In addition, no such arrangement is            
contemplated for the foreseeable future.                                        

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Item 7.      Interest of Management and Others in Certain Transactions          

Because of the Company's development stage nature and its relatively recent     
inception, December 31, 1998, the Company has no relationships or transactions  
to disclose.                                                                    

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Part II       

Item 1.   Legal Proceedings                                                     

The Company is not currently involved in any legal proceedings nor does it have 
knowledge of any threatened litigation.                                         

Item 2.   Market for Common Equity and Related Stockholder Matters              

A.  Market Information                                                          

(1)  The common stock of the Company is currently not traded on the OTC         
Bulletin Board or any other formal or national securities exchange.  There is   
no trading market for the Company's Common Stock at present and there has       
been no trading market to date.  At this time, management has not undertaken    
any discussions, preliminary or otherwise, with any prospective market maker    
concerning the participation of such market maker in the aftermarket for the    
Company's securities, but the Company may initiate such discussions in the      
future.  In addition, being a start-up, there is no fiscal history to disclose. 

(2)(i)  There is currently no Common Stock which is subject to outstanding      
options or warrants to purchase, or securities convertible into, the Company's  
Common Stock.                                                                   

(ii)  There is currently no common Stock of the Company which could be sold     
under Rule 144 under the Securities Act of 1933, as amended, or that the        
registrant has agreed to register for sale by the security holders.             

(iii)   There is currently no common equity that is being or is proposed to be  
publicly offered by the registrant, the offering of which could have a material 
effect on the market price of the issuer's common equity.                       

B.   Dividends                                                                  

The Company has never paid or declared any dividend on its Common Stock and     
does not anticipate paying cash dividends in the foreseeable future.            

C.  Holders                                                                     

As of April 30, 2000, the Company has approximately five (5) stockholders of    
record.                                                                         

D.  Reports to Shareholders                                                     

The Company intends to furnish its shareholders with annual reports containing  
audited financial statements and such other periodic reports as the Company may 
determine to be appropriate or as may be required by law.  Upon the             
effectiveness of this Registration Statement, the Company will be required to   
comply with periodic reporting, proxy solicitation and certain other            
requirements by the Securities Exchange Act of 1934.                            

E.  Transfer Agent and Registrar                                                

The Company does not have a Transfer Agent at this time.                        

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Item 3.  Recent Sales of Unregistered Securities                                

The Company has been dormant since its inception on December 31, 1998.  On      
December 31, 1998, the company issued 1,000,000 shares of its $0.001 par value  
Common stock for cash of $1,000.                                                

As of April 30, 2000, the Company has one million (1,000,000) shares of its     
$0.001 par value common voting stock issued and outstanding which are held      
by approximately five (5) shareholders of record.                               

Item 4.  Description of Securities                                              

A.  Common Stock                                                                

(1)  Description of Rights and Liabilities of Common Stockholders               

i.   Dividend Rights - The holders of outstanding shares of common stock are    
entitled to receive dividends out of assets legally available therefore at such 
times and in such amounts as the Board of Directors of the Company may from     
time to time determine.  The board of directors of the Company will review its  
dividend policy from time to time to determine the desirability and feasibility 
of paying dividends after giving consideration the Company's earnings,          
financial condition, capital requirements and such other factors as the board   
may deem relevant.                                                              

ii.  Voting Rights - Each holder of the Company's common stock are entitled to  
one vote for each share held of record on all matters submitted to the vote of  
stockholders, including the election of directors.  All voting is               
noncumulative, which means that the holder of fifty percent (50%) of the        
shares voting for the election of the directors can elect all the directors.    
The board of directors may issue shares for consideration of previously         
authorized but unissued common stock without future stockholder action.         

iii.  Liquidation Rights - Upon liquidation, the holders of the common stock    
are entitled to receive pro rata all of the assets of the Company available     
for distribution to such holders.                                               

iv.  Preemptive Rights - Holders of common stock are not entitled to preemptive 
rights.                                                                         

v.  Conversion Rights - No shares of common stock are currently subject to      
outstanding options, warrants, or other convertible securities.                 

vi.  Redemption rights - no redemption rights exist for shares of common stock. 

vii. Sinking Fund Provisions - No sinking fund provisions exist.                

viii.  Further Liability For Calls - No shares of common stock are subject to   
further call or assessment by the issuer.  The Company has not issued stock     
options as of the date of this registration statement.                          

