RAPID RETRIEVAL SYSTEMS INC
8-K/A, EX-99, 2000-12-20
NON-OPERATING ESTABLISHMENTS
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                     Eline Music.com, Inc.
                 (A Development Stage Company)
                         Balance Sheet
                    as of September 30, 2000

<TABLE>
<CAPTION>
ASSETS
<S>                                                      <C>
Current Assets
  Cash and cash equivalents                $    2,196
                                                        -----------------
       Total Current Assets                         2,196

Property and Equipment
  Equipment                                         240,180
  Furniture and fixtures                            6,672
  Leasehold improvements                     54,910
                                                        -----------------
                                                             301,762
  Accumulated depreciation                 (29,825)
                                                        -----------------
       Net Property and Equipment       271,937

Other Assets
  Investment in RRSI                         250,000
  Deposit on building                           50,000
                                                        -----------------
                                                       $  574,133
                                                        ==========

LIABILITIES AND STOCKHOLDER''S EQUITY

Current Liabilities
  Accounts payable                        $    44,701
  Note payable to stockholders          156,200
                                                        -----------------
       Total Current Liabilities             200,901

STOCKHOLDERS'' EQUITY
  Common stock ($.001 par value,
     75,000,000 shares authorized,
     10,852,500 shares issued and
     outstanding)                                   10,853
  Additional paid-in capital            1,083,163
  Deficit accumulated in the
   development stage                       (720,784)
                                                        -----------------

       Total Stockholders' Equity        373,232
                                                        -----------------
                                                     $    574,133
                                                     ===========

</TABLE>


Unaudited - For management discussion & analysis only.


                     Eline Music.com, Inc.
                 (A Development Stage Company)
                    Statements of Operations
        For the period from Inception, November 2, 1999,
                     to September 30, 2000


<TABLE>
<CAPTION>
<S>                                                                                             <C>
Operating Expenses
   Net revenues  Developement, general and administrative     $    781,784
                                                                                                  ----------------
                                                                    Operating Loss          (781,784)

Other Income
   Unrealized gain on trading securities  Rental income                  61,000
                                                                                                  ----------------
Loss before provision for income taxes                                       (720,784)

Provision for income taxes                                                                 -
                                                                                                  ----------------

                                                                           Net Loss         $ (720,784)
                                                                                                  =========

Earnings per share:
  Basic and diluted                                                                    $
                                                                                                  =========
Basic and diluted weighted average shares outstanding

</TABLE>
Unaudited - For management discussion & analysis only

<PAGE>
                     Eline Music.com, Inc.
                 (A Development Stage Company)
                    Statements of Cash Flows
        For the period from Inception, November 2, 1999,
                     to September 30, 2000

<TABLE>
<CAPTION>
<S>                                                                                                                 <C>
Operating Activities
  Net (loss)                                                                                                      $    (720,784)
  Adjustments to reconcile net (loss) to
   net cash used by operating activities
       Depreciation                                                                                                     29,825
       Common stock issued for services                                                                 160,000
       Changes in operating assets and liabilities:
           Increase in accounts payable                                                                        44,701
           Increase in accrued expenses                                                                                0
                                                                                                                       -------------
                           Net Cash (Used in) Provided by Operating Activities              (486,258)

Investing Activities
  Purchase of property and equipment                                                                  (301,762)
  Purchase of RRSI                                                                                               (250,000)
  Deposit on building                                                                                              (50,000)
                                                                                                                       -------------
                          Net Cash Used in Investing Activities                                        (601,762)

Financing Activities
  Advances from stockholders                                                                                156,200
  Conversion of founder's debt                                                                               255,000
  Proceeds from sale of stock                                                                                 679,016
                                                                                                                       -------------
                            Net Cash Provided by Financing Activities                           1,090,216
                                                                                                                       -------------

                                Change in Cash and Cash Equivalents                                     2,196

Cash and cash equivalents, beginning of period                                                             0
                                                                                                                       -------------

Cash and cash equivalents, end of period                                                          $    2,196
                                                                                                                       ==========
</TABLE>
Unaudited - For management discussion & analysis only.


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