Omphalos, Corp – ‘10SB12G’ on 2/9/01

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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        56    235K 
                          Issuer                                                 
 2: EX-3.1      Articles of Incorporation                              2      8K 
 3: EX-3.2      Bylaws                                                10     35K 

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

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U. S. Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-SB

File No.: __________________

CIK:0001103640

 GENERAL FORM FOR REGISTRATION OF SECURITIES
 OF SMALL BUSINESS ISSUERS

 Under Section 12(b) or (g) of the Securities Exchange Act of 1934

QUIXIT, INC.
 -------------------
(Name of Small Business Issuer in its charter)

COLORADO                                      84-1482082      
State or other jurisdiction of                         IRS Employer ID Number   
incorporation or organization                                                   

7609 Ralston Road, Arvada, Colorado                    80002                    
(Address of principal executive offices)            (Zip Code)                  

Issuer's telephone number:   (303) 422-8127                                     

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

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

Not Applicable                                                                  

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

Common Stock                                                                    
(Title of class)                                                                

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 TABLE OF CONTENTS

PART I

                                                                      Page

Item 1. Business.....................................................      3    

Item 2. Management's Discussion and Analysis of Financial                       
     Condition and Results of Operations....................            18

Item 3. Properties..................................................       20   

Item 4. Security Ownership of Certain Beneficial Owners                         
     and Management........................................             21

Item 5. Directors and Executive Officers of the Registrant..........       21   

Item 6. Executive Compensation......................................       24   

Item 7. Certain Relationships and Related Transactions..............       25   

Item 8. Description of Securities...................................       26   

 PART II

Item 1. Market for Registrant's Common Stock and                                
     Security Holder Matters...............................             27

Item 2. Legal Proceedings...........................................       28   

Item 3. Changes in and Disagreements with Accountants                           
     on Accounting and Financial Disclosure................             28

Item 4. Recent Sales of Unregistered Securities.....................       28   

Item 5. Indemnification of Directors and Officers...................       33   

PART F/S

Signature Page...........................................................  34   

Index to Financial Statements...........................................   35   

Financial Statements and Supplementary Data.(December 31, 1999)....     F-1-F-11

Financial Statements and Supplementary Data.(September 30, 2000)...     F-1-F-6 

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PART I

ITEM 1.  DESCRIPTION OF BUSINESS.                                               

GENERAL                                                                         

         The Company was  incorporated  on May 15,  1997,  under the laws of the
state of Colorado as a wholly owned subsidiary of Ximedix,  Inc.  Ximedix,  Inc.
transferred  the  exclusive  rights  and  related  assets  to the  patented  and
copyrighted IV Safe-Trace line of products for the organization,  identification
and control of fluid drug administration procedures in hospital settings as well
as a computer software development  project,  identified as the MediQ Medication
Error Quality Improvement System.  Effective July 1, 1998, Ximedix,  Inc, "spun-
off" the Quixit, Inc. subsidiary to the Ximedix,  Inc. shareholders of record as
of June 30, 1998.  The Company sold the IV  Safe-Trace  System  product  rights,
assets,  customer  and vendor  lists and certain  liabilities  to a newly formed
corporation  (MedShield  Corporation) and the MediQ Software  development assets
and certain liabilities to TeleMedix  International,  LTD. on March 25, 1999 for
assumption of debt.  Essentially all expenditures and expenses incurred in 1997,
1998 and  through  the 1st  Quarter of 1999 were  directly  attributable  to the
development of the MediQ Computer Software System.                              

         900,000 shares of common stock were purchased by issuance of a note for
$25,000 in March 1999 from Business  Exchange Holding Corp. H. Daniel Boone paid
the note for $25,000 in 2000 and acquired  900,000  shares of common stock.  The
proceeds of the note,  $25,000,  were paid to  MedShield  Corp.  pursuant to its
contract with Quixit,  Inc.  whereby it acquired  certain assets,  including the
subscription  proceeds,  and  assumed  certain  liabilities.  The Company has no
commercial  operations as of date hereof. The Company has no full-time employees
and owns no real estate.                                                        

         The Company is a "shell" company and its only current  business plan is
to seek, investigate,  and, if warranted, acquire one or more businesses, and to
pursue other  related  activities  intended to enhance  shareholder  value.  The
acquisition of a business opportunity may be made by purchase,  merger, exchange
of stock, or otherwise, and may encompass assets or a business entity, such as a
corporation,  joint venture, or partnership.  The Company has no capital, and it
is unlikely  that the Company  will be able to take  advantage  of more than one
such  business   opportunity.   The  Company   intends  to  seek   opportunities
demonstrating  the  potential  of  long-term  growth as  opposed  to  short-term
earnings.                                                                       

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

         It is  anticipated  that the  Company's  officers  and  directors  will
contact  broker-dealers  and other persons with whom they are acquainted who are
involved in corporate finance matters to advise them of the Company's  existence
and to determine if any companies or businesses  they represent have an interest
in  considering a merger or  acquisition  with the Company.  No assurance can be
given that the Company  will be  successful  in finding or acquiring a desirable
business  opportunity,  given that no funds that are available for acquisitions,
or that any  acquisition  that occurs will be on terms that are favorable to the
Company or its stockholders.                                                    

         The  Company's  search will be directed  toward small and  medium-sized
enterprises which have a desire to become public corporations and which are able
to satisfy,  or anticipate in the reasonably  near future being able to satisfy,
the minimum asset  requirements in order to qualify shares for trading on NASDAQ
or  a  stock   exchange   (See   "Investigation   and   Selection   of  Business
Opportunities").   The  Company  anticipates  that  the  business  opportunities
presented to it will (i) be recently organized with no operating  history,  or a
history of losses attributable to under-capitalization or other factors; (ii) be
experiencing financial or operating  difficulties;  (iii) be in need of funds to
develop a new product or service or to expand into a new market; (iv) be        

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relying upon an untested product or marketing concept; or (v) have a combination
of the  characteristics  mentioned in (i) through (iv).  The Company  intends to
concentrate its acquisition efforts on properties or businesses that it believes
to be  undervalued.  Given the above factors,  investors  should expect that any
acquisition candidate may have a history of losses or low profitability.        

         The  Company  does not propose to  restrict  its search for  investment
opportunities  to  any  particular  geographical  area  or  industry,  and  may,
therefore,  engage in  essentially  any  business,  to the extent of its limited
resources. This includes industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical, communications and
others. The Company's  discretion in the selection of business  opportunities is
unrestricted,  subject  to the  availability  of  such  opportunities,  economic
conditions, and other factors.                                                  

         As a consequence of this  registration  of its  securities,  any entity
which has an interest in being  acquired  by, or merging  into the  Company,  is
expected to be an entity that desires to become a public company and establish a
public trading market for its  securities.  In connection  with such a merger or
acquisition, it is highly likely that an amount of stock constituting control of
the  Company  would be issued  by the  Company  or  purchased  from the  current
principal shareholders of the Company by the acquiring entity or its affiliates.

         If stock is purchased from the current shareholders, the transaction is
very likely to result in  substantial  gains to them relative to their  purchase
price for such  stock.  In the  Company's  judgment,  none of its  officers  and
directors  would  thereby  become an  "underwriter"  within  the  meaning of the
Section  2(11)  of the  Securities  Act of  1933,  as  amended.  The  sale  of a
controlling  interest by certain  principal  shareholders  of the Company  could
occur at a time when the other  shareholders  of the Company  remain  subject to
restrictions on the transfer of their shares.                                   

         Depending upon the nature of the transaction,  the current officers and
directors  of the Company may resign  management  positions  with the Company in
connection with the Company's acquisition of a business  opportunity.  See "Form
of Acquisition,"  below, and "Risk Factors - The Company - Lack of Continuity in
Management."  In  the  event  of  such  a  resignation,  the  Company's  current
management would not have any control over the conduct of the Company's business
following the Company's combination with a business opportunity.                

         It  is  anticipated  that  business  opportunities  will  come  to  the
Company's  attention from various sources,  including its officers and director,
its other stockholders, professional advisors such as attorneys and accountants,
securities  broker-dealers,   venture  capitalists,  members  of  the  financial
community,  and others who may present unsolicited proposals. The Company has no
plans,  understandings,  agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.                     

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         The  Company  does not  foresee  that it would  enter  into a merger or
acquisition  transaction  with any business with which its officers or directors
are currently affiliated.  Should the Company determine in the future,  contrary
to foregoing expectations,  that a transaction with an affiliate would be in the
best  interests of the Company and its  stockholders,  the Company is in general
permitted by Colorado law to enter into such a transaction if:                  

         1.  The  material  facts  as to the  relationship  or  interest  of the
affiliate  and as to the contract or  transaction  are disclosed or are known to
the Board of Directors,  and the Board in good faith  authorizes the contract or
transaction  by  the  affirmative  vote  of  a  majority  of  the  disinterested
directors,  even  though  the  disinterested  directors  constitute  less than a
quorum; or                                                                      

         2.  The  material  facts  as to the  relationship  or  interest  of the
affiliate  and as to the contract or  transaction  are disclosed or are known to
the  stockholders  entitled to vote thereon,  and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or             

         3. The contract or transaction is fair as to the Company as of the time
it is  authorized,  approved  or  ratified,  by the  Board of  Directors  or the
stockholders.                                                                   

INVESTIGATION AND SELECTION OF BUSINESS OPPORTUNITIES                           

         To a large extent,  a decision to  participate  in a specific  business
opportunity may be made upon  management's  analysis of the quality of the other
company's  management  and  personnel,  the  anticipated  acceptability  of  new
products  or  marketing  concepts,  the  merit  of  technological  changes,  the
perceived  benefit the company will derive from becoming a publicly held entity,
and numerous other factors which are difficult,  if not  impossible,  to analyze
through the  application of any objective  criteria.  In many  instances,  it is
anticipated that the historical  operations of a specific  business  opportunity
may not necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand significantly,
change product emphasis,  change or substantially  augment  management,  or make
other  changes.  The  Company  will be  dependent  upon the owners of a business
opportunity to identify any such problems  which may exist and to implement,  or
be primarily  responsible for the implementation  of, required changes.  Because
the Company may  participate in a business  opportunity  with a newly  organized
firm or with a firm  which is  entering  a new  phase of  growth,  it  should be
emphasized that the Company will incur further risks, because management in many
instances  will not have proved its  abilities  or  effectiveness,  the eventual
market for such company's  products or services will likely not be  established,
and such company may not be profitable when acquired.                           

         It is anticipated  that the Company will not be able to diversify,  but
will essentially be limited to one such venture because of the Company's limited
financing.  This lack of  diversification  will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should be  considered an adverse  factor  affecting any decision to purchase the
Company's securities.                                                           

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         It is emphasized that management of the Company may effect transactions
having a potentially adverse impact upon the Company's  shareholders pursuant to
the   authority  and   discretion  of  the  Company's   management  to  complete
acquisitions  without  submitting  any  proposal to the  stockholders  for their
consideration.  Holders of the Company's  securities  should not anticipate that
the  Company  necessarily  will  furnish  such  holders,  prior to any merger or
acquisition, with financial statements, or any other documentation, concerning a
target  company  or its  business.  In some  instances,  however,  the  proposed
participation in a business opportunity may be submitted to the stockholders for
their   consideration,   either  voluntarily  by  such  directors  to  seek  the
stockholders' advice and consent or because state law so requires.              