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(2)  Potential Liabilities of Common Stockholders to State and Local            
Authorities                                                             

No material potential liabilities are anticipated to be imposed on stockholders 
under state statutes.  Certain Nevada regulations, however, require regulation  
of beneficial owners of more than 5% of the voting securities.  Stockholders    
that fall into this category, therefore, may be subject to fines in             
circumstances where non-compliance with these regulations are established.      

B.  Debt Securities                                                             

The Company is not registering any debt securities, nor are any outstanding.    

C.  Other Securities To Be Registered                                           

The Company is not registering any security other than its Common Stock.        

Item 5.  Indemnification of Directors and Officers                              

The Bylaws of the Company provide for indemnification of its directors,         
officers and employees as follows:                                              

Every director, officer, or employee of the Corporation shall be                
indemnified by the Corporation against all expenses and liabilities, including  
counsel fees, reasonably incurred by or imposed upon him/her in connection with 
any proceeding to which he/she may be made a party, or in which he/she may      
become involved, by reason of being or having been a director, officer,         
employee or agent of the Corporation or is or was serving at the request of the 
Corporation as a director, officer, employee or agent of the Corporation,       
partnership, joint venture, trust or enterprise, or any settlement thereof,     
whether or not he/she is a director, officer, employee or agent at the time     
such expenses are incurred, except in such cases wherein the director, officer, 
employee or agent is adjudged guilty of willful misfeasance or malfeasance in   
the performance of his/her duties; provided that in the event of a settlement   
the indemnification herein shall apply only when the Board of Directors         
approves such settlement and reimbursement as being for the best interests of   
the Corporation.                                                                

The Bylaws of the Company further states that the Company shall provide to      
any person who is or was a director, officer, employee or agent of the          
Corporation or is or was serving at the request of the Corporation as a         
director, officer, employee or agent of the corporation, partnership, joint     
venture, trust or enterprise, the indemnity against expenses of a suit,         
litigation or other proceedings which is specifically permissible under         
applicable Nevada law.  The Board of Directors may, in its discretion, direct   
the purchase of liability insurance by way of implementing the provisions of    
this Article. However, the Company has yet to purchase any such insurance and   
has no plans to do so.                                                          

The Articles of Incorporation of the Company states that a director or          
officer of the corporation shall not be personally liable to this corporation   
or its stockholders for damages for breach of fiduciary duty as a director or   
officer, but this Article shall not eliminate or limit the liability of a       
director or officer for (i) acts or omissions which involve intentional         
misconduct, fraud or a knowing violation of the law or (ii) the unlawful        
payment of dividends.  Any repeal or modification of this Article by            
stockholders of the corporation shall be prospective only, and shall not        
adversely affect any limitation on the personal liability of a director or      
officer of the corporation for acts or omissions prior to such repeal or        
modification.                                                                   

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Article XI of the Articles of Incorporation states: "The corporation shall      
indemnify any person who incurs expenses by reason of the fact that he or she   
is or was an officer, director, employee of agent of the corporation.  This     
indemnification shall be mandatory on all circumstances in which                
indemnification is permitted by law."  Article XII of the Articles of           
Incorporation states: "The corporation shall indemnify its directors and        
officers of the corporation from personal liability for lawful acts of the      
corporation as permitted by law."                                               

Insofar as indemnification for liabilities arising under the Securities         
Act may be permitted to directors, officers and controlling persons of the      
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant   
has been advised that in the opinion of the Securities and Exchange Commission  
such indemnification is against public policy as expressed in the Securities    
Act and is, therefore, unenforceable.  In the event that a claim for            
indemnification against such liabilities (other than the payment by the         
Registrant of expenses incurred or paid by a director, officer or controlling   
person of the Registrant in the successful defense of any action, suit or       
proceeding) is asserted by such director, officer or controlling person in      
connection with the securities being registered, the Registrant will, unless    
in the opinion of its counsel the matter has been settled by controlling        
precedent, submit to a court of appropriate jurisdiction the question whether   
such indemnification by it is against public policy as expressed in the         
Securities Act and will be governed by the final adjudication of such issue.    

