Protalex, Inc.
                      (A Company in the development stage)

                                 BALANCE SHEET
                                  (Unaudited)

                               February 29, 2000

ASSETS

CURRENT ASSETS
  Cash .........................................................      $  51,834
                                                                      ---------
     Total current assets ......................................         51,834

EQUIPMENT

  Computer equipment ...........................................         29,221
  Lab equipment ................................................         12,723
  Office equipment .............................................          3,167
                                                                      ---------
                                                                         45,111
  Less accumulated depreciation ................................         (1,541)
                                                                      ---------

     Net equipment .............................................         43,570

OTHER ASSETS
   Note receivable .............................................        118,547
   Interest receivable .........................................          5,164
   Intellectual technology license
     (stated net of accumulated amortization of $338) ..........         19,962
                                                                      ---------

                                                                        143,673
                                                                      ---------

                                                                      $ 239,077
                                                                      =========

LIABILITIES

CURRENT LIABILITES
  Professional fees payable ....................................      $  16,367
  Interest payable .............................................         16,054
  Related party advance and license fee payable ................         40,000
  Payroll withholding ..........................................          1,391
                                                                      ---------

     Total current liabilities .................................         73,812

LONG TERM LIABILITIES
  Note payable to individual ...................................        368,546
                                                                      ---------

     Total liabilities .........................................        442,358

STOCKHOLDERS' DEFICIT

Common stock, no par value,
  authorized 40,000,000 shares, issued
  and outstanding 9,441,991 shares .............................        309,247
Common stock, contra ...........................................       (368,547)
Deficit accumulated during the
  development stage ............................................       (143,981)
                                                                      ---------

                                                                       (203,281)
                                                                      ---------

                                                                      $ 239,077
                                                                      =========


                                 Protalex, Inc.
                      (A Company in the development stage)

                            Statements of Operations
                                  (Unaudited)

         From Inception (September 17, 1999) through February 29, 2000


                                           Three                    Inception
                                        Months Ended  Period Ended   Through
                                        February 29,  February 29,  February 29,
                                           2000          2000          2000
                                         ---------     ---------     ---------

Revenue
  Interest ...........................   $   2,667     $   5,164     $   5,164

Expenses

  Salaries ...........................      12,331        19,397        19,397
  Professional fees ..................       9,301        52,163        52,163
  Interest ...........................       8,292        16,054        16,054
  Administrative .....................      13,384        16,489        16,489
  Development ........................      37,289        41,001        41,001
  Payroll taxes ......................       1,375         2,162         2,162
  Depreciation and amortization ......       1,795         1,879         1,879
                                         ---------     ---------     ---------

NET LOSS .............................   $ (81,100)    $(143,981)    $(143,981)
                                         =========     =========     =========

  Loss per common share ..............   $    (.01)    $    (.02)    $    (.02)
                                         =========     =========     =========


                                 Protalex, Inc.
                      (A Company in the development stage)

                            Statements of Cash Flows
                                  (Unaudited)

From Inception (September 17, 1999) through February 29, 2000


                                                                     Inception
                                                        Period        Through
                                                      February 29,  February 29,
                                                         2000          2000
                                                       ---------     ---------

Cash flow from operating activities
Net loss ...........................................   $(143,981)    $(143,981)
  Adjustments to reconcile net loss to
    cash used by operating activities
  Depreciation and amortization ....................       1,879         1,879
 (Increase) in interest receivable .................      (5,164)       (5,164)
  Increase in payroll withholding ..................       1,391         1,391
  Increase in interest payable .....................      16,054        16,054
  Increase in professional fees payable ............      16,367        16,367
  Increase in related party advance and
    license fee payable ............................      40,000        40,000
                                                       ---------     ---------
     Net cash used by operating activities .........     (73,454)      (73,454)
                                                       ---------     ---------

Cash flows from investing activities
  Acquisition of intellectual technology
    License-fee portion ............................     (20,000)      (20,000)
  Excess of amounts paid for Public Shell
    over assets acquired to be accounted
    for as a recapitalization ......................    (250,000)     (250,000)
  Note receivable from individual ..................    (118,547)     (118,547)
  Issuance of note payable to individual ...........     368,546       368,546
  Acquisition of equipment .........................     (45,111)      (45,111)
                                                       ---------     ---------

     Net cash used in investing activities .........     (65,112)      (65,112)
                                                       ---------     ---------

Cash flows from financing activities
  Proceeds from stock issuance .....................     190,400       190,400
                                                       ---------     ---------

     Net cash provided by financing activities .....     190,400       190,400
                                                       ---------     ---------

     NET INCREASE IN CASH ..........................      51,834        51,834

Cash, beginning of period ..........................           0             0
                                                       ---------     ---------

Cash, end of period ................................   $  51,834     $  51,834
                                                       =========     =========


                                 Protalex, Inc.
                      (A Company in the development stage)

                         NOTES TO FINANCIAL STATEMENTS
                                  (Unaudited)


1. NOTES TO INTERIM  FINANCIAL STATEMENTS


The interim  financial data is unaudited,  however in the opinion of management,
the interim  data  includes  all  adjustments,  consisting  of normal  recurring
adjustments,  necessary  for a fair  statement  of the  results  for the interim
period.  The  financial  statements  included  herein have been  prepared by the
Company  pursuant to the rules and  regulations  of the  Securities and Exchange
Commission.  Certain information and footnote  disclosures  normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles have been omitted  pursuant to such rules and  regulations,  although
the Company  believes that the disclosures  included herein are adequate to make
the information presented not misleading.

The organization and business of the Company,  accounting  policies  followed by
the Company and other  information  are  contained in the notes to the Company's
financial statements filed as part of the Company's October 31, 1999 Form 10-SB.
This quarterly report should be read in conjunction with such annual report.

2. GOING CONCERN UNCERTAINTY

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles,  which contemplate continuation of the
Company as a going concern.  The Company is a development  stage  enterprise and
does not have operating revenue nor anticipate  generating operating revenue for
the  foreseeable  future.  The  ability of the  Company to  continue  as a going
concern is  dependent  initially on its ability to raise  sufficient  investment
capital to fund all necessary  operations  and product  development  activities.
Secondly,  the Company must develop  products that are  regulatory  approved and
market accepted to generate operating revenue.  There is no assurance that these
plans will be  realized in whole or in part.  The  financial  statements  do not
include  any   adjustments   that  might   result  from  the  outcome  of  these
uncertainties.

3. LOSS PER COMMON SHARE

Loss per  common  share  is  computed  by  dividing  loss  available  to  common
shareholders by the weighted average number of common shares outstanding for the
period.

4. COMPARABLES

The Company was  incorporated  on  September  17, 1999.  Therefore  there are no
comparable  prior  periods to present on the  statement of  operations  and cash
flows.