         The analysis of business  opportunities  will be undertaken by or under
the supervision of the Company's President,  who is not a professional  business
analyst. See "Management." Although there are no current plans to do so, Company
management might hire an outside  consultant to assist in the  investigation and
selection of business opportunities, and might pay a finder's fee. Since Company
management  has no current plans to use any outside  consultants  or advisors to
assist in the investigation and selection of business opportunities, no policies
have been adopted regarding use of such consultants or advisors, the criteria to
be used in selecting such consultants or advisors,  the services to be provided,
the term of service,  or  regarding  the total  amount of fees that may be paid.
However,  because of the limited resources of the Company, it is likely that any
such fee the  Company  agrees  to pay  would  be paid in stock  and not in cash.
Otherwise,  the Company  anticipates that it will consider,  among other things,
the following factors:                                                          

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

         2. The Company's  perception of how any particular business opportunity
will be received by the investment community and by the Company's stockholders; 

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

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

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

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

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

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

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

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

         No one of the  factors  described  above  will  be  controlling  in the
selection of a business opportunity,  and management will attempt to analyze all
factors  appropriate to each  opportunity  and make a  determination  based upon
reasonable  investigative  measures and available  data.  Potentially  available
business  opportunities  may occur in many  different  industries and at various
stages  of  development,  all  of  which  will  make  the  task  of  comparative
investigation and analysis of such business  opportunities  extremely  difficult
and complex.  Potential  investors must recognize that, because of the Company's
limited capital available for investigation and management's  limited experience
in  business  analysis,  the Company may not  discover  or  adequately  evaluate
adverse facts about the opportunity to be acquired.                             

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

         As  part  of  the  Company's  investigation,  the  Company's  executive
officers and directors may meet  personally  with  management and key personnel,
may visit and  inspect  material  facilities,  obtain  independent  analysis  or
verification of certain information provided, check                             

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references  of  management  and  key  personnel,   and  take  other   reasonable
investigative  measures,  to the  extent  of  the  Company's  limited  financial
resources and management expertise.                                             

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

         Company  management  believes that various types of potential merger or
acquisition  candidates might find a business combination with the Company to be
attractive.  These include  acquisition  candidates  desiring to create a public
market for their shares in order to enhance liquidity for current  shareholders,
acquisition  candidates  which have long-term  plans for raising capital through
the public sale of securities and believe that the possible prior existence of a
public  market  for  their  securities  would  be  beneficial,  and  acquisition
candidates  which  plan  to  acquire   additional  assets  through  issuance  of
securities rather than for cash, and believe that the possibility of development
of a public market for their  securities  will be of assistance in that process.
Acquisition  candidates which have a need for an immediate cash infusion are not
likely  to find a  potential  business  combination  with the  Company  to be an
attractive alternative.                                                         

         There  are no loan  arrangements  or  arrangements  for  any  financing
whatsoever relating to any business opportunities.                              

FORM OF ACQUISITION                                                             

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

         It is likely  that the Company  will  acquire  its  participation  in a
business opportunity through the issuance of common stock or other securities of
the Company.  Although the terms of any such transaction cannot be predicted, it

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should be noted that in  certain  circumstances  the  criteria  for  determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986,  depends upon the issuance to the stockholders of
the acquired company of a controlling  interest (i.e. 80% or more) of the common
stock of the combined entities  immediately  following the reorganization.  If a
transaction  were structured to take advantage of these  provisions  rather than
other "tax free"  provisions  provided  under the  Internal  Revenue  Code,  the
Company's current  stockholders would retain in the aggregate 20% or less of the
total issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were  stockholders  of the Company  prior to
such  reorganization.  Any such issuance of additional shares might also be done
simultaneously  with a sale or transfer  of shares  representing  a  controlling
interest  in the  Company  by the  current  officers,  directors  and  principal
shareholders. (See "Description of Business - General").                        

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

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

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

         It  is  anticipated  that  the   investigation  of  specific   business
opportunities   and  the   negotiation,   drafting  and  execution  of  relevant
agreements,  disclosure documents and other instruments will require substantial
management time and attention and substantial  costs for accountants,  attorneys
and others.  If a decision  is made not to  participate  in a specific  business
opportunity,  the costs theretofore incurred in the related  investigation would
not be  recoverable.  Moreover,  because  many  providers  of goods and services

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require  compensation  at the time or soon  after  the goods  and  services  are
provided, the inability of the Company to pay until an indeterminate future time
may make it impossible to procure goods and services.                           

         In all probability,  upon completion of an acquisition or merger, there
will be a change in control  through  issuance of  substantially  more shares of
common stock.  Further,  in conjunction  with an  acquisition  or merger,  it is
likely that  management may offer to sell a controlling  interest at a price not
relative to or reflective of any value of the shares sold by management,  and at
a price which could not be achieved by individual shareholders at the time.     

INVESTMENT COMPANY ACT AND OTHER REGULATION                                     

         The Company may  participate  in a business  opportunity by purchasing,
trading or selling  the  securities  of such  business.  The  Company  does not,
however,  intend to  engage  primarily  in such  activities.  Specifically,  the
Company intends to conduct its activities so as to avoid being  classified as an
"investment  company" under the Investment  Company Act of 1940 (the "Investment
Act"),  and  therefore  to  avoid  application  of the  costly  and  restrictive
registration  and other  provisions of the Investment  Act, and the  regulations
promulgated thereunder.                                                         

         Section  3(a) of the  Investment  Act  contains  the  definition  of an
"investment  company," and it excludes any entity that does not engage primarily
in the business of investing, reinvesting or trading in securities, or that does
not engage in the business of investing,  owning, holding or trading "investment
securities"  (defined as "all  securities  other than  government  securities or
securities of  majority-owned  subsidiaries")  the value of which exceeds 40% of
the value of its total assets  (excluding  government  securities,  cash or cash
items).  The Company  intends to implement  its business  plan in a manner which
will  result  in the  availability  of this  exception  from the  definition  of
"investment company." Consequently, the Company's participation in a business or
opportunity  through the  purchase  and sale of  investment  securities  will be
limited.                                                                        

         The  Company's  plan of  business  may  involve  changes in its capital
structure,  management,  control and business,  especially  if it  consummates a
reorganization  as  discussed  above.  Each of these areas is  regulated  by the
Investment Act, in order to protect purchasers of investment company securities.
Since the Company will not register as an investment company,  stockholders will
not be afforded these protections.                                              

         Any  securities  which the Company  might  acquire in exchange  for its
common stock are expected to be  "restricted  securities"  within the meaning of
the  Securities  Act of 1933, as amended (the "Act").  If the Company  elects to
resell such securities, such sale cannot proceed unless a registration statement
has been  declared  effective by the  Securities  and Exchange  Commission or an
exemption from registration is available. Section 4(1) of the Act, which exempts
sales of securities  not involving a  distribution,  would in all  likelihood be
available to permit a private  sale.  Although  the plan of  operation  does not
contemplate resale of securities acquired,  if such a sale were to be necessary,
the Company would be required to comply with the provisions of the Act to effect
such resale.                                                                    

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

COMPETITION                                                                     

         The Company expects to encounter substantial competition in its efforts
to  locate  attractive   opportunities,   primarily  from  business  development
companies,  venture  capital  partnerships  and  corporations,  venture  capital
affiliates  of  large  industrial  and  financial  companies,  small  investment
companies,   and  wealthy   individuals.   Many  of  these  entities  will  have
significantly greater experience, resources and managerial capabilities than the
Company and will  therefore be in a better  position  than the Company to obtain
access to  attractive  business  opportunities.  The Company also will  possibly
experience competition from other public "blank check" companies,  some of which
may have more funds available than does the Company.                            

NO RIGHTS OF DISSENTING SHAREHOLDERS                                            

         The  Company  does not  intend to  provide  Company  shareholders  with
complete  disclosure   documentation  including  audited  financial  statements,
concerning a possible target company prior to acquisition,  because the Colorado
Business Corporation Act vests authority in the Board of Directors to decide and
approve  matters  involving   acquisitions   within  certain   restrictions.   A
transaction  could be  structured  as an  acquisition,  not a  merger,  with the
Registrant  being the parent company and the acquiree being merged into a wholly
owned  subsidiary,  and if so  structured,  a shareholder  will have no right of
dissent under Colorado law.                                                     

NO TARGET CANDIDATES FOR ACQUISITION                                            

         None of the Company's Officers,  Directors,  promoters,  affiliates, or
associates  have had any  preliminary  contact or  discussion  with any specific
candidate for acquisition. There are no present plans, proposals,  arrangements,
or  understandings  with any  representatives  of the owners of any  business or
company regarding the possibility of an acquisition transaction.                

ADMINISTRATIVE OFFICES                                                          

         The Company currently maintains a mailing address at 7609 Ralston Road,
Arvada,  Colorado 80002.  Other than this mailing address,  the Company does not
currently maintain any other office facilities, and does not anticipate the need
for maintaining  office  facilities at any time in the foreseeable  future.  The
Company pays no rent or other fees for the use of this mailing address.         

EMPLOYEES                                                                       

         The  Company  is a  development  stage  company  and  currently  has no
employees.  Management of the Company expects to use consultants,  attorneys and
accountants as necessary, and does not anticipate a need to engage any full-time

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employees so long as it is seeking and evaluating  business  opportunities.  The
need for employees and their  availability  will be addressed in connection with
the  decision  whether or not to acquire or  participate  in  specific  business
opportunities.  Although  there is no current plan with respect to its nature or
amount, remuneration may be paid to or accrued for the benefit of, the Company's
officers  prior  to,  or in  conjunction  with,  the  completion  of a  business
acquisition for services actually rendered, if for. See "Executive Compensation"
and under "Certain Relationships and Related Transactions."                     

RISK FACTORS                                                                    

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

         It is anticipated  that  Company's  officers and directors may actively
negotiate or otherwise  consent to the purchase of a portion of his common stock
as a condition  to, or in  connection  with,  a proposed  merger or  acquisition
transaction.  In this  process,  the  Company's  officers  may  consider his own
personal  pecuniary  benefit  rather than the best  interests  of other  Company
shareholders, and the other Company shareholders are not expected to be afforded
the  opportunity  to  approve  or  consent  to  any  particular   stock  buy-out
transaction. See "Conflicts of Interest."                                       

         2. Need For Additional  Financing.  The Company has very limited funds,
and such funds may not be adequate to take  advantage of any available  business
opportunities.  Even if the Company's funds prove to be sufficient to acquire an
interest in, or complete a transaction with, a business opportunity, the Company
may not have enough capital to exploit the opportunity.  The ultimate success of
the Company may depend upon its ability to raise additional capital. The Company
has not investigated the  availability,  source,  or terms that might govern the
acquisition of additional  capital and will not do so until it determines a need
for additional financing. If additional capital is needed, there is no assurance
that funds will be available from any source or, if available,  that they can be
obtained on terms  acceptable to the Company.  If not  available,  the Company's
operations  will be  limited  to those  that  can be  financed  with its  modest
capital.                                                                        

         3. Regulation of Penny Stocks. The Company's securities, when available
for trading,  will be subject to a Securities and Exchange  Commission rule that
imposes special sales practice  requirements upon  broker-dealers  who sell such
securities to persons other than established  customers or accredited investors.
For purposes of the rule, the phrase  "accredited  investors"  means, in general
terms, institutions with assets in excess of $5,000,000, or individuals having a
net worth in excess of  $1,000,000  or  having  an annual  income  that  exceeds
$200,000 (or that, when combined with a spouse's income, exceeds $300,000).  For
transactions  covered  by the  rule,  the  broker-dealer  must  make  a  special

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suitability  determination for the purchaser and receive the purchaser's written
agreement  to the  transaction  prior to the  sale.  Consequently,  the rule may
affect the ability of broker-dealers  to sell the Company's  securities and also
may affect the ability of purchasers  in this offering to sell their  securities
in any market that might develop therefore.                                     

