24 HOUR AUCTION INC
10SB12G/A, 2000-12-18
BUSINESS SERVICES, NEC
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                     U.S. Securities and Exchange Commission

                             Washington, D.C. 20549


                                    Form 10SB
                                  Amendment #5


              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>


                               24 HR AUCTION INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                TABLE OF CONTENTS



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>


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, though he has been spending approximately
25 hours per week on the development of the Company. 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. In addition
the Company has used consultants in the development of the business. The Company
has no other employees.

         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


                                       2
<PAGE>


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 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. This is a database
function, the parameters, the dollar amounts, may be set at any amounts and
increased or decreased accordingly.

         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 FACTORS

         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.


                                       3
<PAGE>


         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.

         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.


         Risk Factor - The market may not accept our services. The Company only
recently began the operation of its Web site. There can be no assurance that
customers will embrace our Web site and business concept or that we will be able
to enlist a sufficient number of customers. In addition, failure of the
customers to create a sufficient supply of or demand for merchandise will also
have adverse material effect on our business prospects.

         Risk Factor - We face significant competition and limited barriers to
entry. The electronic commerce market is new, rapidly evolving and intensely
competitive, and we expect competition to intensify in the future. Other
companies have extensive operating histories and contacts in the bulk discount
merchandise industry, as well as revenues greatly in excess of the Company.
There is no guarantee that we can successfully compete with these entities,
especially those with greater financial, marketing, customer support, technical
and other resources than the Company.



                                       4
<PAGE>



         Risk Factor - We are dependent upon our ability to attract and retain
key personnel. Our success is dependent in large part upon our ability to
attract and retain key management and operating personnel. Qualified individuals
are in high demand and are often subject to competing offers. In the future, the
Company will need to add additional skilled personnel to facilitate business
operations. There can be no assurance that we will be able to attract and retain
the qualified personnel needed for our business. The loss of the services of one
or more members of our management group or the inability to hire additional
personnel as needed would likely have a material adverse effect on our business,
prospects, results of operations and financial condition.

         Risk Factor - We are dependent on the continued growth of online
commerce. The Company's future revenues and any future profits are substantially
dependent upon the widespread acceptance and use of the Internet and other
online services as an effective medium of commerce by businesses. Rapid growth
in the use of and interest in the Internet and other online services is a recent
occurrence, and there can be no assurance that acceptance and use will continue
to develop or that a sufficiently broad base of businesses will adopt, and
continue to use, the Internet and other online services as a medium of commerce.
Demand and market acceptance for recently introduced services and products over
the Internet are subject to a high level of uncertainty and there exist few
profitable operations in this arena.

         The Internet and other online services may not be accepted as a viable
commercial marketplace for a number of reasons, including potentially inadequate
development of the necessary network infrastructure or delayed development of
enabling technologies and performance improvements. There can be no assurance
that the infrastructure for the Internet and other online services will be able
to support the demands placed upon them in light of the significant growth in
the number of users, their frequency of use or an increase in their bandwidth
requirements. In addition, the Internet or other online services could lose
their viability due to delays in the development or adoption of new standards
and protocols required to handle increased levels of Internet or other online
service activity, or due to increased governmental regulation. Changes in, or an
insufficient availability of, telecommunications services to support the
Internet or other online services also could result in slower response times and
adversely affect usage of the Internet and other online services generally, and
the Company in particular. If use of the Internet and other online services does
not continue to grow or grows more slowly than expected, if the infrastructure
for the Internet and other online services does not effectively support growth
that may occur, or if the Internet and other online services do not become a
viable commercial marketplace, our business, prospects, financial condition and
results of operations would be materially adversely affected.



                                       5
<PAGE>



         Risk Factor - We are subject to risks associated with rapid
technological change. To remain competitive, the Company must continue to
enhance and improve the responsiveness, functionality and features of its Web
sites. The Internet and the online commerce industry are characterized by rapid
technological change, changes in user and customer requirements and preferences,
frequent new product and service introductions embodying new technologies and
the emergence of new industry standards and practices that could render our Web
sites and proprietary technology and systems obsolete. The Company's success
will depend, in part, on its ability to license leading technologies useful in
its business, enhance its existing services, develop new services and
technologies that address the increasingly sophisticated and varied needs of its
prospective customers, and respond to technological advances and emerging
industry standards and practices on a cost-effective and timely basis. The
development of Web sites and other proprietary technologies entails significant
technical and business risks. There can be no assurance that we will use new
technologies effectively or successfully adapt our Web sites, proprietary
technologies or transaction-processing systems to customer requirements or
emerging industry standards. If the Company is unable, for technical, legal,
financial or other reasons, to adapt in a timely manner in response to variable
market conditions or customer requirements, its business, prospects, financial
condition and results of operations would be materially adversely affected.

