SENECA ACQUISITION CORP
10SB12G, EX-23, 2000-10-26
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                    SENECA ACQUISITION CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)

                         FINANCIAL STATEMENTS

            FOR THE PERIOD FROM JUNE 30, 2000 (INCEPTION)
                          TO AUGUST 31, 2000


                    SENECA ACQUISITION CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)

                    INDEX TO FINANCIAL STATEMENTS


                                                                     Page

Independent Auditors' Report                                           1

Financial Statements:

Balance Sheets - August 31, 2000                                       2

Statement of Operations -
  For the Period from June 30, 2000 (Inception) to August 31, 2000     3

Statement of Changes in Stockholders' Equity -
  For the Period from June 30, 2000 (Inception) to August 31, 2000     4

Statement of Cash Flows
  For the Period Ended June 30, 2000 (Inception) to August 31, 2000    5

Notes to Financial Statements                                          6


To the Board of Directors of:
Seneca Acquisition Corporation
Bartlesville, Oklahoma

                     INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying balance sheet of Seneca Acquisition
Corporation (a development stage company) as of August 31, 2000, and
the related statements of operations, changes in stockholder's
equity and cash flows for the period from June 30, 2000 (inception),
to August 31, 2000.  These financial statements are the
responsibility of the Company's management.  Our responsibility is
to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present
fairly in all material respects, the financial position of Seneca
Acquisition Corporation (a development stage company) as of August
31, 2000, and the results of its operations and its cash flows for
the period from June 30, 2000 (inception), to August 31, 2000, in
conformity with generally accepted accounting principles.


                       /s/  Magee, Rausch & Shelton, L.L.P.

September 18, 2000


                    SENECA ACQUISITION CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)

                            BALANCE SHEET

                        AS OF AUGUST 31, 2000

                                ASSETS

Cash                                                           $  500

     Total Assets                                              $  500


                 LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities                                                    $    0

Stockholder's Equity:

     Common Stock, $.001 par value, 100 million shares
       authorized, 500,000 issued and outstanding                 500

       Total Stockholder's Equity                                 500

       Total Liabilities and Stockholder's Equity              $  500

           See accompanying notes to financial statements.


                    SENECA ACQUISITION CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)

                       STATEMENT OF OPERATIONS

   FOR THE PERIOD FROM JUNE 30, 2000 (INCEPTION) TO AUGUST 31, 2000


     Income                                           $        0

     Expenses                                         $        0
                                                        ________

          Total Income                                $        0

           See accompanying notes to financial statements.


                    SENECA ACQUISITION CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)

             STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY

   FOR THE PERIOD FROM JUNE 30, 2000 (INCEPTION) TO AUGUST 31, 2000

                                Common
                                Shares        Common
                              Outstanding      Stock         Total

Common stock issuance           500,000      $    500      $     500

Balance at August 31, 2000      500,000      $    500      $     500

           See accompanying notes to financial statements.


                    SENECA ACQUISITION CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)

                       STATEMENT OF CASH FLOWS

   FOR THE PERIOD FROM JUNE 30, 2000 (INCEPTION) TO AUGUST 31, 2000


CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                                     $     0

 Plus adjustments to reconcile net income to net cash flows from
 operating activities:

  Net cash provided by (used in) operating activities                0

CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from issuance of common stock                            500

  Net cash provided by financing activities                        500

NET INCREASE IN CASH AND CASH EQUIVALENTS:                         500

CASH AND CASH EQUIVALENTS, beginning of period                       0

CASH AND CASH EQUIVALENTS, end of period                    $      500

           See accompanying notes to financial statements.


                    SENECA ACQUISITION CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO FINANCIAL STATEMENTS

   FOR THE PERIOD FROM JUNE 30, 2000 (INCEPTION) TO AUGUST 31, 2000


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Business Operations:

Seneca Acquisition Corporation incorporated in Nevada on June 30,
2000, to serve as a vehicle to effect a merger, exchange of capital
stock, asset acquisition or other business combination with a
domestic or foreign private business.  At August 31, 2000, the
Company had not yet commenced any formal business operations, and
all activity to date relates to the Company's formation and proposed
fund raising.  The Company's fiscal year end is December 31.  The
Company is a Development Stage Company which uses the accrual basis
of accounting.

The Company's ability to commence operations is contingent upon its
abilities to identify a prospective target business and raise
capital it will require through the issuance of equity securities,
debt securities, bank borrowings or a combination thereof.

Use of Estimates:

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

Cash and cash equivalents:

For purposes of the statement of cash flows, the Company considers
all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents.

STOCKHOLDER'S EQUITY:

Common Stock:

The Company is authorized to issue 100,000,000 shares of common
stock at $.001 par value.  The Company issued 500,000 shares of its
common stock for an aggregate consideration of $500.


                              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.



                    SENECA ACQUISITION CORPORATION

                   By:  /s/  Kevin McBride
                        Kevin McBride, President


            Date:           14 August 2000



EXHIBIT 23.1


          CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT


We hereby consent to the use in the Form 10-SB Registration
Statement, of Seneca Acquisition Corporation our report as of August
31, 2000, and for the periods from June 30, 2000 (inception), to
August 31, 2000, relating to the financial statements of Seneca
Acquisition Corporation which appear in such Form 10-SB.

                     MAGEE, RAUSCH & SHELTON, L.L.P.

                By:  /s/ Magee, Rausch & Shelton, L.L.P.



Tulsa, Oklahoma
Date: 9-18-00




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