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

         Shareholders should be aware that, according to Securities and Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices  have been  manipulated  to a desired  level,  along  with the  resulting
inevitable  collapse of those prices and with consequent  investor  losses.  The
Company's  management is aware of the abuses that have occurred  historically in
the penny stock market. Although the Company does not expect to be in a position
to dictate the behavior of the market or of  broker-dealers  who  participate in
the market,  management will strive within the confines of practical limitations
to prevent the  described  patterns from being  established  with respect to the
Company's securities.                                                           

         4. Lack of  Operating  History.  The Company was formed in May 1997 for
the purpose of seeking a business opportunity. Due to the special risks inherent
in the investigation, acquisition, or involvement in a new business opportunity,
the  Company  must be  regarded  as a new or  start-up  venture  with all of the
unforeseen costs,  expenses,  problems,  and difficulties to which such ventures
are subject.                                                                    

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

         6. Possible Business - Not Identified and Highly Risky. The Company has
not  identified  and has no  commitments  to enter  into or  acquire a  specific
business  opportunity  and  therefore  can  disclose  the risks and hazards of a
business or  opportunity  that it may enter into in only a general  manner,  and
cannot  disclose the risks and hazards of any specific  business or  opportunity
that it may enter into. An investor can expect a potential business  opportunity
to be quite risky.                                                              

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The Company's  acquisition of or  participation  in a business  opportunity will
likely be highly  illiquid  and could  result in a total loss to the Company and
its stockholders if the business or opportunity  proves to be unsuccessful.  See
Item 1 "Description of Business."                                               

         7. Type of Business  Acquired.  The type of business to be acquired may
be one  that  desires  to  avoid  effecting  its  own  public  offering  and the
accompanying expense, delays, uncertainties,  and federal and state requirements
which purport to protect investors. Because of the Company's limited capital, it
is more likely than not that any  acquisition  by the Company will involve other
parties  whose  primary  interest  is the  acquisition  of control of a publicly
traded company.  Moreover,  any business  opportunity  acquired may be currently
unprofitable or present other negative factors.                                 

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

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

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

         Moreover,  the Company will be subject to the  reporting  provisions of
the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), and thus
will be required to furnish certain information about significant  acquisitions,
including  audited  financial  statements  for any  business  that it  acquires.
Consequently, acquisition prospects that do not have, or are unable to          

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

         In addition, the lack of audited financial statements would prevent the
securities  of the Company from becoming  eligible for listing on NASDAQ,  or on
any existing stock exchange.  Moreover, the lack of such financial statements is
likely to  discourage  broker-dealers  from  becoming or  continuing to serve as
market  makers in the  securities  of the  Company.  Without  audited  financial
statements,  the Company  would almost  certainly be unable to offer  securities
under a registration  statement  pursuant to the Securities Act of 1933, and the
ability of the Company to raise  capital  would be  significantly  limited until
such financial statements were to become available.                             

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

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

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

         14.  Indemnification  of  Officers  and  Directors.  Colorado  Statutes
provide for the  indemnification  of its  directors,  officers,  employees,  and

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

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

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

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

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

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

         20. Loss of Control by Present Management and Stockholders. The Company
may consider an  acquisition  in which the Company would issue as  consideration

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for  the  business  opportunity  to be  acquired,  an  amount  of the  Company's
authorized but unissued  common stock that would,  upon issuance,  represent the
great majority of the voting power and equity of the Company. The result of such
an acquisition would be that the acquired company's  stockholders and management
would  control the Company,  and the Company's  management  could be replaced by
persons  unknown at this time.  Such a merger would result in a greatly  reduced
percentage of ownership of the Company by its current shareholders. In addition,
the Company's major shareholders could sell control blocks of stock at a premium
price to the acquired company's stockholders.                                   

         21.  No  Public  Market  Exists.  There  is no  public  market  for the
Company's common stock, and no assurance can be given that a market will develop
or that a  shareholder  ever will be able to liquidate  his  investment  without
considerable  delay,  if at all. If a market  should  develop,  the price may be
highly volatile.  Factors such as those discussed in this "Risk Factors" section
may have a significant  impact upon the market price of the  securities  offered
hereby.  Owing to the low price of the securities,  many brokerage firms may not
be willing to effect transactions in the securities. Even if a purchaser finds a
broker willing to effect a transaction in these  securities,  the combination of
brokerage commissions, state transfer taxes, if any, and any other selling costs
may exceed the selling price. Further, many lending institutions will not permit
the use of such securities as collateral for any loans.                         

         22. Rule 144 Sales.  900,000 of the outstanding  shares of common stock
held  by  present   officers,   directors,   and  stockholders  are  "restricted
securities"  within the meaning of Rule 144 under the Securities Act of 1933, as
amended.  As restricted  shares,  these shares may be resold only pursuant to an
effective  registration statement or under the requirements of Rule 144 or other
applicable  exemptions  from  registration  under the Act and as required  under
applicable state securities laws. Rule 144 provides in essence that a person who
has held restricted securities for one year may, under certain conditions,  sell
every three months, in brokerage transactions,  a number of shares that does not
exceed  the  greater  of 1.0% of a  company's  outstanding  common  stock or the
average  weekly trading volume during the four calendar weeks prior to the sale.
There is no limit on the amount of restricted  securities  that may be sold by a
nonaffiliate  after the restricted  securities have been held by the owner for a
period of two years.  Nonaffiliate shareholders holding 100,000 common shares of
the  Company  have held their  shares for two years and under Rule  144(K)  have
freely tradable  shares. A sale under Rule 144 or under any other exemption from
the Act,  if  available,  or pursuant to  subsequent  registration  of shares of
common  stock of present  stockholders,  may have a  depressive  effect upon the
price of the common stock in any market that may develop.                       

         23.  Blue  Sky  Considerations.   Because  the  securities   registered
hereunder  have not been  registered  for resale  under the blue sky laws of any
state, the holders of such shares and persons who desire to purchase them in any
trading market that might develop in the future,  should be aware that there may
be significant  state blue-sky law restrictions upon the ability of investors to
sell  the  securities  and  of  purchasers  to  purchase  the  securities.  Some

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jurisdictions  may not under any  circumstances  allow the  trading or resale of
blind-pool or "blank-check" securities.  Accordingly,  investors should consider
the secondary market for the Company's securities to be a limited one.          

         24. Blue Sky  Restrictions.  Many states have enacted statutes or rules
which restrict or prohibit the sale of securities of "blank check"  companies to
residents so long as they remain without  specific  business  companies.  To the
extent any current  shareholders or subsequent  purchaser from a shareholder may
reside in a state  which  restricts  or  prohibits  resale of shares in a "blank
check" company, warning is hereby given that the shares may be "restricted" from
resale as long as the company is a shell company.                               

         At  the  date  of  this  registration  statement,  the  Company  has no
intention of offering further shares in a private  offering to anyone.  Further,
the policy of the Board of Directors is that any future  offering of shares will
only be made  after  an  acquisition  has  been  made  and can be  disclosed  in
appropriate 8-K filings.                                                        

         In the event of a violation  of state laws  regarding  resale of "blank
check" shares the Company could be liable for civil and criminal penalties which
would be a substantial  impairment to the Company.  At date of this registration
statement, all shareholders' shares bear a "restrictive legend," and the Company
will examine each shareholders'  resident state laws at the time of any proposed
resale of shares now outstanding to attempt to avoid any  inadvertent  breach of
state laws.                                                                     

ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS                          
OF OPERATIONS OR PLAN OF OPERATIONS.        

LIQUIDITY AND CAPITAL RESOURCES                                                 

         The Company remains in the development stage and, since inception,  has
experienced  significant  liquidity  problems  and  has no  significant  capital
resources and has negative  stockholder's equity of ($2,500). The Company has no
current assets and no total assets.                                             

         The Company will carry out its plan of business as discussed above. The
Company  cannot  predict  to what  extent  its  lack of  liquidity  and  capital
resources will impair the  consummation of a business  combination or whether it
will incur  further  operating  losses  through any  business  entity  which the
Company may eventually acquire.                                                 

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RESULTS OF OPERATIONS YEAR ENDED DECEMBER 31, 1999 COMPARED TO 1998             

         The Company had revenues in 1999 of $1,930.47  and $5,410 in 1998.  The
Company  incurred  $17,512.91  in  expenses  in 1999 as  compared  to $52,581 in
expenses in 1998.                                                               

         The  net  operating  loss in  1999  was  $(15,582.44)  as  compared  to
$(45,367) in 1998. The Company had interest expense of $2,901 in 1999 and $4,031
in 1998. The net loss was ($18,483) in 1999 compared to a net loss of $49,398 in
1998. In 1999 the Company recorded an  extraordinary  loss of ($51,139) from the
sale of its businesses.  Loss per share, excluding extraordinary loss was ($.02)
per share in 1999  compared to ($.05) in 1998.  The net loss per share each year
was less than ($.01) per share.                                                 

         For the current fiscal year, the Company  anticipates  incurring a loss
as  a  result  of  legal  and  accounting  expenses,  expenses  associated  with
registration under the Securities  Exchange Act of 1934, and expenses associated
with locating and evaluating  acquisition  candidates.  The Company  anticipates
that until a business combination is completed with an acquisition candidate, it
will not  generate  revenues  other than  interest  income,  and may continue to
operate at a loss after  completing a business  combination,  depending upon the
performance of the acquired business.                                           

RESULTS OF OPERATIONS FOR NINE MONTHS ENDED SEPTEMBER 30, 2000                  

         The Company  incurred $2,500 in audit expenses in the nine months ended
September  30, 2000.  The Company had $17,162 in expenses in the same nine month
period in 1999 and $2,901 in  interest  expense.  The Company had no revenues in
the nine months in 2000 but had $1,930 in  revenues  in the period in 1999.  The
Company had losses of ($2,500) on operations in the nine month period in 2000 as
compared  to  ($18,484)  in 1999.  Loss per share for the  period  was less than
($.01) in 2000 and ($.18) in 1999.                                              

         At period end, the Company had no cash on hand for any  operations.  It
will need loans or cash  infusions  from  shareholders  in order to continue any
efforts toward business.                                                        

NEED FOR ADDITIONAL FINANCING                                                   

         The Company does not have capital sufficient to meet the Company's cash
needs.  The Company will have to seek loans or equity  placements  to cover such
cash needs. In the event the Company is able to complete a business  combination
during this period, lack of its existing capital may be a sufficient  impediment
to prevent it from accomplishing the goal of completing a business  combination.
There is no  assurance,  however,  that without funds it will  ultimately  allow
registrant to complete a business  combination.  Once a business  combination is
completed,  the Company's needs for additional  financing are likely to increase
substantially.                                                                  

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         No commitments to provide additional funds have been made by management
or  other  stockholders.  Accordingly,  there  can  be  no  assurance  that  any
additional  funds  will be  available  to the  Company  to allow it to cover its
expenses as they may be incurred.                                               

         Irrespective   of  whether  the  Company's  cash  assets  prove  to  be
inadequate to meet the Company's  operational  needs,  the Company might seek to
compensate providers of services by issuances of stock in lieu of cash.         

ITEM 3. DESCRIPTION OF PROPERTY.                                                

         The Company has no property. The Company does not currently maintain an
office or any other facilities.  It does currently maintain a mailing address at
7609 Ralston Road, Arvada,  Colorado 80002. The Company pays no rent for the use
of this  mailing  address.  The Company  does not  believe  that it will need to
maintain an office at any time in the  foreseeable  future in order to carry out
its plan of operations described herein.                                        

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ITEM 4.           SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND           
MANAGEMENT.                                 

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

SHAREHOLDERS/                       NUMBER OF SHARES          OWNERSHIP         
BENEFICIAL OWNERS                                             PERCENTAGE        
------------------------------------------------------------------------------  

H. Daniel Boone                            900,000               90%            
President & Director                                                            

All directors and executive                900,000               90%            
officers as a group (1 person)                                                  

Each principal  shareholder has sole investment power and sole voting power over
the shares.                                                                     

ITEM 5.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL          
PERSONS.                                    