         Risk Factor - We are liable for Internet content. As a publisher and
distributor of online content, the Company faces potential liability for
defamation, negligence, copyright, patent or trademark infringement and other
claims based on the nature and content of the materials that we publish or
distribute. Such claims have been brought, and sometimes successfully pressed,
against online services. Any imposition of liability could have a material
adverse effect on our reputation and business, prospects, results of operations
and financial condition.

         Risk Factor - Franchise Agreement. The Company is in the process of
completing its franchise agreement. There can be no assurance that the franchise
agreement, when completed, will qualify in the jurisdictions in which the
Company desires to make franchise agreements, or that the franchise agreement
will be acceptable to potential franchisees. The failure of the franchise
agreement to qualify, or to be acceptable to potential franchisees wold have a
material adverse effect on the results of financial operations and financial
condition of the Company.



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.


                                       6
<PAGE>


         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 1% of its sales. The
proposed franchise is for a specific geographic area, with a term of 5 years,
renewable for an additional 5 years, with no additional fee, but the royalty fee
of 1% of its sales remains. The Company has sold no franchises to date, and has
not developed its franchise agreement in definitive form.

         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, though there will be some employees when the site is operational.

         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. The office space is approximately 400 square feet, and
includes telephone, fax and secretarial services.


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
the officers and directors of the company.


                                       7
<PAGE>


                              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.


                                       8
<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
David Ginn                          11/99              75,000            $75.00


                                       9
<PAGE>


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 sale to Paul Hayward was pursuant to a Private
Placement Memorandum that applied only to him.

         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.


                                       10
<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.


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 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


                                       11
<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: December 13, 2000            24 Hour Auction, Inc.



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


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


                                       12
<PAGE>


                          INDEPENDENT AUDITOR'S REPORT






================================================================================




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

                                NOVEMBER 30, 2000
















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





================================================================================


<PAGE>


To the Board of Directors
24 Hr Auction Inc.
Bellingham, Washington


                                            ACCOUNTANT'S REVIEW REPORT


We have reviewed the accompanying consolidated balance sheet of 24 Hour Auction,
Inc. (a development stage company) as of November 30, 2000 and the related
consolidated statements of operations, stockholders' equity and cash flows for
the three months ended November 30, 2000, for the period from September 21, 1999
(inception) to November 30, 1999, and for the period from September 21, 1999
(inception) to November 30, 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 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 August 31, 2000 were audited by us
and we expressed an unqualified opinion on them in our report dated November 21,
2000, 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. Management's plans
regarding those matters are described in Note 2. 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, Washington

December 8, 2000


<PAGE>


                               24 HR AUCTION INC.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                      November 30,      August 31,
                                                                          2000             2000
                                                                      (Unaudited)
                                                                      ------------     ------------
<S>                                                                   <C>              <C>
ASSETS

      CURRENT ASSETS
            Cash                                                      $      1,442     $      3,608
            Prepaid expenses                                                 1,500               --
                                                                      ------------     ------------
                 Total Current Assets                                        2,942            3,608
                                                                      ------------     ------------

      PROPERTY PLANT AND EQUIPMENT
            Web site costs                                                   3,007            3,007
            Computer equipment                                               1,500            1,500
            Less: accumulated depreciation and amortization                 (1,201)            (876)
                                                                      ------------     ------------
                 Total Property, Plant and Equipment                         3,306            3,631
                                                                      ------------     ------------

            TOTAL ASSETS                                              $      6,248     $      7,239
                                                                      ============     ============



LIABILITIES AND STOCKHOLDERS' EQUITY

      CURRENT LIABILITIES
            Accounts payable                                          $        898     $        472
            Related party payables                                           3,000            2,750
                                                                      ------------     ------------
                 Total Current Liabilities                                   3,898            3,222
                                                                      ------------     ------------

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

      STOCKHOLDERS' EQUITY
            Preferred stock, 20,000,000 shares authorized,
                 $.0001 par value; 0 shares issued and outstanding              --               --
            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                   (17,150)         (15,483)
                                                                      ------------     ------------
                 Total Stockholders' Equity                                  2,350            4,017
                                                                      ------------     ------------

            TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $      6,248     $      7,239
                                                                      ============     ============
</TABLE>


             See accompanying notes and accountant's review report.
                                       2
<PAGE>


