24 HOUR AUCTION INC
10SB12G/A, 2000-04-25
BUSINESS SERVICES, NEC
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                     U.S. Securities and Exchange Commission

                             Washington, D.C. 20549


                                    Form 10SB

                                  Amendment #1


              GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
                                BUSINESS ISSUERS


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

                              24 Hour Auction, Inc.
                 (Name of Small Business Issuer in its charter)



          Delaware                                       91-2026829
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


2009 Iron Street
Bellingham, Washington                                              98225
(Address of principal executive office)                             (Zip Code)

Issuer's telephone number (360) 647-3170


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

                                  Common Shares



                                 Charles Clayton
                                  527 Marquette
                          Minneapolis, Minnesota 55402
                                 (612) 338-3738
                               (Agent for Service)

<PAGE>



GENERAL

         The Company is filing this Form 10SB voluntarily for the purpose of
becoming a reporting company. The Company will file voluntary reports if its
obligation to file reports is terminated under the Securities Exchange Act of
1934.



ITEM 1. DESCRIPTION OF BUSINESS


         24 Hour Auction, Inc. was incorporated in the State of Delaware on
September 21, 1999. The Company has generated no revenue at this time.

         The Company operates under the name "Bidmonkey.com." The Company has
reserved the name and is in the process of building the web site of
bidmonkey.com. Mr. Maherali, the President of the Company, is a full time
employee of Apus Capital Corporation. When the web site is completed he will
devote more time to the business of the Company, and he expects to devote full
time to the Company when it is operational.


         The web site is to provide an auction site for both business to
business auctions and business to consumers as a means for businesses to dispose
of goods that it wants to sell to the general public in an auction setting.


         Bidmonkey.com also intends to be local in its auctions through the
franchising of local web sites, beginning in North America, and then selling
them throughout the rest of the world. The Company is in the process of
developing its franchise agreement, however it is not completed. The Company has
sold no franchises at this time.


         The reason for the local franchise web sites is to provide a market for
products that typically are sold close to home, such as a car or a motor home,
and will enable the buyer to personally look at the item before a purchase. The
affiliated network of auction web sites allows for branding to attract business
to the web site, while at the same time being a local destination for the person
seeking discounted goods available at auction.

         A seller of merchandise will list the merchandise with Bidmonkey.com.
The seller may list a reserve price, which is a price below which he will not
sell the merchandise. All auction listings state that there is a reserve price,
but will not list what the reserve price is.

         The software of the Company has a unique feature, the maximum bid
price, along with an automatic bid process. The bidder will indicate what the
maximum price he will pay for the merchandise, and the software will
automatically enter bids for the bidder. As an example: there is an item for
sale on the auction site, and the current bid is $100. The bidder will enter a
maximum bid of $1,000, and the software


                                       2
<PAGE>



will enter a bid of $125. Shortly thereafter there is a bid of $500 entered on
the item, and the software will then enter a bid of $525. This will continue
until the item is sold, and the bidder will be notified that he either was
successful or unsuccessful by e mail. This is an example only. The bidding
process may be done in any amounts and increments.

         The Company serves as listing agent and is not involved in the actual
transaction of goods and money between buyer and seller. The transaction of the
money and the goods are the sole responsibility of the buyer and seller. The
listing agreement provides that the buyer and the seller hold the Company
harmless from any liability.

         There are many auction web sites on the Internet that will compete with
the site of the Company. Many of them are well established and attract many
visitors to the sites. Many of them are well financed and are able to spend
large amounts of money to advertise their web sites. Probably the largest and
best known is eBay. The Company will have a difficult time in competition with
such large and well financed competitors.

         Risk Factor - Going Concern. The independent auditor for the Company,
in its report, issued a "going concern" doubt in its letter. Stating that there
is a substantial doubt that the Company can continue, mostly based on the lack
of any revenue at this time.

         Risk Factor - No Market for Shares. No Transfer of Shares. Prior to
this time there has been no public market for the Shares and there can be no
assurance that an active trading market will develop or be sustained.

         Risk Factor - Limited Operating History. The Company recognizes that it
has a limited operating history by which an investor might judge its likelihood
of success or failure. Its business plan is based on certain assumptions without
the benefit of a lengthy operating history. At this time the Company has made no
sales, and has received no revenue.