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

NAME                   POSITION HELD                          TENURE            

H. Daniel Boone        President and Director            Annual since 1999      

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

         The  directors and officers of the Company will devote such time to the
Company's  affairs on an "as needed" basis, but less than 20 hours per month. As
a result,  the actual  amount of time which  they will  devote to the  Company's
affairs is unknown and is likely to vary substantially from month to month.     

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BIOGRAPHICAL INFORMATION                                                        

         H. DANIEL  BOONE,  age 62, is President  and  Director of Quixit,  Inc.
since  August  2000.  From  1956-1967,  Mr. Boone  attended  Southern  Methodist
University in Dallas, Texas. Form 1957-1961,  he also attended the University of
Houston  in  Houston,   Texas  and  graduated   with  a  Bachelors  in  Business
Administration.   From  1961-1962,  he  attended  General  Motors  Institute  of
Technology  in  Flint,  Michigan  and  graduated  with a Masters  in  automobile
dealership  management.  Mr. Boone's  business  experience  from 1995 to present
includes being a general partner in B&F Investments, a private equity investment
firm.  Additionally,  he has  been a  consultant  to  several  public  companies
involved in various  industries  and also a participant  in various  mergers and
acquisition  entities,  both public and private. Mr. Boone was actively involved
in the automobile industry  (1957-1995)  including all phases and ending in 1995
with over 30 years as President,  CEO and  Dealer/Owner of 12 major domestic and
foreign franchises.                                                             

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

         None  of  the  Company's   officers  and/or   directors   receives  any
compensation for their  respective  services  rendered to the Company,  nor have
they received such compensation in the past. They all have agreed to act without
compensation  until authorized by the Board of Directors,  which is not expected
to occur  until  the  Company  has  generated  revenues  from  operations  after
consummation of a merger or  acquisition.  As of the date of filing this report,
the Company has no funds available to pay officers or directors.  Further,  none
of the  officers or  directors  is  accruing  any  compensation  pursuant to any
agreement with the Company. No retirement, pension, profit sharing, stock option
or insurance programs or other similar programs have been adopted by the Company
for the benefit of its employees.                                               

         It is possible  that,  after the  Company  successfully  consummates  a
merger or acquisition  with an  unaffiliated  entity,  that entity may desire to
employ or retain one or a number of members of the Company's  management for the
purposes of providing  services to the surviving  entity,  or otherwise  provide
other  compensation to such persons.  However,  the Company has adopted a policy
whereby the offer of any post-transaction  remuneration to members of management
will not be a consideration in the Company's  decision to undertake any proposed
transaction.  Each member of management  has agreed to disclose to the Company's
Board of Directors any discussions  concerning possible  compensation to be paid
to them by any entity which proposes to undertake a transaction with the Company
and  further,  to  abstain  from  voting on such  transaction.  Therefore,  as a
practical  matter,  if each  member of the  Company's  Board of  Directors  were
offered  compensation  in any form from any  prospective  merger or  acquisition
candidate, the proposed transaction would not be approved by the Company's Board
of Directors as a result of the inability of the Board to affirmatively  approve
such a transaction.                                                             

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         It is possible  that persons  associated  with  management  may refer a
prospective  merger or  acquisition  candidate to the Company.  In the event the
Company  consummates  a  transaction  with any entity  referred by associates of
management,  it is possible that such an associate will be compensated for their
referral in the form of a finder's fee. It is anticipated  that this fee will be
either in the form of  restricted  common stock issued by the Company as part of
the  terms  of the  proposed  transaction,  or  will  be in  the  form  of  cash
consideration.  However,  if such  compensation  is in the  form of  cash,  such
payment will be tendered by the  acquisition  or merger  candidate,  because the
Company has insufficient cash available.  The amount of such finder's fee cannot
be  determined  as of the date of filing  this  report,  but is  expected  to be
comparable to  consideration  normally paid in like  transactions.  No member of
management  of the Company  will  receive any finders  fee,  either  directly or
indirectly,  as a result of their respective  efforts to implement the Company's
business plan outlined herein.                                                  

         The Company has adopted a policy  that its  affiliates  and  management
shall not be issued  further  common shares of the Company,  except in the event
discussed in the preceding paragraphs.                                          

INDEMNIFICATION OF OFFICERS AND DIRECTORS                                       

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

EXCLUSION OF LIABILITY                                                          

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

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CONFLICTS OF INTEREST                                                           

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

         Conflicts of Interest - General.  Certain of the officers and directors
of the Company may be directors and/or principal shareholders of other companies
and,  therefore,  could face  conflicts  of interest  with  respect to potential
acquisitions.  In  addition,  officers  and  directors of the Company may in the
future  participate  in  business  ventures  which  could be deemed  to  compete
directly with the Company.  Additional conflicts of interest and non-arms length
transactions may also arise in the future in the event the Company's officers or
directors  are  involved  in the  management  of any firm with which the Company
transacts  business.  The Company's Board of Directors has adopted a policy that
the Company will not seek a merger with, or acquisition  of, any entity in which
management  serve as officers  or  directors,  or in which they or their  family
members own or hold a  controlling  ownership  interest.  Although  the Board of
Directors  could  elect to change this  policy,  the Board of  Directors  has no
present intention to do so. In addition, if the Company and other companies with
which the Company's  officers and directors are  affiliated  both desire to take
advantage of a potential business  opportunity,  then the Board of Directors has
agreed that said  opportunity  should be  available  to each such company in the
order in which  such  companies  registered  or became  current in the filing of
annual reports under the Exchange Act subsequent to January 1, 1999.            

         The  Company's   officers  and  directors  may  actively  negotiate  or
otherwise  consent  to the  purchase  of a portion  of their  common  stock as a
condition  to,  or  in  connection   with,  a  proposed  merger  or  acquisition
transaction.  It is anticipated that a substantial premium over the initial cost
of such  shares may be paid by the  purchaser  in  conjunction  with any sale of
shares by the Company's  officers and directors which is made as a condition to,
or in connection  with, a proposed merger or acquisition  transaction.  The fact
that a substantial  premium may be paid to the Company's  officers and directors
to acquire  their  shares  creates a potential  conflict of interest for them in
satisfying  their  fiduciary  duties to the Company and its other  shareholders.
Even though such a sale could result in a substantial profit to them, they would
be legally  required to make the decision  based upon the best  interests of the
Company and the  Company's  other  shareholders,  rather than their own personal
pecuniary benefit.                                                              

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ITEM 6. EXECUTIVE COMPENSATION.                                                                                   

                                     SUMMARY COMPENSATION TABLE OF EXECUTIVES                                     

                                    Annual Compensation                                          Awards           
                                                                                                                  

Name & Principal           Year      Salary       Bonus       Other Annual           Restricted         Securities
Position                             ($)          ($)         Comp-                  Stock              Underlying
                                                              ensation ($)           Award(s)           Options   
                                                                                     ($)                /SARS (#) 
------------------------------------------------------------------------------------------------------------------
H. Daniel Boone,           1998      0            0           0                      0                  0         
President                  1999      0            0           0                      0                  0         
                           2000      0            0           0                      0                  0         

                                                        [Enlarge/Download Table]


                                              Directors Compensation                                               
                                                                                                                   
Name                                     Annual         Meeting        Consulting        Number         Number of  
                                         Retainer       Fees ($)       Fees/Other        of Shares      Securities 
                                         Fee($)                        Fees ($)          (#)            Underlying 
                                                                                                        Options    
                                                                                                        SARS (#)   
-------------------------------------------------------------------------------------------------------------------
A. Director, H. Daniel Boone             0              0              0                 0              0          


Option/SAR Grants Table (None)                                  

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

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

         No officer or director has received any other  remuneration  in the two
year  period  prior to the filing of this  registration  statement.  There is no
current plan in  existence,  to pay or accrue  compensation  to its officers and
directors for services related to seeking business  opportunities and completing
a merger or  acquisition  transaction.  See "Certain  Relationships  and Related
Transactions."  The  Company  has  no  stock  option,  retirement,  pension,  or
profit-sharing  programs  for  the  benefit  of  directors,  officers  or  other
employees, but the Board of Directors may recommend adoption of one or more such
programs in the future.                                                         

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                         

         The Company was  incorporated  on May 15,  1997,  under the laws of the
state of Colorado as a wholly owned subsidiary of Ximedix,  Inc.  Ximedix,  Inc.
transferred  the  exclusive  rights  and  related  assets  to the  patented  and
copyrighted IV Safe-Trace line of products for the organization,  identification
and control of fluid drug administration procedures in hospital settings as well
as a computer software development  project,  identified as the MediQ Medication
Error Quality Improvement System.  Effective July 1, 1998, Ximedix,  Inc, "spun-
off" the Quixit, Inc. subsidiary to the Ximedix,  Inc. shareholders of record as
of June 30, 1998. In view of the situation  that  realization  of any portion of
the  assets  was  determined  to be  infeasible  under the  existing  structure,
management  therefore decided to sell the MediQ Software  development assets and
certain  liabilities  to  TeleMedix  International,  LTD.,  a  new  telemedicine
venture,  and sell the IV Safe-Trace assets and rights to MedShield  Corporation
for assumption of certain liabilities.  After spin-off,  the Company sold the IV
Safe-Trace System product rights, assets,  customer and vendor lists and certain
liabilities to a newly formed corporation (MedShield  Corporation) and the MediQ
Software development assets and certain liabilities to TeleMedix  International,
LTD. on March 25, 1999 for assumption of debt.  Essentially all expenditures and
expenses  incurred  in 1997,  1998 and  through  the 1st  Quarter  of 1999  were
directly attributable to the development of the MediQ Computer Software System. 

         All product rights and trade names and trade marks were  transferred to
TeleMedix Int'l, LTD and MedShield Corp. in March 1999.                         

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         The MedShield  Corporation,  including all assets and liabilities,  was
simultaneously acquired by Asset Transfer Associates, Inc. a private corporation
controlled by Mr. Frank D. Sularz, (Quixit, Inc. former President, CEO, director
and shareholder),  Hardcastle Investments, LLP, (a Quixit, Inc. shareholder) and
Protopak,  Inc., (a Quixit, Inc.  shareholder) for the assumption of liabilities
and transfer of loans payable,  property  lease  obligations  and  miscellaneous
other expenses. TeleMedix International,  Ltd. was owned and controlled by Frank
D. Sularz (former Quixit,  Inc. President,  CEO and director),  George Dawes and
Hardcastle Investments, LLP.                                                    

         The asset sale process of Quixit, Inc. required the vote by the Quixit,
Inc.  shareholders,  which vote was  completed  and  effective  March 24,  1999,
approving  a 1 for 10 reverse  stock split of the 1 million  shares  outstanding
prior to the split  resulting  in 100,000  shares  outstanding  leaving  900,000
authorized  but  unissued  shares.  At  March  30,  1999,  a stock  subscription
agreement  between Quixit,  Inc. and Business  Exchange Holding  Corporaiton was
executed for these 900,000 shares,  and a note was issued for $25,000 which note
was  redeemed  in 2000 by H.  Daniel  Boone,  upon  assignment  of the shares by
Business  Exchange Holding Corp. The proceeds of the  subscription  payment were
assigned  to  MedShield  Corporation  as a partial  off-set  to the  liabilities
assumed by MedShield.                                                           

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

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

         Although management has no current plans to cause the Company to do so,
it is possible that the Company may enter into an agreement  with an acquisition
candidate requiring the sale of all or a portion of the common stock held by the
Company's  current  stockholders  to the  acquisition  candidate  or  principals
thereof,  or to other individuals or business entities,  or requiring some other
form of payment to the Company's current  stockholders,  or requiring the future
employment  of specified  officers  and payment of salaries to them.  It is more
likely  than  not  that  any  sale  of  securities  by  the  Company's   current
stockholders  to an  acquisition  candidate  would  be at a price  substantially
higher than that  originally paid by such  stockholders.  Any payment to current
stockholders  in the context of an  acquisition  involving  the Company would be
determined  entirely by the largely  unforeseeable  terms of a future  agreement
with an unidentified business entity.                                           

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ITEM 8. DESCRIPTION OF SECURITIES.                                              

COMMON STOCK                                                                    

         The  Company's  Articles of  Incorporation  authorize  the  issuance of
1,000,000  shares of common stock $.001 par value.  Each record holder of common
stock  is  entitled  to one vote for each  share  held on all  matters  properly
submitted to the stockholders for their vote. Cumulative voting for the election
of directors is not permitted by the Articles of Incorporation.                 