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

<TABLE>
<CAPTION>

                                                            For the Period   For the Period
                                                             September 21,    September 21,
                                               For the           1999            1999
                                             Three Months    (Inception)      (Inception)
                                                Ended          through          through
                                             November 30,    November 30,     November 30,
                                                 2000            1999             2000
                                             (Unaudited)                       (Unaudited)
                                            ------------     ------------     ------------

<S>                                         <C>              <C>              <C>
REVENUES                                    $         --     $         --     $         --
                                            ------------     ------------     ------------

OPERATING EXPENSES
      Lease expense                                  250              500            3,000
      Filing and transfer agent fees                 172               --            1,700
      Professional expense                            --               --            8,250
      Organizational expense                          --               --            2,000
      Web site maintenance                           132               --              132
      Depreciation                                   325               --            1,201
      General and administrative                     788               --              788
      Office supplies                                 --               74               79
                                            ------------     ------------     ------------
           Total Operating Expenses                1,667              574           17,150
                                            ------------     ------------     ------------

LOSS FROM OPERATIONS                              (1,667)            (574)         (17,150)

INCOME TAXES                                          --               --               --
                                            ------------     ------------     ------------

NET LOSS                                    $     (1,667)    $       (574)    $    (17,150)
                                            ============     ============     ============

      NET LOSS PER COMMON SHARE,
           BASIC AND DILUTED                $        nil     $        nil     $        nil
                                            ============     ============     ============

      WEIGHTED AVERAGE NUMBER
           OF COMMON SHARES OUTSTANDING,
           BASIC AND DILUTED                   3,660,000        3,660,000        3,660,000
                                            ============     ============     ============
</TABLE>


             See accompanying notes and accountant's review report.
                                       3
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                                   Deficit
                                                           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 August 31, 2000                       --                            --         (15,483)        (15,483)
                                                   ------------   ------------   ------------    ------------    ------------

       Balance, August 31, 2000                       3,660,000            366         19,134         (15,483)          4,017

Loss for the three months ended
       November 30, 2000                                     --             --             --          (1,667)         (1,667)
                                                   ------------   ------------   ------------    ------------    ------------

       Balance, November 30, 2000 (unaudited)         3,660,000   $        366   $     19,134    $    (17,150)   $      2,350
                                                   ============   ============   ============    ============    ============
</TABLE>


             See accompanying notes and accountant's review report.
                                       4
<PAGE>


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

<TABLE>
<CAPTION>
                                                                         For the Period   For the Period
                                                                          September 21,    September 21,
                                                            For the           1999            1999
                                                          Three Months    (Inception)      (Inception)
                                                             Ended          through          through
                                                          November 30,    November 30,     November 30,
                                                              2000            1999             2000
                                                          (Unaudited)                       (Unaudited)
                                                         ------------     ------------     ------------
<S>                                                      <C>              <C>              <C>

Cash flows from operating activities:
       Net loss                                          $     (1,667)    $       (574)    $    (17,150)
       Depreciation                                               325               --            1,201
       Adjustments to reconcile net loss
            to cash used in operating activities:
       Increase in prepaid expense                             (1,500)              --           (1,500)
       Increase in accounts payable                               426               --              898
       Increase in related parties payable                        250              500            3,000
                                                         ------------     ------------     ------------
            Net cash used in operating activities              (2,166)             (74)         (13,551)
                                                         ------------     ------------     ------------

Cash flows from investing activities:
       Purchase of computer equipment                              --               --           (1,500)
       Purchase of web site                                        --               --           (3,007)
                                                         ------------     ------------     ------------
            Net cash used in investing activities                  --               --           (4,507)
                                                         ------------     ------------     ------------


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

Net increase in cash                                           (2,166)          19,426            1,442


Cash, beginning of period                                       3,608               --               --
                                                         ------------     ------------     ------------

Cash, end of period                                      $      1,442     $     19,426     $      1,442
                                                         ============     ============     ============


SUPPLEMENTAL DISCLOSURES:
       Interest expense paid                             $         --     $         --     $         --
                                                         ============     ============     ============
       Income taxes paid                                 $         --     $         --     $         --
                                                         ============     ============     ============
</TABLE>


             See accompanying notes and accountant's review report.
                                       5
<PAGE>




                               24 HR AUCTION INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 2000



NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS


24 Hr 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 November 30, 2000, the
Company's principal office is located IN 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 Hr Auction Inc. and Bidmonkey.com were in the development stage and
at November 30, 2000 had not realized any significant revenues from planned
operations.