         Risk Factor - Competition. The Company expects to encounter competition
in its efforts to establish its business. Many of these entities may have
greater experience, resources and managerial capabilities than the Company and
will therefore be in a better position than the Company to compete.

         Risk Factor - Need for Additional Capital. While the Company will be
budgeting towards the achievement of its goals, there can be no assurance that
the Company will be able to achieve its goals without additional capital. There
can be no assurance that the Company will be able to raise the additional
capital it may be seeking. Even if additional capital is obtained, there can be
no assurance that the Company will be able to achieve its goals with additional
capital, or that any new capital, if available, will be on terms favorable to
the Company.



                                       3
<PAGE>


ITEM 2. PLAN OF OPERATION

         The Internet has created a new medium for advertising, marketing and
sales. The Internet has also been a medium of the bargain hunter, seeing a way
to make purchases at below market prices.

         The Company has two main sources of income.

         First, the Company charges a fee to sellers of 1% of the sale price of
the things sold.

         Second, the Company sells franchises to local persons that sponsor a
local Bidmonkey.com page for products that are geographically sensitive. The fee
for the local person is $4,999, and a royalty fee of 6% of its sales.


         Management of the Company is of the opinion that the current cash will
be sufficient for the next three to four months during the development of the
web site, and that it will need an additional $100,000 at that time. The Company
has not determined how it will raise the additional money at this time, or
whether it will be through equity or debt. The Company feels that this
additional money will be enough for the next twelve months.

         The Company does not anticipate any expenditures for research and
development. The Company has no plans for the purchase of plant or significant
equipment. There are no plans for a significant change in the number of
employees.

         The Company has not generated any revenue at this time, and the Company
has no franchisees at this time. The web site is nearing completion, and the
Company hopes to generate revenues as soon as it is complete. Management is
hopeful that revenues will begin toward the end of the second quarter of this
year.



ITEM 3. DESCRIPTION OF PROPERTY


         The Company leases office space from Apus Capital Corporation. The
lease is for one year from October 1, 1999 to September 30, 2000 at a monthly
rental of $250 per month.



ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         There are presently 3,660,000 shares of the company's common shares
outstanding. The following table sets forth the information as to the ownership
of each person who, as of this date, owns of record, or is known by the company
to own beneficially, more than five per cent of the company's common stock, and


                                       4
<PAGE>


the officers and directors of the company.


                              Shares of                Percent of
Name                       Common Stock                ownership
- --------------------------------------------------------------------------------

Nazir Maherali                  800,000                22%
31550 South Fraser Way
Abbotsford, Canada


Directors and Officers          800,000                22%
as a group


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

         The executive officers and directors of the company, with a brief
description are as follows:


Name                                Position
- ----                                --------

Nazir Maherali                      President, Secretary, Director

Kali Palmer                         Director



         Nazir Maherali, Mr. Maherali is the President, Secretary and a Director
of the Company. From 1994 to the present he has been a Manager of Apus Capital
Corporation. Apus Capital Corporation is in the business of consulting to
internet based companies, his duties include compiling sales material,
organization of data and data entry.


         Kali Palmer, Ms Palmer is a Director. She worked for Facilicom
Educational Products in Austin, Texas from 1993 to 1998 in marketing. From 1998
to the present she has been a director of the company and in the real estate
business in Seattle, Washington.


ITEM 6. EXECUTIVE COMPENSATION

         There are no officers or directors that received compensation in excess
of $60,000 or more during the last year.


                                       5
<PAGE>


ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


         The Company leases office space from Apus Capital Corporation, a
company that the President of the Company works for. The lease is for one year
from October 1, 1999 to September 30, 2000 at a monthly rental of $250 per
month. Management feels that the lease is no less favorable than it would have
from an unrelated party.



ITEM 8. LEGAL PROCEEDINGS

         None


ITEM 9. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

         The Company's common stock has not traded at this time.

         There are 38 holders of the common stock of the Company. There have
never been any dividends, cash or otherwise, paid on the common shares of the
Company.


ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES

       Name                         Date            Shares            Cost

Nazir Maherali                      9/99            800,000           $800.00
Dilsahald Maherali                  10/99            75,000            $75.00
Mithoo Maherali                     10/99            75,000            $75.00
Chantal Gibson                      10/99            75,000            $75.00
Dale Everendon                      10/99            75,000            $75.00
Karim Virani                        10/99            75,000            $75.00
Mark Nelson                         10/99            75,000            $75.00
Barry Wilding                       11/99            75,000            $75.00
Shelley Lockhart                    10/99            75,000            $75.00
Brent Dawes                         10/99            75,000            $75.00
Tamara Clark                        10/99            75,000            $75.00
Son T Luc                           10/99            75,000            $75.00
Kent Leung                          10/99            75,000            $75.00
Kieu Chung                          10/99            75,000            $75.00
George Sainas                       10/99            75,000            $75.00
Kelly Brantner                      10/99            75,000            $75.00
Dave Tsui                           10/99            75,000            $75.00
Eileen Hayward                      10/99           100,000           $100.00
John P. Bullen                      10/99           100,000           $100.00
Demerka Ward                        11/99            75,000            $75.00


                                       6
<PAGE>


David Ginn                          11/99            75,000            $75.00
Sean Trotter                        10/99            75,000            $75.00
Chris Wong                          10/99            75,000            $75.00
Trevor Morris                       10/99            75,000            $75.00
Gerald Redman                       10/99            75,000            $75.00
Mary Doquiation                     10/99            75,000            $75.00
Elaine Luc                          10/99            75,000            $75.00
Brent Wilde                         10/99            75,000            $75.00
Mark Bailey                         10/99            75,000            $75.00
Lena Loui                           11/99            50,000            $50.00
Renee Grue                          11/99            50,000            $50.00
Tyler Cox                           11/99            50,000            $50.00
Joanne Loui                         10/99            50,000            $50.00
Nicola Hayward                      10/99           100,000           $100.00
Kelly Bellman                       11/99            50,000            $50.00
Glen McNaughton                     11/99            50,000            $50,00
Donna Loui                          11/99           150,000           $150.00
Paul Hayward                        11/99           160,000        $16,000.00


         All sales were pursuant to a Private Placement Memorandum that provided
full disclosure. All sales were to acquaintances of management, and their
friends. All sales were to persons who live outside the United States. There was
no underwriter on the sales of any of the securities, and no commissions were
paid on any of the sales.


         The registrant believes that all transactions were transactions not
involving any public offering within the meaning of Section 4(2) of the
Securities Act of 1933, since (a) each of the transactions involved the offering
of such securities to a substantially limited number of persons; (b) each person
took the securities as an investment for his own account and not with a view to
distribution; (c) each person had access to information equivalent to that which
would be included in a registration statement on the applicable form under the
Act; (d) each person had knowledge and experience in business and financial
matters to understand the merits and risk of the investment; therefore no
registration statement need be in effect prior to such issuances.


ITEM 11. DESCRIPTION OF SECURITIES

         The company has authorized 80,000,000 shares of common stock, $.0001
par value, and 20,000,000 preferred stock, $.0001 par value. Each holder of
common stock has one vote per share on all matters voted upon by the
shareholders. Such voting rights are noncumulative so that shareholders holding
more than 50% of the outstanding shares of common stock are able to elect all
members of the Board of Directors. There are no preemptive rights or other
rights of subscription.


                                       7
<PAGE>


         Each share of common stock is entitled to participate equally in
dividends as and when declared by the Board of Directors of the company out of
funds legally available, and is entitled to participate equally in the
distribution of assets in the event of liquidation. All shares, when issued and
fully paid, are nonassessable and are not subject to redemption or conversion
and have no conversion rights.

         The preferred shares have not been designated any preferences.

         Risk Factor - Penny Stock Regulation. Broker-dealer practices in
connection with transactions in "penny stocks" are regulated by certain penny
stock rules adopted by the Securities and Exchange Commission. Penny stock
generally are equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on the
Nasdaq system, provided that current price and volume information with respect
to transactions in such securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document that provides information about penny stocks and the risks
in the penny stock market. The broker-dealer must also provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the customer's
account. In addition, the penny stock rules generally require that prior to a
transaction in a penny stock the broker-dealer make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser's written agreement to the transaction. These
disclosure requirements may have the effect of reducing the level of trading
activity in the secondary market for a stock that becomes subject to the penny
stock rules. If the Company's securities become subject to the penny stock
rules, investors in this offering may find it more difficult to sell their
securities.


ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Delaware Statutes, contain an extensive indemnification provision which
requires mandatory indemnification by a corporation of any officer, director and
affiliated person who was or is a party, or who is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was a member, director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a member, director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys' fees, and
against judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted,
or failed to act, in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to


                                       8
<PAGE>


believe his conduct was unlawful. In some instances a court must approve such
indemnification.


ITEM 13. FINANCIAL STATEMENTS

         Please see the attached Financial Statements.


ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

         None.


ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS

         (a) Please see the attached Financial Statements

         (b) Exhibits:

                3. Articles of Incorporation and bylaws


                10.1 Lease

                10.2 Conditions of Listing



                                       9
<PAGE>


                                   SIGNATURES



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



Date: 4/20/00                      24 Hour Auction, Inc.




                                   /s/ Nazir Maherali
                                   ---------------------------------------------
                                   Nazir Maherali, President, Secretary Director


                                   /s/ Kali Palmer
                                   ---------------------------------------------
                                   Kali Palmer, Director


                                       10
<PAGE>


                               24 HR AUCTION INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        CONSOLIDATED FINANCIAL STATEMENTS





                                FEBRUARY 29, 2000












                              WILLIAMS & WEBSTER PS
                          CERTIFIED PUBLIC ACCOUNTANTS
                            SEAFIRST FINANCIAL CENTER
                           W 601 RIVERSIDE, SUITE 1940
                                SPOKANE, WA 99201
                                 (509) 838-5111

<PAGE>


                               24 HR AUCTION INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                TABLE OF CONTENTS



INDEPENDENT ACCOUNTANT'S REVIEW REPORT                                  1

FINANCIAL STATEMENTS

         Consolidated Balance Sheets                                    2

         Consolidated Statements of Operations                          3

         Consolidated Statement of Stockholders' Equity                 4

         Consolidated Statements of Cash Flows                          5

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                          6

<PAGE>



Board of Directors
24 Hr Auction, Inc.
2009 Iron Street
Bellingham, WA

                     Independent Accountant's Review Report


We have reviewed the accompanying consolidated balance sheet of 24 Hour Auction,
Inc. (a development stage company) as of February 29, 2000 and the related
consolidated statements of operations, stockholders' equity and cash flows for
the three months ended February 29, 2000, and for the period from September 21,
1999 (inception) to February 29, 2000. These financial statements are the
responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures applied to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.

The financial statements for the period ended November 30, 1999 were audited by
us and we expressed an unqualified opinion on them in our report dated December
30, 1999, but we have not performed any auditing procedures since that date.

As discussed in Note 2, the Company has been in the development stage since its
inception on September 21, 1999. Realization of a major portion of the assets is
dependent upon the Company's ability to meet its future financing requirements,
and the success of future operations. These factors raise substantial doubt
about the Company's ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.



Williams & Webster, P.S.
CERTIFIED PUBLIC ACCOUNTANTS
Spokane, WA
April 4, 2000


<PAGE>


                               24 HR AUCTION INC.
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                            February 29,
                                                                2000         November 30,
                                                            (Unaudited)          1999
                                                            ------------     ------------
<S>                                                         <C>              <C>
ASSETS

      CURRENT ASSETS
          Cash                                              $      9,790     $     19,426
                                                            ------------     ------------
               TOTAL CURRENT ASSETS                                9,790           19,426
                                                            ------------     ------------

      PROPERTY PLANT AND EQUIPMENT
          Web site costs                                           2,998               --
          Less: accumulated depreciation                            (221)              --
                                                            ------------     ------------
               TOTAL PROPERTY PLANT AND EQUIPMENT                  2,777               --
                                                            ------------     ------------

          TOTAL ASSETS                                      $     12,567     $     19,426
                                                            ============     ============

LIABILITIES & STOCKHOLDERS' EQUITY

      CURRENT LIABILITIES
          Accounts payable                                  $      2,229
          Related party payables                                   1,250     $        500
                                                            ------------     ------------
               TOTAL CURRENT LIABILITIES                           3,479              500
                                                            ------------     ------------

      COMMITMENTS AND CONTINGENCIES                                   --               --
                                                            ------------     ------------

      STOCKHOLDERS' EQUITY
          Preferred stock, 20,000,000 shares authorized,
               $.0001 par value; 0 shares issued                      --               --
          Common stock, 80,000,000 shares authorized,
               $.0001 par value; 3,660,000 shares
               issued and outstanding                                366              366
          Additional paid-in capital                              19,134           19,134
          Deficit accumulated during development stage           (10,412)            (574)
                                                            ------------     ------------
          TOTAL STOCKHOLDERS' EQUITY                               9,088           18,926
                                                            ------------     ------------

          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $     12,567     $     19,426
                                                            ============     ============
</TABLE>


           See accountant's review report and the accompanying notes.