         The Company is in the process of amending its Articles of Incorporation
to authorize 50,000,000 shares of common stock. Holders of outstanding shares of
common stock are entitled to such dividends as may be declared from time to time
by the Board of Directors out of legally  available funds;  and, in the event of
liquidation,  dissolution  or winding up of the affairs of the Company,  holders
are  entitled to receive,  ratably,  the net assets of the Company  available to
stockholders after distribution is made to the preferred  stockholders,  if any,
who are given preferred rights upon liquidation.  Holders of outstanding  shares
of common stock have no preemptive,  conversion or redemptive rights. All of the
issued and outstanding  shares of common stock are, and all unissued shares when
offered and sold will be,  duly  authorized,  validly  issued,  fully paid,  and
nonassessable.  To the extent that  additional  shares of the  Company's  common
stock are issued,  the relative  interests of then existing  stockholders may be
diluted.                                                                        

PREFERRED STOCK                                                                 

         The  Company's  Articles of  Incorporation  authorize  the  issuance of
100,000  shares of  preferred  stock.  The Board of  Directors of the Company is
authorized to issue the preferred  stock from time to time in classes and series
and is further  authorized  to  establish  such  classes and series,  to fix and
determine  the  variations  in the relative  rights and  preferences  as between
series, to fix voting rights, if any, for each class or series, and to allow for
the conversion of preferred stock into common stock. No preferred stock has been
issued by the Company.  Preferred stock may be utilized in making acquisitions. 

SHAREHOLDERS                                                                    

         Each  shareholder has sole investment  power and sole voting power over
the shares owned by such shareholder.                                           

         No  shareholder  has entered into or delivered any lock up agreement or
letter agreement regarding their shares or options thereon. Under Colorado laws,
no lock up  agreement is required  regarding  the  Company's  shares as it might
relate to an acquisition.                                                       

TRANSFER AGENT                                                                  

         The Company has engaged  Mountain Share  Transfer,  Inc.,  1625 Abilene
Drive, Broomfield, Colorado 80020 as its transfer agent.                        

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REPORTS TO STOCKHOLDERS                                                         

         The Company plans to furnish its stockholders with an annual report for
each fiscal year  containing  financial  statements  audited by its  independent
certified  public  accountants.  In the event the Company enters into a business
combination with another company,  it is the present  intention of management to
continue  furnishing  annual  reports to  stockholders.  The Company  intends to
comply with the periodic reporting  requirements of the Securities  Exchange Act
of  1934  for so  long  as it is  subject  to  those  requirements,  and to file
unaudited quarterly reports and annual reports with audited financial statements
as required by the Securities Exchange Act of 1934.                             

 PART II

ITEM 1.           MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S COMMON         
EQUITY AND OTHER SHAREHOLDER MATTERS        

         No public  trading  market  exists  for the  Company's  securities  and
900,000 of its  outstanding  securities are restricted  securities as defined in
Rule  144.  There  is and has  been no  quoted  price  for the  common  stock of
registrant,  since  inception.  There were  fifty (50)  holders of record of the
Company's  common stock on February 1, 2001. No dividends have been paid to date
and the Company's Board of Directors does not anticipate paying dividends in the
foreseeable future.                                                             

ITEM 2.           LEGAL PROCEEDINGS                                             

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

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

ITEM 3.          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.                 

         There  have been no  changes  in  accountants,  or  disagreements  with
accountants  as to any  accounting  issues or policies  since  inception  of the
Company.                                                                        

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ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.                                                                          

         Since May 15, 1997 (the date of the Company's  formation),  the Company                                          
has  sold  its  common  stock  to the  persons  listed  in the  table  below  in                                          
transactions summarized as follows:                                                                                       
                                                                                                                          
Purchaser                                               Per Share               Purchase           Date of          Shares
                                                                                  Amount          Purchase  (adjusted for 
                                                                                                            reverse split)
--------------------------------------------      ---------------     ------------------    --------------  --------------
Business Exchange Holding Corp. assigned to                                                                               
H. Daniel Boone                                              $.02             $25,000           March 1999         900,000
1231 Pine Walk Trail                                                                                                      
Spring, TX  77388                                                                                                         
--------------------------------------------      ---------------     ------------------    --------------  --------------

NOTE: THE FOLLOWING PERSONS  PURCHASED SHARES IN XIMEDIX,  INC., A FORMER PARENT                                          
CORPORATION, IN THE AMOUNTS AND ON THE DATES SHOWN. XIMEDIX, INC., IN A PRO RATA                                          
DIVIDEND TO SHAREHOLDERS,  ISSUED SHARES OF ITS WHOLLY OWNED SUBSIDIARY, QUIXIT,                                          
INC. AS OF JUNE 30, 1998 TO ITS  SHAREHOLDERS.  QUIXIT,  INC. THEN CONTINUED THE                                          
BUSINESSES  OF MEDIQ AND IV  SAFE-TRACE,  INC.  UNTIL MARCH 1999.  (*SHOWN BELOW                                          
REPRESENTS ORIGINAL PURCHASE PRICE OF SHARES OF XIMEDIX, INC. BEFORE DIVIDEND)                                            

Arthur L. Aikin                                              $.79                $491.38 *          7/1/98             622
19 Maple Avenue                                                                                                           
Colorado Springs, CO 80906                                                                                                

Norton Boslow                                                $.79                 $19.75 *          7/1/98              25
13121 E. Yale Ave.                                                                                                        
Aurora, CO 80014                                                                                                          

John Case                                                    $.79                 $15.80 *          7/1/98              20
10081 East Cornell                                                                                                        
Denver, CO 80231                                                                                                          

Martha Cobb, MS, RN                                          $.79                $395.00 *          7/1/98             500
8950 Bear's Path                                                                                                          
Tucson, AZ 85749-8139                                                                                                     

Walter Comer, M.D.                                           $.79                  $9.48 *          7/1/98              12
2259 Fernwood Court                                                                                                       
Grand Junction, CO 81506                                                                                                  

George A. Dawes                                            $0.607              $5,092.73 *         7/1/98-           8,390
107 W. Cheyenne Rd., #710                                                                          3/24/99                
Colorado Springs, CO 80906-2548                                                                                           

Ediner, Inc.                                                 $.79              $1,063.34 *          7/1/98           1,346
c/o Gary Copperud                                                                                                         
1234 Trappers Point                                                                                                       
Fort Collins, CO 80524                                                                                                    

Clorinda Fadness                                             $.79                $256.75 *          7/1/98             325
7245 Churchwood                                                                                                           
Colorado Springs, CO 80918                                                                                                

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First National Bank of Onaga,                                $.79                $193.55 *          7/1/98             245
Trustor                                                                                                                   
FBO Stephen C. Telatnik, M.D.                                                                                             
301 Leonard Street                                                                                                        
Onaga, KS 66521                                                                                                           

Dennis Fitzgerald                                            $.79                $158.00 *          7/1/98             200
65 Upland Road                                                                                                            
Colorado Springs, CO 80906                                                                                                

Mr. Joseph D. Graff, Jr.                                     $.79              $1,311.40 *          7/1/98           1,660
11730 Timber Lane Ct.                                                                                                     
Colorado Springs, CO 80908                                                                                                

Gary E. Hanks                                                $.79              $4,613.60 *          7/1/98           5,840
25 Yarborough Heights                                                                                                     
Colorado Springs, CO 80906                                                                                                

Hardcastle Investments, L.P.                               $0.607             $12,390.08 *         7/1/98-          20,412
18755 Avenue 314                                                                                   3/24/99                
Visalia, CA 93292                                                                                                         

James H. Hartman                                             $.79                 $63.20 *          7/1/98              80
6120 Little Johnny Dr.                                                                                                    
Colorado Springs, CO 80918                                                                                                

JGL, Inc.                                                    $.79              $1,975.00 *          7/1/98           2,500
Gregory B. Johnson                                           $.79                $237.00 *          7/1/98             300
3005 Bayview Drive                                                                                                        
Manhattan Beach, CA 90266                                                                                                 

W. Lee Johnson                                             $.0607              $3,811.96 *         7/1/98-           6,280
5585 Erindale Drive                                                                                3/24/99                
Colorado Springs, CO 80918                                                                                                

Kenneth Leiman                                               $.79              $3,476.00 *          7/1/98           4,400
P.O. Box 36135                                                                                                            
Denver, CO 80236                                                                                                          

Longman & Company                                            $.79              $1,136.02 *          7/1/98           1,438
13140 N. Ranger Rd.                                                                                                       
Parker, CO 80134                                                                                                          

John B. Longman                                              $.79                $519.82 *          7/1/98             658
13140 N. Ranger Rd.                                                                                                       
Parker, CO 80134                                                                                                          

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James E. Mardosz                                             $.79              $3,160.00 *          7/1/98           4,000
3875 Saddle Rock Road                                                                                                     
Colorado Springs, CO 80918                                                                                                

Ursula E. Mata                                               $.79                $276.50 *          7/1/98             350
6945 Fielding Cir., E.                                                                                                    
Colorado Springs, CO 80911                                                                                                

Barbara McNichol                                             $.79                  $7.90 *          7/1/98              10
12848 EAST 130TH Avenue                                                                                                   
Thornton, CO 80241                                                                                                        

Medicine Root, Inc.                                          $.79                $948.00 *          7/1/98           1,200
P.O. Box 788                                                                                                              
Louisville, CO 80027                                                                                                      

Dennis J. Meehan                                             $.79                $528.51 *          7/1/98             669
380 Oakhurst Lane                                                                                                         
Colorado Springs, CO 80906                                                                                                

Robert E. Meehan                                             $.79                 $19.75 *          7/1/98              25
727 Tramway Lane NE #17                                                                                                   
Albuquerque, NM 87122-1674                                                                                                

Roger Miller                                                 $.79                 $79.00 *          7/1/98             100
7035 Switchback Trail                                                                                                     
Colorado Springs, CO 80919                                                                                                

Carol Mountjoy, RN                                           $.79                 $98.75 *          7/1/98             125
802 Sixth Street                                                                                                          
Petaluma, CA 94952                                                                                                        

David Murphy, M.D.                                           $.79                $939.31 *          7/1/98           1,189
14 LPL Ave.,                                                                                                              
Levitown Exec. Homes                                                                                                      
Paraaque 1711, Metro Manila                                                                                               
Phillippines                                                                                                              

Tammy Phillips                                               $.79                 $15.80 *          7/1/98              20
4845 Del Sol Road                                                                                                         
Colorado Springs, CO 80918                                                                                                

John C. Prescott                                             $.79                 $40.29 *          7/1/98              51
4450 East Oxford Place                                                                                                    
Cherry Hills Village, CO 80110                                                                                            

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Gordon Price                                                 $.79                 $31.60 *          7/1/98              40
650 Bear Paw Lane, North                                                                                                  
Colorado Springs, CO 80906                                                                                                

Protopak, Inc.                                               $.79              $1,142.34 *          7/1/98           1,446
c/o Sularz Family                                                                                                         
3375 Knoll Lane, Apt. 245                                                                                                 
Colorado Springs, CO 80917                                                                                                