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Part F/S          

Item 1.  Financial Statements                                                   

The following documents are filed as part of this report:                       

a) Plainview Laboratories, Inc.                                                 

                                                                [Download Table]
                                                                  Page
                                                                      
Financial Statements                                                  

  Report of G. Brad Beckstead, CPA                                  1 

  Balance Sheet as of April 30, 2000                                2 

  Statement of Operations for the period from                         
       December 31, 1998 through April 30, 2000                     3 

  Statement of Stockholder's Equity for the period from               
       December 31, 1998 through April 30, 2000                     4 

  Statement of Cash Flows for the period from                         
       December 31, 1998 through April 30, 2000                     5 

  Notes to Financial Statements                                    6-7


b)    Interim Financial Statements are not provided at this time as they are not
applicable at this time.                                            

c)    Financial Statements of Businesses Acquired or to be acquired are not     
provided at this time, as they are not applicable at this time.     

d)    Proforma Financial Information is not provided at this time, as it is not 
applicable at this time.                                            

Item 2.  Changes in and Disagreements with Accountants on Accounting and        
Financial Disclosure.                                         

None --  Not Applicable.                                      

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Financial Statements                                                            

Plainview Laboratories, Inc.    
(A Development Stage Company)   

Balance Sheet   
as of     
April 30, 2000      

and   

Statements of Income,   
Stockholders' Equity, and   
Cash Flows  
for the period  
December 31, 1998 (Date of Inception) to
April 30, 2000  

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                                                                [Download Table]


                              TABLE OF CONTENTS                         

                                                                   PAGE 
                                                                        
Independent Auditor's Report                                       F-1  

Balance Sheet                                                      F-2  

Income Statement                                                   F-3  

Statement of Stockholders' Equity                                  F-4  

Statement of Cash Flows                                            F-5  

Footnotes                                                          F-6-7


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G. BRAD BECKSTEAD                                                               
Certified Public Accountant                                                     
330 E. Warm Springs                                                             
Las Vegas, NV 89119                                                             
702.528.1984                                                                    
425.928.2877 (efax)                                                             

          INDEPENDENT AUDITOR'S REPORT

May 23, 2000                                                                    

Board of Directors                                                              
Plainview Laboratories, Inc.                                                    
Las Vegas, NV                                                                   

I have audited the Balance Sheet of Plainview Laboratories, Inc. (the "Company")
(A Development Stage Company), as of April 30, 2000, and the related Statements 
of Operations, Stockholders' Equity, and Cash Flows for the period December 31, 
1998 (Date of Inception) to April 30, 2000.  These financial statements are the 
responsibility of the Company's management.  My responsibility is to express    
an opinion on these financial statements based on my audit.                     

I conducted my audit in accordance with generally accepted auditing             
standards.  Those standards require that I plan and perform the audit to        
obtain reasonable assurance about whether the financial statements are free     
of material misstatement.  An audit includes examining, on a test basis,        
evidence supporting the amounts and disclosures in the financial statement      
presentation.  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 my audit provides a   
reasonable basis for my opinion.                                                

In my opinion, the financial statements referred to above present fairly, in    
all material respects, the financial position of Plainview Laboratories, Inc.,  
(A Development Stage Company), as of 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 3 to the financial      
statements, the Company has had limited operations and have not commenced       
planned principal operations.  This raises substantial doubt about its          
ability to continue as a going concern.  Management's plan in regard to these   
matters are also described in Note 3.  The financial statements do not          
include any adjustments that might result from the outcome of this              
uncertainty.                                                                    

/s/ G. Brad Beckstead                                                           
---------------------------                                                     
G. BRAD BECKSTEAD, CPA                                                          

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Plainview Laboratories, Inc.  
(A Development Stage Company) 

Balance Sheet   
April 30  

                                                                [Download Table]