                                        2
<PAGE>


                               24 HR AUCTION INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                                      September 21, 1999
                                                                 September 21, 1999       (Inception)
                                            Three Months Ended       (Inception)            Through
                                             February 29, 2000         Through        February 29, 2000
                                                (Unaudited)       November 30, 1999       (Unaudited)
                                            ------------------    -----------------   ------------------
<S>                                          <C>                  <C>                  <C>
REVENUES                                     $             --     $             --     $             --
                                             ----------------     ----------------     ----------------

OPERATING EXPENSES
      Lease expense                                       750                  500                1,250
      Fees                                                362                   --                  362
      Professional expense                              8,500                   --                8,500
      Depreciation                                        221                   --                  221
      Office supplies                                       5                   74                   79
                                             ----------------     ----------------     ----------------
                                                        9,838                  574               10,412

NET LOSS                                     $         (9,838)    $           (574)    $        (10,412)
                                             ================     ================     ================


      Basic and diluted net loss
          per common share                   $            NIL     $            NIL     $            NIL
                                             ================     ================     ================

      Weighted average number of
          common stock shares outstanding           3,660,000            3,660,000            3,660,000
                                             ================     ================     ================
</TABLE>


           See accountant's review report and the accompanying notes.



                                        3
<PAGE>


                               24 HR AUCTION INC.
                          (A Development Stage Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                                                  Defecit
                                                          Common Stock                          Accumulated
                                                  ---------------------------                      During          Total
                                                     Number                      Additional     Development     Stockholders'
                                                   of Shares        Amount     Paid-in Capital      Stage          Equity
                                                  ------------   ------------  ---------------  ------------    ------------
<S>                                                  <C>         <C>            <C>             <C>             <C>
Issuance of common stock in September 1999
      for cash at an average of $.005 per share      3,660,000   $        366   $     19,134    $         --    $     19,500

Loss for period ending, November 30, 1999                   --             --             --            (574)           (574)
                                                  ------------   ------------   ------------    ------------    ------------

      Balance at November 30, 1999                   3,660,000            366         19,134            (574)         18,926

Loss for period endind February 29, 2000                    --                            --          (9,838)         (9,838)
                                                  ------------   ------------   ------------    ------------    ------------

      Balance at February 29, 2000 (Unaudited)       3,660,000   $        366   $     19,134    $    (10,412)   $      9,088
                                                  ============   ============   ============    ============    ============
</TABLE>


           See accountant's review report and the accompanying notes.



                                        4
<PAGE>



                               24 HR AUCTION INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                            September 21, 1999
                                                                       September 21, 1999      (Inception)
                                                  Three Months Ended      (Inception)            Through
                                                  February 29, 2000         Through          February 29, 2000
                                                     (Unaudited)       November 30, 1999        (Unaudited)
                                                  ------------------   -----------------    ------------------
<S>                                                <C>                  <C>                  <C>
Cash flows from operating activities:
      Net loss                                     $         (9,838)    $           (574)    $        (10,412)
      Depreciation                                              221                   --                  221
      Increase in accrued payable                             2,979                  500                3,479
                                                   ----------------     ----------------     ----------------
      Net cash used in operating activities                  (6,638)                 (74)              (6,712)
                                                   ----------------     ----------------     ----------------

Cash flows from investing activities:
      Purchase of web site                                   (2,998)                  --               (2,998)
                                                   ----------------     ----------------     ----------------
      Net cash used in investing activities                  (2,998)                  --               (2,998)
                                                   ----------------     ----------------     ----------------


Cash flows from financing activities:
      Issuance of stock                                          --               19,500               19,500
                                                   ----------------     ----------------     ----------------
      Net cash provided by financing activities                  --               19,500               19,500
                                                   ----------------     ----------------     ----------------

Net increase in cash                                         (9,636)              19,426                9,790


Cash, beginning of period                                    19,426                   --                   --
                                                   ----------------     ----------------     ----------------

Cash, end of period                                $          9,790     $         19,426     $          9,790
                                                   ================     ================     ================

SUPPLEMENTAL DISCLOSURES:
      Cash paid for interest and income taxes:
          Interest                                 $             --     $             --     $             --
                                                   ================     ================     ================
          Income taxes                             $             --     $             --     $             --
                                                   ================     ================     ================
</TABLE>


           See accountant's review report and the accompanying notes.