Melvin & Sandra Ratkovich                                    $.79              $2,617.27 *          7/1/98           3,313
1555 Ashcroft Way                                                                                                         
Sunnyvale, CA 94087                                                                                                       

Nicholas Ratkovich Trust                                     $.79                $197.50 *          7/1/98             250
1555 Ashcroft Way                                                                                                         
Sunnyvale, CA 94087                                                                                                       

Richard Robinson, CPA                                      $0.607                $607.00 *         7/1/98-           1,000
No. 1 Caliente Road                                                                                3/24/99                
Santa Fe, NM 87505                                                                                                        

Frank O. Schmeister                                          $.79                $940.10 *          7/1/98           1,190
8627 Guthrie Road                                                                                                         
Calhan, CO 80808                                                                                                          

Bryan M. Shieman, M.D.                                       $.79                $493.75 *          7/1/98             625
3800 Ravensbury Ave.                                                                                                      
Los Altos Hills, CA 94024                                                                                                 

Robert A. Spade                                              $.79                 $79.00 *          7/1/98             100
P.O. Box No. 117                                                                                                          
Woodland Park, CO 80866                                                                                                   

Frank D. Sularz                                           $.0.607             $13,077.15 *         7/1/98-          21,545
3375 Knoll Lane, Apt. 245                                                                          3/24/99                
Colorado Springs, CO 80917                                                                                                

Henry A. Sularz                                              $.79                $301.78 *          7/1/98             382
3800 Gettysburg Ave.                                                                                                      
New Hope, MN 55427                                                                                                        

Stephen C. Tealtnik, M.D.                                    $.79                 $49.77 *          7/1/98              63
4 Springdowns Way                                                                                                         
Colorado Springs, CO 80906                                                                                                

Enrox, Inc.                                                  $.79               $2,551.7 *          7/1/98           3,230
4605 Denise Drive                                                                                                         
Englewood, CO 80111                                                                                                       

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Trust Co. of America, FBO                                    $.79                $210.14 *          7/1/98             266
Donald C. Downs, IRA                                                                                                      
7103 S. Revere Pkwy.                                                                                                      
Englewood, CO 80112                                                                                                       

Roberta Usselman                                             $.79                $258.33 *          7/1/98             327
2052 Hampson Avenue                                                                                                       
Cour d'Alene, ID 83815                                                                                                    

David C. Wagner                                              $.79                $790.00 *          7/1/98           1,000
Wagner & Associates                                                                                                       
8400 E. Prentice Ave., Penthouse                                                                                          
Englewood, CO 80111                                                                                                       

Steven C. Watkins                                            $.79                $414.75 *          7/1/98             525
4845 Del Sol Road                                                                                                         
Colorado Springs, CO 80918                                                                                                

Jeffrey M. Wells                                             $.79                 $63.20 *          7/1/98              80
3166 East Oak Creek Dr.                                                                                                   
Colorado Springs, CO 80906                                                                                                

William T. Wells                                             $.79                $822.39 *          7/1/98           1,041
156 Miramar Drive                                                                                                         
Colorado Springs, CO 80906                                                                                                

Nona M. Womack                                               $.79                $462.15 *          7/1/98             585
4330 Old Ranch Road                                                                                                       
Colorado Springs, CO 80908                                                                                                

NOTE:  THE SHARE  AMOUNTS HAVE BEEN ADJUSTED TO REFLECT THE DIVIDEND AND REVERSE
SPLIT AS QUIXIT,  INC.  SHARES,  EVEN THOUGH THEY WERE  ORIGINALLY  PURCHASED IN
XIMEDIX, INC., QUIXIT'S PARENT.                                                 

         Each of the sales listed above was made for cash as listed.  All of the
listed sales were made in reliance upon the exemption from registration  offered
by Rule  504 of Reg.  D and  Section  3(b) of the  Securities  Act of  1933,  as
amended.   Based  upon  Subscription   Agreements   completed  by  each  of  the
subscribers,  the Company had reasonable grounds to believe immediately prior to
making an offer to the private  investors,  and did in fact  believe,  when such
subscriptions  were  accepted,  that such  purchasers  (1) were  purchasing  for
investment and not with a view to  distribution,  and (2) had such knowledge and
experience  in  financial  and  business  matters  that  they  were  capable  of
evaluating the merits and risks of their  investment and were able to bear those
risks. The purchasers had access to pertinent  information  enabling them to ask
informed questions.  The shares were issued without the benefit of registration.
An appropriate  restrictive  legend is imprinted  upon each of the  certificates
representing such shares,  and  stop-transfer  instructions have been entered in
the Company's transfer records.  All such sales were effected without the aid of
underwriters, and no sales commissions were paid.                               

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ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS                               

         The  Colorado  Statutes  provide  that the  Company may  indemnify  its
officers and  directors for costs and expenses  incurred in connection  with the
defense of actions, suits, or proceedings where the officer or director acted in
good faith and in a manner he reasonably  believed to be in the  Company's  best
interest  and is a party by reason  of his  status as an  officer  or  director,
absent a finding of negligence or misconduct in the performance of duty.        

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 SIGNATURES:

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.                           

DATED: February 9, 2001                                                         

                QUIXIT, INC.

                         BY:/s/H. Daniel Boone
                                    H. Daniel Boone, President

              Directors:

                          /s/H. Daniel Boone
                                   H. Daniel Boone, Director

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QUIXIT, INC.
 Former Wholly Owned Subsidiary of Ximedix, Inc.

FINANCIAL STATEMENTS

For The Years Ended December 31, 1999 and 1998

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 TABLE OF CONTENTS

                                                                Page

Auditor's Report                                                      F-1       

Financial Statements                                                            

  Balance Sheets                                               F-2

  Statements of Income                                         F-3

  Statements of Stockholder's Equity                           F-4

  Statements of Cash Flows                                     F-5

       Notes to Financial Statements                                F-6-F-11

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HILDERBRAND & associates, p.c.
AN ASSOCIATION OF CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS

Jerry Hilderbrand, C.P.A.                               (719)634-2815           
                                    Fax:     (719)634-2817

To the Board of Directors                                                       
Quixit, Inc.                                                                    
Colorado Springs, Colorado                                                      

We have  audited the  accompanying  balance  sheets of Quixit,  Inc. (a Colorado
corporation and former wholly owned subsidiary of Ximedix,  Inc.) as of December
31,  1999 and 1998, and the related  statements of income, stockholders' equity,
and cash flows for the years then  ended.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.                       

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.          

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Quixit, Inc. as of December 31,
1999 and 1998,  and the  results  of its  operations  and its cash flows for the
years then ended in conformity with generally accepted accounting principles.   

The accompanying  financial  statements have been prepared assuming that Quixit,
Inc. will continue as a going  concern.  As discussed in Note 2 to the financial
statements,  the plans to sell and  transfer  certain  assets,  liabilities  and
rights that represents  substantially all of the Company's assets and operations
has been completed.  The financial  statements at December 31, 1999 reflect such
transfers.                                                                      

/s/Hilderbrand & associates, p.c.                                               

Hilderbrand & associates, p.c.                                                  
November 10, 2000                                                               

455 E. Pikes Peak, Suite 305 * Colorado Springs, Colorado 80903 

Page F-1

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                                                   QUIXIT, INC.                                  
                                        (Former Subsidiary of Ximedix, Inc.)                     
                                                   BALANCE SHEET                                 
                                                    December 31,                                 
                                                                                                 

                                               1999                                      1998    
                                       ------------------                 ---------------------- 

                                               ASSETS                                            

CURRENT ASSETS                                                                                   
Cash                                     $       .00                                       73.00 
Accounts Receivable                              .00                                    1,100.00 
Inventory                                        .00                                    5,140.00 
Other Current Assets                             .00                                      675.00 
                                       ------------------                 ---------------------- 
TOTAL CURRENT ASSETS                             .00                                    6,988.00 

PROPERTY, PLANT AND EQUIPMENT                                                                    
Machinery and equipment                          .00                                    5,690.00 
Less: Accumulated Depreciation                   .00                                   (4,963.00)
                                       ------------------                 ---------------------- 
TOTAL PROPERTY, PLANT AND EQUIPMENT              .00                                      727.00 

OTHER ASSETS                                                                                     
Intangible assets                                                                                
Product Rights                                   .00                                  136,125.00 
Trade Names & Trade Marks                        .00                                   20,000.00 
Accumulated Amortization                         .00                                 (27,932.00) 
                                       -------------------             ------------------------- 
TOTAL OTHER ASSET                                .00                                  128,193.00 
                                       -------------------             ------------------------- 

TOTAL ASSETS                                     .00                                 $135,908.00 
                                       ===================             ========================= 

                                LIABILITIES AND STOCKHOLDERS EQUITY                              

Current Liabilities                                                                              
 Accrued expenses                                                                                
  Accrued Interest Payable              $        .00                       $            4,208.82 
 Other current liabilities                                                                       
  Accounts Payable - Ximedix                     .00                                   19,484.50 
 Advances from shareholders                      .00                                   24,709.00 
                                       ------------------              ------------------------- 
  TOTAL CURRENT LIABILITIES                      .00                                   48,402.32 

Long-term liabilities                                                                            
 Long-term debt                                  .00                                   85,222.00 

Stockholders Equity                                                                              
 Common stock                               1,000.00                                      923.45 
 Common stock subscribed                    9,000.00                                         .00 
 Additional paid in capital               125,792.59                                   67,530.14 
 Retained earnings                       (135,792.59)                                 (66,169.91)
                                       -------------------             --------------------------
 TOTAL STOCKHOLDERS EQUITY                       .00                                    2,283.68 
                                       -------------------             --------------------------

TOTAL LIABILITIES AND STOCKHOLDERS EQUITY    $   .00                       $          135,908.00 
                                       ===================             ==========================

                      See auditor's report and notes to financial statements.                    

                                                 F-2                                             


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QUIXIT, INC.
(Former Subsidiary of Ximedix, Inc.)
 STATEMENTS OF INCOME (LOSS)
For the periods ended December 31,

                                     1999                     1998
                                       -------------            --------------

Operating revenue                                                               
Sales                                  $    1,930.47           $     5,410.00 

Cost of goods sold                                                              
Purchases                                     350.58                 1,803.00 
                                       -------------            --------------
Gross Profit (Loss)                        1,579.89                 3,607.00

General and administrative                                                      
Amortization                                7,373.00                20,112.00 
Depreciation expense                          204.00                   767.00 
Legal and accounting                        3,600.00                      .00 
Office expenses                             5,229.40                19,635.73 
Other expenses                                 60.00                      .00 
Rental expenses                               675.00                 1,350.00 
Supplies                                       20.93                      .00 
Travel expenses                                  .00                 6,834.00 
Telephone                                        .00                   275.50 
                                       -------------            --------------
TOTAL GENERAL AND ADMINISTRATIVE          17,162.33                48,974.23

 Income (Loss) From Operations            (15,582.44)              (45,367.23)

Other income                                                                    
Sale of subsidiary                       (51,139.05)                     .00

Other expenses                                                                  
Interest expense                            2,901.19                 4,031.34 
                                       -------------            --------------

Net Income (Loss)                          (69,622.68)              (49,398.57) 
                                       =============            ==============

Net loss per share                              ($.07)                   ($.05) 

Weighted Average Common Shares                                                  
(adjusted for reverse-split in 1999)     1,000,000                1,000,000     

See auditor's report and notes to financial statements
 F-3

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                                  QUIXIT, INC.                                                                                 
                      (Former Subsidiary of Ximedix, Inc.)                                                                     
                       STATEMENTS OF STOCKHOLDERS' EQUITY                                                                      
                 For the Years Ended December 31, 1999 and 1998                                                                

                                                                                                                               
                                                  Common Stock                                                                 
                                                     Issued                          Additional                                
                                             No. of                   Common Stock   Paid-In        Retained                   
                                             Shares         Amount     Subscribed    Capital        Earnings       Total       
-------------------------------------------------------------------------------------------------------------------------------
December 31, 1997                                 200       $0.200         $0.00     $54,587.80     ($16,771.34)   $37,816.66  

     Sale of Common Stock                     923,245      923,245                    12,942.34                     13,865.59  

     Net Loss                                                                                        (49,398.57)   (49,398.57) 
-------------------------------------------------------------------------------------------------------------------------------
December 31, 1998                             923,445      923,445         $0.00      67,530.14      (66,169.91)     2,283.68  

     Sale of Common Stock                      76,555       76,555                    58,262.45                     58,339.01  
     1 for 10 Reverse Split                  (900,000)       0.000                                                      0.000  
     Stock Subscription-900,000 shares                                  9,000.00                                     9,000.00  

     Net Loss                                                                                        (69,622.68)   (69,622.68) 
-------------------------------------------------------------------------------------------------------------------------------
December 31, 1999                             100,000       $1,000,000 $9,000.00    $125,792.59    ($135,792.59)       ($0.00) 
===============================================================================================================================


See auditor's report and notes to financial statements. 