BALANCE SHEET                                              

ASSETS                                              2000   
                                                    -----  
                                                           
Cash                                              $  1,000 
                                                  -------- 

     Total Assets                                 $  1,000 
                                                  ======== 

Liabilities and Stockholders' Equity                       

Common stock, $0.001 par value,                            
    20,000,000 share authorized;                           
    1,000,000 shares issued and                            
    outstanding at 4/30/00                            1,000

Deficit accumulated during                                 
   Development stage                                    (0)
                                                   --------

    Total Stockholders' Equity                        1,000
                                                   --------
    Total Liabilities and Stockholders' Equity     $  1,000
                                                   ========


See accompanying "Independent Auditor's Report".                        

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Plainview Laboratories, Inc.    
(A Development Stage Company)   

Income Statement      
For the period        
December 31, 1998 (Date of Inception) to  
April 30, 2000      

                                                                [Download Table]


INCOME STATEMENT                                              

                                          December 31, 1998   
                                        (Date of Inception) to
                                            April 30, 2000    
                                         ---------------------

                                                              
Revenue                                   $      -0-          

General and administrative expenses              (0)          
                                          ----------          

Net loss                                  $       0           
                                          =========           

Weighted average numbr of                                     
   common shares outstanding              1,000,000           

Net loss per share                        $     -0-           
                                          =========           

    See accompanying "Independent Auditor's Report".          

                                    F-3                       

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                       Plainview Laboratories, Inc.           
                       (A Development Stage Company)          

               Statement of Changes in Stockholders' Equity   
                             For the period                   
                   December 31, 1998 (Date of Inception) to   
                              April 30, 2000                  

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY                  

                                                                [Download Table]

                                                   Deficit                 
                                                 Accumulated               
                                                  During       Total       
                          Common       Stock    Development   Stockholders'
                          Shares       Amount      Stage      Equity       
                        ---------     -------   ---------     ---------    
                                                                           
March 31, 2000                                                             
Issued for cash         1,000,000     1,000.00                 1,000.00    

Net Loss                                                                   
December 31, 1988                                                          
(inception) to                                                             
March 31, 2000                                      (0.00)       (0.00)    
                        -----------------------------------------------    

Balance as of                                                              
March 31, 2000         1,000,000   $ 1,000.00      $ (0.00)   $1,000.00    
                       =========   ==========      ========   =========    

    See accompanying "Independent Auditor's Report".                       

                                   F-4                                     

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                       Plainview Laboratories, Inc.                        
                       (A Development Stage Company)                       
                        Statement of Cash Flows                            
                             For the period                                
                   December 31, 1998 (Date of Inception) to                
                              April 30, 2000                               

                                                                [Download Table]


STATEMENT OF CASH FLOWS                                       

                                                              
CASH FLOWS FROM OPERATING ACTIVITIES                          

     Net Loss                                              (0)
                                                       -------
     Net cash used by operating activities                 (0)
                                                       -------

CASH FLOWS FROM INVESTING ACTIVITIES                          

     Net cashed used by investing activities               -0-
                                                       -------

CASH FLOWS FROM FINANCING ACTIVITIES                          

     Issuance of capital stock                          1,000 
                                                       ------ 
     Net cash provided by financing activities          1,000 
                                                       ------ 

     Beginning cash                                       -0- 
                                                       ------ 

     Ending cash                                        1,000 
                                                       ====== 

NON-CASH TRANSACTIONS                                         

     Interest expense                                     -0- 
     Income taxes                                         -0- 

    See accompanying "Independent Auditor's Report".          


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Plainview Laboratories, Inc.  
(A Development Stage Company) 
Footnotes       

Note 1 - History and organization of the company                                

The Company was organized December 31, 1998 (Date of Inception) under the laws  
of the State of Nevada.  The Company has no operations and in accordance with   
SFAS #7, the Company is considered a development stage company.  The Company    
is authorized to issue 20,000,000 shares of $0.001 par value common stock and   
5,000,000 of its $0.001 par value common stock.                                 