                                        5
<PAGE>



                               24 HR AUCTION INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
                                FEBRUARY 29, 2000



NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS


24 Hour Auction Inc. (herein after "the Company"), was incorporated in
September, 1999 under the laws of the State of Delaware primarily for the
purpose of auctioning goods and services via the Internet. As of February 29,
2000, the Company's principal office is located Bellingham, Washington. In
November 1999, the Company formed its subsidiary, Bidmonkey.com. Bidmonkey.com
is expected to auction goods and services that are geographically targeted.

24 Hour Auction, Inc. and Bidmonkey.com were in the development stage and at
February 29, 2000 had not realized any significant revenues from its planned
operations.

The Company serves as a holding company for its subsidiary's operations.
References herein to the Company include the Company and it subsidiary, unless
the context otherwise requires.

The Company's fiscal year end is August 31.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of 24 HR Auction Inc. is
presented to assist in understanding the Company's financial statements. The
financial statements and notes are representations of the Company's management
which is responsible for their integrity and objectivity. These accounting
policies conform to generally accepted accounting principles and have been
consistently applied in the preparation of the financial statements.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
its subsidiaries. All significant intercompany transactions and balances have
been eliminated in consolidation.

Use of Estimates

The process of preparing financial statements in conformity with generally
accepted accounting principles requires the use of estimates and assumptions
regarding certain types of assets, liabilities, revenues, and expenses. Such
estimates primarily relate to unsettled transactions and events as of the date
of the financial statements. Accordingly, upon settlement, actual results may
differ from estimated amounts.


Development Stage Activities


The Company has been in the development stage since its formation on September
21, 1999. It is primarily engaged in auctioning goods and services.



                                       6
<PAGE>



                               24 HR AUCTION INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
                                FEBRUARY 29, 2000


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Going Concern

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.


As shown in the accompanying financial statements, the Company has generated no
revenues since inception. The Company recorded a loss of $9,838 for the quarter
ending February 29, 2000 and an accumulated deficit of $10,412. The Company,
being a developmental stage enterprise, is currently putting technology in place
which will, if successful, mitigate these factors which raise substantial doubt
about the Company's ability to continue as a going concern. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded assets, or the amounts and classification of
liabilities that might be necessary in the event the Company cannot continue in
existence.

Management has established plans designed to increase the sales of the Company's
products and services. Management intends to seek new capital from new equity
securities issuances that will provide funds needed to increase liquidity, fund
internal growth and fully implement its business plan.


Accounting Method

The Company's financial statements are prepared using the accrual method of
accounting.


Basic and Diluted  Loss Per Share

Loss per share was computed by dividing the net loss by the weighted average
number of shares outstanding during the period. The weighted average number of
shares was calculated by taking the number of shares outstanding and weighting
them by the amount of time that they were outstanding. Diluted net loss per
share is the same as basic net loss per share as there are no common stock
equivalents to be included in the calculation.


Income Taxes

No provision for taxes or tax benefit has been reported in the financial
statements, as there is not a measurable means of assessing future profits or
losses.


                                       7
<PAGE>



                               24 HR AUCTION INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
                                FEBRUARY 29, 2000


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Year 2000

The Company, like other firms, could be adversely affected if the computer
systems used by it, its suppliers or customers do not properly process and
calculate date-related information and data from the period surrounding and
including January 1, 2000. This is commonly known as the "Year 2000" issue.
Additionally, this issue could impact non-computer systems and devices such as
production equipment.


The Company has not purchased any software or hardware. When the Company does
purchase software and hardware it will determine at that time if there could be
any adverse effects to the Company's operations regarding Year 2000 issues.
Management also believes that Year 2000 issues should not adversely affect the
ability of its clients and customers to conduct business with the Company and as
of February 29, 2000 the Company has not experienced any significant problems.
Any costs associated with Year 2000 compliance will be expensed when incurred.



NOTE 3 - PROPERTY AND EQUIPMENT


The Company has capitalized the costs to build its web site and is depreciating
those costs over three years. In the future the company will determine
impairment of those assets by comparing the estimated undiscounted future cash
flows to their respective carrying amounts.