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                                  QUIXIT, INC.                                         
                      (Former Subsidiary of Ximedix, Inc.)                             
                             STATEMENT OF CASH FLOWS                                   
                       For the periods ended December 31,                              

                                                                                       
                                                                1999            1998   
                                                            -----------    ------------
Cash flows from operating activities:                                                  
Net Income (Loss)                                           $(69,622.68)   $(49,398.57)
Adjustments to reconcile net income(loss) to                                           
 net cash provided by (used in) opertions:                                             
  Depreciation and amortization expense                      (32,895.00)     20,879.14 
  Decrease (increase) in accounts receivable                   1,100.00          (4.00)
  Decrease (increase) in inventories                           5,140.00         903.00 
  Decrease (increase) in other current assets                    675.00        (675.00)
  Increase (decrease) in accrued expenses                     (4,208.82)      3,551.34 
  Increase (decrease) in other current liabilities           (19,484.50)     (5,032.50)
                                                            -------------  ------------
Net cash provided by (used in) operating activities         (119,296.00)    (29,776.59)

Cash flows from investing activities:                                                  
  Investment in fixed assets                                   5,690.00        (350.00)
  Investment in intangible assets                            156,125.00     (77,912.00)
                                                            -------------  ------------
Net cash provided by (used in) investing activities          161,815.00     (78,262.00)

Cash flows from financing activities:                                                  
  Proceeds from additional paid in capital                    58,262.45      12,942.34 
  Proceeds from issuance of common stock                       9,076.55         923.25 
  Proceeds (reduction)s from long-term debt                  (85,222.00)     85,222.00 
  Proceeds from shareholder advances                         (24,709.00)      9,024.00 
                                                            ------------   ----------- 
Net cash provided by (used in) financing activities          (42,592.00)    108,111.59 
                                                            ------------   ----------- 

Net Increase (Decrease) in Cash                        $         (73.00)   $     73.00 
                                                            ============   =========== 
Cash at Beginning of Period                                       73.00            .00 
                                                            ------------   ----------- 
Cash at End of Period                                  $            .00    $     73.00 
                                                            ============   =========== 

             See auditor's report and notes to financial statements                    
                                        F-5                                            

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QUIXIT, INC.
 NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 and 1998

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             
----------------------------------------------------                            

OPERATIONS AND HISTORY                                                          

The Company was  incorporated  on May 15,  1997,  under the laws of the state of
Colorado as a wholly owned subsidiary of Ximedix, Inc. Ximedix, Inc. transferred
the  exclusive  rights and related  assets to the  patented and  copyrighted  IV
Safe-Trace line of products for the organization,  identification and control of
fluid drug administration  procedures in hospital settings as well as a computer
software development  project,  identified as the MediQ Medication Error Quality
Improvement  System.  Effective  July 1, 1998,  Ximedix,  Inc,  "spun-  off" the
Quixit, Inc. subsidiary to the Ximedix,  Inc.  shareholders of record as of June
30, 1998.  The Company sold the IV Safe-Trace  System  product  rights,  assets,
customer and vendor lists and certain  liabilities to a newly formed corporation
(MedShield  Corporation) and the MediQ Software  development  assets and certain
liabilities to TeleMedix International, LTD. on March 25, 1999 for assumption of
debt.  Essentially  all  expenditures  and expenses  incurred in 1997,  1998 and
through the 1st Quarter of 1999 were directly attributable to the development of
the MediQ Computer Software System. The accompanying  financial  statements have
been prepared in  conformity  with  generally  accepted  accounting  principles,
however,  the  Company  has  been in the  development  stage  and has  sustained
substantial operating losses since its inception.                               
(See also Note 2)                                                               

USE OF ACCOUNTING ESTIMATES                                                     

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of certain assets and liabilities and  disclosures.
Accordingly,   the  actual  amounts  could  differ  from  those  estimates.  Any
adjustments  applied to estimated  amounts are  recognized  in the year in which
such adjustments are determined.                                                

CASH EQUIVALENTS                                                                

For the purpose of the statement of cash flows, the Company considers any highly
liquid  investments with an original maturity of three months or less to be cash
equivalents. All cash was transferred to MedShield Corp. in March 1999.         

ACCOUNTS RECEIVABLE                                                             

Accounts  receivable are considered by management to be fully collectable,  and,
accordingly  no  allowance  for  doubtful  accounts  has been  established.  All
accounts receivable were transferred to MedShield Corp. in March 1999.          

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QUIXIT, INC.
 NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 and 1998

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)                 
----------------------------------------------------------------                

INVENTORY                                                                       

Inventory is stated at the lower of cost  (first-in,  first-out) or market.  All
inventories were transferred to MedShield Corp. in March 1999.                  

PROPERTY AND EQUIPMENT                                                          

Property and  equipment is stated at cost.  Depreciation  is provided  using the
straight-line  method over estimated  useful lives of three to seven years.  All
property and equipment were transferred to MedShield Corp. in March 1999.       

INTANGIBLE ASSETS                                                               

Costs to acquire  and develop  products by  independent  contract  services  are
capitalized   as  product   rights  assets  and  are  being   amortized  on  the
straight-line method over a period of five years.                               

Costs to acquire trade names are  capitalized as trade name assets and are being
amortized on the straight-line method over a period of forty years.             

All product rights and trade names and trade marks were transferred to TeleMedix
Int'l, LTD and MedShield Corp. in March 1999.                                   

NOTE 2 - LIQUIDATION OF BUSINESS                                                
-------------------------------------                                           

In view of the  situation  that  realization  of any  portion  of the assets was
determined to be infeasible under the existing structure,  management  therefore
decided to sell the MediQ Software development assets and certain liabilities to
TeleMedix  International,  LTD.,  a new  telemedicine  venture,  and sell the IV
Safe-Trace assets and rights to MedShield  Corporation for assumption of certain
liabilities. In March 1999, Business Exchange Holding Corporation subscribed for
and issued a note for $25,000 for 900,000 shares of common stock of Quixit, Inc.
In 2000 the note was paid by H.  Daniel  Boone after an  assignment  by Business
Exchange  Holding  Corporation.  The  proceeds  of  which  will be  assigned  to
MedShield  Corporation as a partial  off-set to the  liabilities  assumed by the
entity.                                                                         

The Company commenced a specific plan of liquidating its intangible and tangible
assets and related  liabilities in preparation for the final  liquidation of the
business  by first  forming  MedShield  Corporation,  (a  Colorado  corporation)
effective  February 1, 1999, to which the IV Safe-Trace  System product  rights,
assets, customer and vendor lists and certain liabilities were sold on March    

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QUIXIT, INC.
 NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 and 1998

NOTE 2 - LIQUIDATION OF BUSINESS (CONTINUED)                                    
-------------------------------------------------                               

25, 1999. The MedShield Corporation,  including all assets and liabilities,  was
acquired by Asset Transfer Associates,  Inc. a private corporation controlled by
Mr. Frank D. Sularz,  (Quixit, Inc.  President/CEO and shareholder),  Hardcastle
Investments,  LLP, (a Quixit, Inc.  shareholder) and Protopak,  Inc., (a Quixit,
Inc.  shareholder)  for the  assumption  of  liabilities  and  transfer of loans
payable, property lease obligations and miscellaneous other expenses.           

The transactions  liquidation  process of Quixit,  Inc. required the vote by the
Quixit,  Inc.  shareholders,  which vote was completed  and effective  March 24,
1999,  approving  a 1 for  10  reverse  stock  split  of  the 1  million  shares
outstanding prior to the split resulting in 100,000 shares  outstanding  leaving
900,000  authorized but unissued shares. At March 30, 1999, a stock subscription
agreement  between Quixit,  Inc. and Business  Exchange Holding  Corporation was
adopted for these 900,000  shares,  and a note was issued for $25,000 which note
was redeemed in 2000.                                                           
(See Note 6)                                                                    

NOTE 3 - PROPERTY AND EQUIPMENT                                                 
--------------------------------                                                

Property and equipment consists of the following at December 31;                

                                             1999                     1998
                                             ----                     ----

Manufacturing and Office Equipment           $   -0-                   $ 5,690  

Less: Accumulated Depreciation                (  -0- )                  (4,963) 
                                          ---------                 --------
       Net Property and Equipment          $   -0-                   $   727
                                           ========                  =======

Note: The property and equipment  valuation is based on the transfer of cost and
accumulated  depreciation from Ximedix,  Inc. as of date of incorporation on May
15, 1997, and subsequent purchases at cost. Final transfer was made to MedShield
Corp. on March 25, 1999.                                                        

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                                  QUIXIT, INC.                                                    
                          NOTES TO FINANCIAL STATEMENTS                                           
                           DECEMBER 31, 1999 and 1998                                             

                                                                                                  
NOTE 4 - LONG-TERM DEBT                                                                           
------------------------                                                                          

At December 31, long-term notes payable consisted of the following:                               

                                                                                  1999      1998  
                                                                                  ----      ----  

10.0% note payable to Kenneth Leiman (a  shareholder),  dated September 1, 1998,                  
unsecured,  interest payable in monthly  installments,  personally guaranteed by                  
Frank D.  Sularz,  President/CEO  of  Quixit,  Inc.  ($12,000  of this  loan was                  
converted into 24,000 shares of Quixit, Inc. Common shares as of March 24, 1999.                  
The balance of $12,000,  plus  accrued  interest  of $1,135 was  transferred  to                  
TeleMedix International as of March 25, 1999.                                                     
The note is Due December 31, 2000.                                                $  -0-  $ 24,000

Accrued interest due as of December 31,                                              -0-       480

12.0% note  payable to Patricia A. Sularz (an  individual),  dated  September 1,                  
1998, unsecured,  interest payable in monthly installments.  The note balance of                  
$18,000  plus  accrued   interest  of  $1,213  were   transferred  to  MedShield                  
Corporation as of March 25,1999. Note is due                                                      
December 31, 2000.                                                                   -0-    18,000

Accrued interest due as of December 31,                                              -0-       722

12.0% note payable to Protopak,  Inc. (a shareholder),  dated September 1, 1998,                  
unsecured, interest payable in monthly installments.  The note balance of $3,990                  
plus accrued interest of $269 were transferred to MedShield Corp.                                 
as of March 25, 1999.   Note is due December 31, 2000.                               -0-     3,990

Accrued interest due as of December 31,                                              -0-       160

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                                  QUIXIT, INC.                                                              
                          NOTES TO FINANCIAL STATEMENTS                                                     
                           DECEMBER 31, 1999 and 1998                                                       

                                                                                                            

NOTE 4 - LONG-TERM DEBT (continued)                                                                         
-----------------------------------                                                                         
                                                                                        1999           1998 
                                                                                        ----           ---- 