Note 2 - Summary of significant accounting policies                             

Accounting policies and procedures have not been determined except as follows:  

1. The Company uses the accrual method of accounting.                           

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

3. The Company maintains a cash balance in a non-interest-bearing bank that     
currently does not exceed federally insured limits.  For the purpose of the     
statements of cash flows, all highly liquid investments with the maturity of    
three months or less are considered to be cash equivalents.  There are no       
cash equivalents as of April 30, 2000.                                          

4. Earnings per share (EPS) is computed using the weighted average number of    
shares of common stock outstanding during the period.  Diluted EPS is           
computed by dividing net income by the weighted average shares outstanding,     
assuming all dilutive potential common shares were issued.  Since the           
Company has no common shares that are potentially issuable, such as stock       
options, convertible preferred stock and warrants, basic and diluted EPS are    
the same.  The Company had no dilutive common stock equivalents such as         
stock options as of April 30, 2000.                                             

5. The Company has not yet adopted any policy regarding payment of dividends.   
No dividends have been paid since inception.                                    

6.  The Company will review its need for a provision for federal income tax     
After each operating quarter and each period for which a statement of           
Operations is issued.                                                           

7. The Company has adopted December 31 as its fiscal year end.                  

Note 3 - Income taxes                                                           

Income taxes are provided for using the liability method of accounting in       
accordance with Statement of Financial Accounting Standards No. 109 (SFAS #109) 
"Accounting for Income Taxes".  A deferred tax asset or liability is recorded   
for all temporary differences between financial and tax reporting.  Deferred    
tax expenses (benefit) results from the net change during the year of deferred  
tax assets and liabilities.                                                     

There is no provision for income taxes for the year ended April 30, 2000,       
due to the net loss and no state income tax in Nevada.                          

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Plainview Laboratories, Inc.  
(A Development Stage Company) 
Footnotes       
April 30, 2000    

Note 4 - Stockholders' Equity                                                   

The Company is authorized to issue 20,000,000 shares of $0.001 par value        
common stock and 5,000,000 shares of $0.001 par value preferred stock.          

On December 31, 2000, the Company issued 1,000,000 shares of its $0.001 par     
value common stock for cash of $1,000.00.                                       

There have been no other issuances of common or preferred stock.                

Note 5 - Going concern                                                          

The Company's financial statements are prepared using the generally accepted    
accounting principles applicable to a going concern, which contemplates the     
realization of assets and liquidation of liabilities in the normal course of    
business.  However, the Company has not commenced its planned principal         
operations.  Without realization of additional capital, it would be unlikely    
for the Company to continue as a going concern.                                 

Note 6 - Related party transactions                                             

The Company does not lease or rent any property.  Office services are provided  
without charge by a director.  Such costs are immaterial to the financial       
statements and, accordingly, have not been reflected therein.  The officers     
and directors of the Company are involved in other business activities and may, 
in the future, become involved in other business opportunities.  If a specific  
business opportunity becomes available, such persons may face a conflict in     
selecting between the Company and their other business interests.  The Company  
has not formulated a policy for the resolution of such conflicts.               

Note 7 - Warrants and options                                                   

There are no warrants or options outstanding to acquire any additional shares   
of common stock.                                                                

Note 8 - Year 2000 issue                                                        

The Year 2000 issue arises because many computerized systems use two digits     
rather than four to identify a year.  Date-sensitive systems may recognize the  
year 2000 as 1900 or some other date, resulting in errors when information      
using year 2000 dates is processed.  In addition, similar problems may arise in 
systems which use certain dates in 1999 to represent something other than a     
date.  The effects of the Year 2000 issue may be experienced before, on, or     
after January 1, 2000, and if not addressed, the impact on operations and       
financial reporting may range from minor errors to significant system failure   
which could affect an entity's ability to conduct normal business operations.   
It is not possible to be certain that all aspects of the Year 2000 issue        
affecting the entity, including those related to the efforts of customers,      
suppliers, or other third parties will be fully resolved.                       
6                                                                               

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Part III        

Item 1.  Index to Exhibits (Pursuant to Item 601 of Regulation SB)              

Exhibit Number   Name and/or Identification of Exhibit                          
----------------------------------------------------------------------          