NOTE 4 - RELATED PARTY TRANSACTIONS

The Company is the lessor of office space and computers under an operating lease
for $250 a month expiring in September 2000. The space and computers are leased
from a related party. Lease expense for the year ending August 30, 2000 will be
$2,000. At February 29, 2000, $1,250 in rent expense was unpaid and accrued as
related party payables.


NOTE 5 - COMMON STOCK

Upon incorporation, the Company authorized the issuance of 20,000,000 shares of
preferred stock at a par value of $0.0001 per share, of which there are no
shares outstanding.

Upon incorporation, the Company authorized the issuance of 80,000,000 shares of
common stock at a par value of $0.0001 per share, of which 3,660,000 shares are
outstanding under



                                       8
<PAGE>



                               24 HR AUCTION INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
                                FEBRUARY 29, 2000


NOTE 5--COMMON STOCK  (CONTINUED)

Regulation D, Rule 504. Holders of shares of common stock are entitled to one
vote for each share on all matters to be voted on by the stockholders, but have
no cumulative voting rights. Holders of shares of common stock are entitled to
share ratably in dividends, if any, as may be declared by the Board of Directors
in its discretion, from funds legally available. The Company has not authorized
any convertible stock, warrants or options as of February 29, 2000.



                                       9



<TO COME>




                                                                    EXHIBIT 10.1


APUS CAPITAL CORP
Suite 700 - 525 Seymour St
Vancouver B.C
Tel 604-684-6500
Fax 604-684-6501
E MAIL [email protected]

TO: 24 HR AUCTION INC

FROM: APUS CAPITAL CORP
      2009, IRON STREET
      BELLINGHAM, WA
      98225

TERM: The term shall be for ONE year, commencing OCTOBER, 1 1999 and terminating
SEPTEMBER 30, 2000.

GROSS RENT: The tenant shall pay the landlord in advance on the first of each
month payments in the amount of $ 250.00 for the use of the office space and
computers.

ACCEPTANCE: Agreed and accepted for and on behalf of

24 HR AUCTION INC


Per-----------------------

Title---------------------

Date--------------------


APUS CAPITAL CORP

Per----------------------

Title--------------------

Date--------------------





                                                                    EXHIBIT 10.2


BID MONKEY
TERMS AND CONDITIONS By using the Internet liquidation auction service, you
agree to follow the above guidelines. In addition, you agree to the following
Terms and Conditions: Bidmonkey.com is merely an a venue for on line liquidation
auctions and does not act as a guarantor regarding the price or completion of
such transactions on its site. Adult themed or Pornographic listings are
STRICTLY PROHIBITED.