0.0% note  payable  to Frank D.  Sularz  (an  officer  and  shareholder),  dated                            
December 31, 1998, unsecured.  (Imputed interest effective as of January 1, 1999                            
at 12%)  The  note  balance  of  $19,232  plus  accrued  interest  of  $525  was                            
transferred to MedShield Corporation as of March 25, 1999. Note is                                          
due December 31, 2000.                                                                  -0-          19,232 

Accrued interest due as of December 31,                                                 -0-              -0-

12.0% note payable to Hardcastle Investments, L.P. (a CA Limited Partnership and                            
shareholder),  dated  September 30, 1998,  unsecured,  for MedShield trade name,                            
interest  payable  in monthly  installments.  The note  balance of $20,000  plus                            
accrued interest of $746 was transferred to MedShield                                                       
Corporation as of March 25, 1999.  Note is due December 31, 2000.                       -0-          20,000 

Accrued interest due as of December 31, 1998                                            -0-             600 
                                                                                      ---------  ---------- 

         TOTAL LONG-TERM DEBT                                                      $    -0-        $ 85,222 
                                                                                   ============   ========= 

         ACCRUED INTEREST PAYABLE ON LONG-TERM DEBT                                $    -0-        $  1,962 
                                                                                   ============   ========= 

         TOTAL ACCRUED INTEREST PAYABLE ON ALL DEBT                                 $   -0-        $  4,209 
                                                                                   ===========     ======== 

Estimated original maturities on long-term debt is as follows:                          1999           1998 
                                                                                         ----          ---- 

                  2000                                                            $    -0-         $ 85,222 
                                                                                  ===========      ======== 

Interest  expense  for the periods  ended  December  31,  1999 and 1998,  on all                            
company obligations, was $2,901 and $4,031 respectively.                                                    


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QUIXIT, INC.
 NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 and 1998

NOTE 5 - OPERATING LEASE                                                        
------------------------                                                        

During the year ended  December  31,  1998,  the  Company  leased  office  space
commencing on December 1, 1998 on a one year lease which will expire on November
30, 1999.  Rental expense under this operating lease is $675.00 per month.  This
lease was also assumed by MedShield  Corporation as of March 25, 1999. The lease
deposit of $675 was transferred to MedShield Corporation as of March 25, 1999.  

NOTE 6 - STOCKHOLDER'S EQUITY                                                   
-----------------------------                                                   

Authorized - 1,000,000 shares,  par value before 1 for 10 reverse split on March
25, 1999 - $0.001.  After reverse split,  par value increased to $.01 per share.
As of July 1, 1998, the effective date Ximedix,  Inc. spun-off the Quixit,  Inc.
subsidiary,  the total number of outstanding  shares was 690,188.  An additional
233,257   shares  were  issued   effective   December  31,   1998,   to  reflect
capitalization  of  development  costs for the MediQ  Medication  Error Computer
Software Program and related Quality  Improvement  System.  An additional 76,555
shares were issued prior to March 25, 1999 resulting in total outstanding shares
of 1,000,000.  Effective March 25, 1999 there was a 1 for 10 reverse stock split
resulting in total outstanding shares of 100,000.                               

On March 30,  1999,  BEHC  subscribed  for  900,000  shares of Quixit,  Inc.  in
exchange for a $25,000  promissory note. This note is payable upon the resale or
merger of  Quixit,  Inc.,  or from one year from the  stock  subscription  date,
whichever is earlier. The monies shall be made payable to MedShield  Corporation
in consideration of their assumption of Quixit, Inc. liabilities.               

NOTE 7 - RELATED PARTY TRANSACTIONS                                             
-----------------------------------                                             

During the  respective  years ended  December  31, 1997 and 1998,  contract  and
consulting  services of $16,046 and $57,913 were  capitalized.  Of those totals,
$32,170 of the total services  converted into common stock was  attributable  to
officers and directors of the Company.                                          

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QUIXIT, INC.
UNAUDITED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2000

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 TABLE OF CONTENTS

                                                                Page

Financial Statements                                                            

  Balance Sheets                                               F-2

  Statements of Operations                                     F-3

  Statements of Cash Flows                                     F-4

  Statements of Stockholders' Equity                           F-5

  Notes to Financial Statements                                F-6

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                                                   QUIXIT, INC.                                
                                                   BALANCE SHEET                               

                                                                                               
                                        December 31,                          September 30,    
                                               1999                                    2000    
                                                                                (unaudited)    
                                       ------------------               ---------------------- 

                                               ASSETS                                          

CURRENT ASSETS                                                                                 
Cash                                     $       .00                                     .00   
Accounts Receivable                              .00                                     .00   
Inventory                                        .00                                     .00   
Other Current Assets                             .00                                     .00   
                                       ------------------               ---------------------- 
TOTAL CURRENT ASSETS                             .00                                     .00   

PROPERTY, PLANT AND EQUIPMENT                                                                  
Machinery and equipment                          .00                                     .00   
Less: Accumulated Depreciation                   .00                                     .00   
                                       ------------------               ---------------------- 
TOTAL PROPERTY, PLANT AND EQUIPMENT              .00                                     .00   

OTHER ASSETS                                                                                   
Intangible assets                                                                              
Product Rights                                   .00                                     .00   
Trade Names & Trade Marks                        .00                                     .00   
Accumulated Amortization                         .00                                     .00   
                                       -------------------           ------------------------- 
TOTAL OTHER ASSET                                .00                                     .00   
                                       -------------------           ------------------------- 

TOTAL ASSETS                                     .00                                    $.00   
                                       ===================           ========================= 

                                LIABILITIES AND STOCKHOLDERS EQUITY                            

Current Liabilities                                                                            
 Accrued expenses                                                                              
  Accrued Interest Payable              $        .00                     $               .00   
 Other current liabilities                                                                     
  Accounts Payable - Ximedix                     .00                                     .00   
 Advances from shareholders                      .00                                2,500.00   
                                       ------------------            ------------------------- 
  TOTAL CURRENT LIABILITIES                      .00                                2,500.00   

Long-term liabilities                                                                          
 Long-term debt                                  .00                                     .00   

Stockholders Equity                                                                            
 Common stock                               1,000.00                               10,000.00   
 Common stock subscribed                    9,000.00                                     .00   
 Additional paid in capital               125,792.59                              125,792.00   
 Retained earnings                       (135,792.59)                            (138,293.00)  
                                       -------------------           --------------------------
 TOTAL STOCKHOLDERS EQUITY                       .00                               (2,500.00)  
                                       -------------------           --------------------------

TOTAL LIABILITIES AND STOCKHOLDERS EQUITY    $   .00                     $              (.00)  
                                       ===================           ==========================


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QUIXIT, INC.
 (A DEVELOPMENT STAGE COMPANY)
 UNAUDITED STATEMENT OF OPERATIONS
 FOR THE NINE MONTHS ENDED SEPTEMBER 30,

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

REVENUES                                                                        
Operating Revenues                                      -           1,930.47    
                                       ---------------  ----------------
TOTAL REVENUES                                          -           1,930.47    

COST OF GOODS SOLD                                                              
Cost of Sales                                           -             350.58    
                                       ---------------  ----------------
TOTAL COST OF GOODS SOLD                                -             350.58    

OPERATING COSTS                                                                 
Advertising & Marketing                                                         
Amortization & Depreciation                                                     
Legal & Professional                                2,500                       
Research & Development                                                          
General & Administrative                                                        
                                       ---------------  ----------------
TOTAL OPERATING COSTS                               2,500          17,162.33    

OTHER INCOME (EXPENSE)                                                          
Interest Income                                                                 
Other Income                                                                    
Interest Expense                                                    2,901.19    
                                       ---------------  ----------------
TOTAL OTHER INCOME (EXPENSE)                            -           2,901.19    

NET INCOME (LOSS)                                $ (2,500)     $   18,483.63    
                                       ===============  ================

Net Loss per Share                                  (0.00)             ($.18)   
Weighted Average Common Shares                  1,000,000         100,000       

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QUIXIT, INC.
 (A DEVELOPMENT STAGE COMPANY)
 UNAUDITED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 

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

CASH FLOWS FROM OPERATING ACTIVITIES                                            
Net Loss                                                  $(2,500)    $(18,483) 

Adjustments  to  reconcile  net  loss to                                        
cash  used  in  operating  activities:                                      
Depreciation                                                            32,895  
Decrease (increase) in inventories                                       5,140  
Decrease in Accounts Receivable                                          1,100  
(Increase) Decrease in current assets                                      675  
Increase (Decrease) in current liabilities                  2,500      (19,484) 
Increase (Decrease) in accrued expenses                                 (4,208) 
                                                       -----------  ------------
NET CASH PROVIDED (USED) BY                                     -      (68,157) 
OPERATING ACTIVITIES                                                            

CASH FLOWS FROM INVESTING ACTIVITIES:                                           
    Investment in fixed assets                                 0      5,690.00
    Investment in intangible assets                            0    156,125.00
                                                       -----------  ------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES             0    161,815.00 

CASH FLOWS FROM FINANCING ACTIVITIES:                                           
    Proceeds from additional paid in capital                   0     58,262.45
    Proceeds from issuance of common stock                     0      9,076.55
     Proceeds (reduction)s from long-term debt                  0    (85,222.00)
     Proceeds from shareholder advances                     2,500    (24,709.00)
     Sale of subsidiary                                         0    (51,139.05)
                                                       -----------  ------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES         2,500    (93,731.05)

NET INCREASE (DECREASE) IN CASH                                 0    $   (73.00)

CASH AT BEGINNING OF PERIOD                                     0         73.00 

CASH AT END OF PERIOD                                         $ 0         $ .00 
                                                       ===========  ============

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                                  QUIXIT, INC.                                                                             
                          (A DEVELOPMENT STAGE COMPANY)                                                                    
             UNAUDITED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY                                                        
            FOR THE PERIOD FROM DECEMBER 31, 1999 TO SEPTEMBER 30, 2000                                                    

                                                                                                                           
                                      Common          Stock         Paid In         Stock       Accumulated      Total     
                                    No./shares      $ Amount        Capital      Subscribed      Deficit                   
                                  --------------- --------------  -------------  ------------  -------------  -------------

Balance at December 31, 1998          1,000,000          1,000        125,793          9,000      (135,793)             -  

Reverse Split                          (900,000)             -              -              -             -              -  

Shares issued per                                                                                                          
subscription agreement                  900,000          9,000                        (9,000)                           -  

Balance at December 31, 1999          1,000,000              -              -              -             -              -  

Net loss for the period                                                                                                    
ended September 30, 2000                      -              -              -              -        (2,500)        (2,500) 

Balance at September 30,                                                                                                   
2000                                   1,000,000         10,000       125,793              -      (138,293)        (2,500) 
                                  =============== ==============  ============= ============== =============  =============


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QUIXIT, INC.
NOTES TO FINANCIAL STATEMENTS 

1.   PRESENTATION OF INTERIM INFORMATION                                        

In the opinion of the  management of Quixit,  Inc., the  accompanying  unaudited
financial  statements  include all normal  adjustments  considered  necessary to
present  fairly the financial  position as of September 30, 2000 and the results
of operations  for the nine months ended  September 30, 2000 and 1999,  and cash
flows for the nine months  ended  September  30, 2000.  Interim  results are not
necessarily indicative of results for a full year.                              

The financial  statements and notes are presented as permitted by Form 10-Q, and
do not contain certain  information  included in the Company's audited financial
statements and notes for the fiscal year ended December 31, 1999, and the reader
is  cautioned  to review the  Audited  Financial  Statements  for the year ended
December 31, 1999 and accompanying footnotes thereto.                           

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 INDEX TO EXHIBITS

SK#                        3.1      Articles of Incorporation                   

     3.2      Bylaws of Quixit, Inc.

36

Dates Referenced Herein   and   Documents Incorporated by Reference

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