The Company serves as a holding company for its subsidiary's operations. The
subsidiary is not considered a franchise although the Company plans to franchise
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 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.

Accounting Method

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

Interim Financial Statements

The interim financial statements as of November 30, 2000 and for the three
months ended November 30, 2000, included herein, have been prepared for the
Company without audit. They reflect all adjustments, which are, in the opinion
of management, necessary to present fairly the results of operations for these
periods. All such adjustments are normal recurring adjustments. The results of
operations for the periods presented are not necessarily indicative of the
results to be expected for the full fiscal year.

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



                                       6
<PAGE>



                               24 HR AUCTION INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 2000



NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Use of Estimates (continued)

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 via the
internet.

Principles of Consolidation

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

Cash and Cash Equivalents

For purposes of the Statement of Cash Flows, the Company considers all
short-term debt securities purchased with an original maturity of three months
or less to be cash equivalents.

Fair Value of Financial Instruments

The carrying amounts for cash and payables approximate their fair value.

Concentration of Risk

The Company maintains its cash accounts in one commercial bank in Vancouver,
British Columbia, Canada. The Company's cash account is a business checking
account maintained in U.S. dollars, which totaled $1,442 as of November 30,
2000. This account is not insured.

Derivative Instruments

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This standard establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It requires
that an entity recognize all derivatives as either assets or liabilities in the
consolidated balance sheet and measure those instruments at fair value.

At November 30, 2000, the Company has not engaged in any transactions that would
be considered derivative instruments or hedging activities.

Impaired Asset Policy

In March 1995, the Financial Accounting Standards Board ISSUED STATEMENT SFAS
NO. 121 titled "Accounting for Impairment of Long-lived Assets." In complying
with this standard, the Company reviews its long-lived assets quarterly to
determine if any events or changes in circumstances have transpired which
indicate that the carrying value of its assets may not be recoverable. The
Company does not believe any adjustments are needed to the carrying value of its
assets at November 30, 2000.



                                       7
<PAGE>



                               24 HR AUCTION INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 2000



NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Revenue Recognition

Revenues and cost of revenues are recognized when services and products are
furnished or delivered. At November 30, 2000, no revenues were realized or
recognized by the Company or its subsidiary.

Franchise Revenue

Revenue from sales of individual franchises will be recognized, net of an
allowance for uncollectible amounts, when substantially all significant services
to be provided by the Company have been performed. For the three months ended
November 30, 2000, the Company did not realize or recognize any revenues from
franchise activities.

Compensated Absences

As the Company is still in the development stage, it currently does not have a
policy regarding accruals of compensated absences. The Company intends to
expense these costs as incurred.

Organization Expenses

The Company has recognized and expensed $2,000 in organizational expenses for
the period ended August 31, 2000 AND $0 for the three months ended November 30,
2000.

Income Taxes

At November 30, 2000, the Company had a net operating loss of approximately
$17,000 since its inception in September 1999. 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.

Basic and Diluted Loss Per Share

Net 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. Basic and diluted loss
per share were the same, as there were no common stock equivalents outstanding.

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 and an accumulated deficit
of $17,150 for the period from September 21, 1999 (inception) to November 30,
2000. The Company, being a developmental stage enterprise, is currently putting
technology in place which will, if successful,



                                       8
<PAGE>



                               24 HR AUCTION INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 2000




NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Going Concern (continued)


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.


NOTE 3 - PREPAID EXPENSE

As of November 30, 2000, the Company has $1,500 of prepaid expenses. This
represents the amount prepaid for future accounting services.


NOTE 4 - PROPERTY AND EQUIPMENT

The Company has capitalized the costs to build its web site and is depreciating
those costs over three years using the straight-line method. In addition, the
Company purchased computer equipment which will BE depreciated over five years
using the straight-line method. In the future the Company will review those
assets for impairment on a quarterly basis by comparing the estimated
undiscounted future cash flows to their respective carrying amounts.

Depreciation expense for the three months ended November 30, 2000 was $325.


NOTE 5 - RELATED PARTY TRANSACTIONS

The Company is the lessor of office space and computers under an operating lease
for $250 per month expiring in September 2000. The space and computers are
leased from a related party. At November 30, 2000, $3,000 in rent expense was
unpaid and accrued as related party payable.


NOTE 6--COMMON AND PREFERRED 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. The preferred shares have not been designated any
preferences.



                                       9
<PAGE>



                               24 HR AUCTION INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 2000


NOTE 6--COMMON AND PREFERRED STOCK (CONTINUED)

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 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, options or dividends
as of November 30, 2000.



                                       10



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