     * The use of private user information, other than as expressly permitted by
     these Terms and Conditions is strictly prohibited.
     * Bidmonkey.com is not responsible for damage or loss caused by errors in
     the system or the Internet. The system may be unavailable unexpectedly as a
     result of errors or circumstances beyond our control. Use Bidmonkey.com at
     your own risk.
     * Bidmonkey.com disclaims any implied warranty of merchantability or
     fitness for a particular purpose.
     * In no event shall Bidmonkey.com's total liability to you for all damages,
     losses, and causes of action (whether in contract, tort including, but not
     limited to, negligence), or otherwise exceed the amount paid by you to
     Bidmonkey.com, if any, that is related to the cause of action.
     * By bidding on an item at auction you demonstrate your intention and
     ability to purchase that item. Not buying the item after the auction closes
     may be legally actionable by the seller and/or cause suspension or
     termination of your account.
     * Bidmonkey.com cannot guarantee that we will notice or prevent users from
     registering with false demographic information.
     * Users agree to refrain from sending unsolicited commercial e-mail to
     other users.
     * Bidmonkey.com users may use available information about each other only
     to the extent necessary to facilitate Bidmonkey.com related transactions.
     * Bidmonkey.com will not remove or edit listings once they are entered into
     the service, except to comply or to end auctions with other terms in this
     agreement. Bidmonkey.com does, however, reserve the right to move listings
     from one category to another or to end auctions as appropriate, in its sole
     discretion.
     * Bidmonkey.com cannot guarantee that sellers will complete the sale of an
     item, or that buyers will go through with the purchase of an item; all risk
     is taken by the individual buyers and sellers. This includes but is not
     limited to risks associated with dealing with foreign nationals, underage
     persons, or persons acting under false pretense.
     * All parties agree not to circumvent, nor attempt to circumvent,
     Bidmonkey.com (i.e. complete a sale without paying commissions) in any
     listed auction transaction, for a period of 180 days (six months) from the
     date of the close of an auction. This shall apply to any and all
     transactions entered into by the parties and their principles, including
     sales of like or similar items to bidders who were not the high bidder, in
     a negotiated sale outside of the auction system. This includes each and
     every future transaction(s) for which contract and/or negotiations were
     made or initiated during the auction period. This agreement binds all
     parties, their employees, associates, agents, attorneys, accountants,
     assignees, heirs, transferees, and designees. In the event such sale(s)
     take place the seller will be liable for any and all commission due, plus
     the cost or expense of collection by Bidmonkey.com for the recovery
     thereof.
     * Bidmonkey.com cannot guarantee preservation of records, and may expire
     information without notice, at its sole discretion.
     * Sellers assume all risk and liability arising from their offer for sale
     of any item. Users agree to indemnify and hold Bidmonkey.com harmless with
     regard to loss or damage experienced through use of this service.
     * Bidmonkey.com disclaims any warranties expressed or implied on goods or
     services listed on its web site.
     * You expressly agree that exclusive jurisdiction for any claim or dispute
     resides in the courts of the State of Delaware. You further agree and
     expressly consent to the exercise of personal jurisdiction in the State of
     Delaware in connection with any dispute or claim involving Bidmonkey.com.
     * Bidmonkey.com is run as a service for the Internet business community and
     cannot take responsibility for the condition or quality of the items
     presented within its pages.
     * Bidmonkey.com cannot guarantee that we will notice or prevent any
     inappropriate use of the system.

<PAGE>


     * Bidmonkey.com reserves the right to refuse service to anyone at any time.
     * Payment terms are to be agreed upon between seller and buyer.
     Bidmonkey.com is not involved in the transaction.
     * The laws of the state of Delaware, excluding its conflicts-of-law rules,
     govern the Auction Rules and these Terms and Conditions. As noted
     elsewhere, your conduct may be subject to other local, state, and national
     laws.
     * Bidmonkey.com and all Bidmonkey.com images are trademarks of
     Bidmonkey.com unless otherwise stated and may not be used without the prior
     written consent of Bidmonkey.com.
     * Shill bidding (or bidding in your own auction) on Bidmonkey.com is
     strictly prohibited.
     * Users must be of legal age with the ability to enter into binding
     contracts.
     * The Auction Rules and the Terms and Conditions of this Disclaimer
     supersede any prior agreements between you and Bidmonkey.com. The Auction
     Rules and the Terms and Conditions of this Disclaimer may be amended from
     time to time, by Bidmonkey.com in its sole discretion.
     * The auction of illegal items, including all counterfeit goods, are
     expressly prohibited. Bidmonkey.com will terminate the auction of any such
     items upon notification by the legitimate trademark or copyright holder and
     the Seller of such items may be subject to suspension.
     * Under no circumstances, including, but not limited to negligence, shall
     Bidmonkey.com be liable for any special or consequential damages that
     result from the use of, or the inability to use, the materials in this
     site, even if Bidmonkey.com or a Bidmonkey.com authorized representative
     has been advised of the possibility of such damages. Applicable law may not
     allow the limitation or exclusion of liability or incidental or
     consequential damages, so the above limitation or exclusion may not apply
     to you.
     * Bidmonkey.com does not assume responsibility for the content or the
     context of the listings.
     * By listing an item on Bidmonkey.com for auction, Seller agrees to pay
     Bidmonkey.com a non refundable commission fee of 1% (One Percent) based on
     the final selling price. Seller agrees that it does not purchase exclusive
     rights to a web page on the Bidmonkey.com Internet liquidation auction site
     but instead pays for a listing on a Bidmonkey.com owned web page. Seller
     acknowledges that Bidmonkey.com may, in its sole discretion, and without a
     requirement for consent by or remuneration to any Seller, place third party
     advertisements on any web page within the Bidmonkey.com site. Copyright
     1999 Bidmonkey.com, no part of this document may be copied or utilized in
     any way without the express written approval of Bidmonkey.com and/ or 24 Hr
     Auction Inc.




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