1.   Underwritten agreement                                                     

None. Not Applicable                                                  

2.   Plan of Acquisition, Reorganization, Arrangement, Liquidation, or          
Succession.                                                           

a)   Valuation engagement of Plainview Laboratories, Inc. and Related Proxy     

Information                                                             

None. Not Applicable                                                    

b)  Asset Purchase and Liability Assumption Agreement                           

None. Not Applicable                                                    

c)  Interest Purchase Agreement                                                 

d)  Agreement for Bill of Sale and Assignment of Assets                         

None. Not Applicable                                                    

e)  Exchange Stock Agreement                                                    

None. Not Applicable                                                    

3.  Articles of Incorporation & By - Laws                                       

a)  Articles of Incorporation of the Company Filed December 31, 1998            

b)  Certificate of Amendment for Articles of Incorporation                      

None. Not Applicable                                                    

c)  By-Laws of the Company adopted January 5, 1999                              

d)  Certificate of Amendment for By-Laws                                        

None.  Not Applicable                                                   

4.  Instruments Defining the Rights of Security Holders                         

No instruments other than those included in Exhibit 3                   

5.  Option of Legality                                                          

None.  Not Applicable                                                   

6.  Option on Liquidation Preference                                            

None. Not Applicable                                                    

7.  Option on Liquidation Matters                                               

None. Not Applicable                                                    

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8.   Option on Tax Matters                                                      

None. Not Applicable                                                  

9.   Voting Trust Agreement and Amendments                                      

None. Not Applicable                                                  

10.  Material Contracts                                                         

a)   Premise Lease  <none>                                                      

b)   Consulting Agreement with <none>                                           

c)   Employment Agreement with:                                                 

None. Not applicable.                                                 

d)   Licensing Agreement dated <none>                                           

11.  Statement Re Computation of Per Share Earnings                             

    Not applicable-Computation of per share earnings can be clearly determined
 from the Statement of Operations in the Company's financial statements.

12.  No Exhibit Required                                                        

None. Not applicable                                                  

13.  Annual or Quarterly Reports - Form 10-Q                                    

None. Not Applicable                                                  

14. Material Foreign Patents                                                    

None. Not Applicable                                                    

15. Letter of Unaudited Interim Financial Information                           

None. Not Applicable                                                    

16. Letter on Change in Certifying Accountant                                   

None. Not Applicable                                                    

17. Letter of Director Resignation                                              

None. Not Applicable                                                    

18. Letter on Change in Accounting Principles                                   

None. Not Applicable                                                    

19. Reports Furnished to Security Holders                                       

None. Not Applicable                                                    

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20. Other Documents or Statements to Security Holders                           

None.  Not Applicable                                                   

21. Subsidiaries of Small Business Issuers                                      

None. Not Applicable                                                    

22. Published Report Regarding Matters Submitted to Vote of Security Holders    

None. Not Applicable                                                    

23. Consent of Experts and Counsel                                              

Letter of Consent from G. Brad Beckstead, CPA                           

24. Power of Attorney                                                           

None. Not Applicable                                                    

25. Statement of Eligibility of Trustee                                         

None. Not Applicable                                                    

26. Invitations for Competitive Bids                                            

None. Not Applicable                                                    

27. Financial data Schedule                                                     

Financial Data Schedule of Plainview Laboratories, Inc. ending          
April 30, 2000.                                                         

28. Information from Reports Furnished to State Insurance Regulatory            
Authorities                                                             

Not applicable                                                          

29. Additional Exhibits -- State Registration Statements                        

None.                                                                   

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SIGNATURES                                                                      

In accordance with Section 12 of the Securities Exchange Act of 1934, the       
registrant caused this registration statement to be signed on its behalf by     
the undersigned, thereunto duly authorized.                                     

Plainview Laboratories, Inc.    
-----------------------------   

(Registrant)      

Dated:  May 25, 2000                                                            

By:   /s/ Juliann DeStefano                                                     
---------------------------                                                     
Juliann DeStefano, RN, MPH,                                                     
Chairman of the Board, President and Chief Executive Officer                    

29          

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