<PAGE>

--------------------------------------------------------------------------------
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
                                    FORM 10-KSB
  ANNUAL REPORT UNDER SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                                          
                        For Fiscal Year Ended June 30, 1998
                             Commission file No. 1-9925
                                          
                                  COPE, Inc.
--------------------------------------------------------------------------------
                   (Name of Small Business Issuer in its Charter)

                Delaware                               87-0427731
-------------------------------------             -----------------------
      (State or Other Jurisdiction of                (I.R.S. Employer
     Incorporation of Organization)                Identification No.)

2200 Pacific Coast Hwy. No. 301, Hermosa Beach, California          90254
----------------------------------------------------------          -----
(Address of Principal Executive Offices)                          (Zip Code)

Registrant's telephone number, including area code: (310) 376-7721

Securities registered pursuant to Section 12(b) of the Act:   None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $0.001


     Check whether the issuer (1) filed all reports to be filed by section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes      No  X 
    ---     ---

     Check if there is no disclosure on delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrants knowledge, in definitive proxy or other
information statements incorporated by reference in Part III of this Form 10-KSB
or by amendment to this Form 10-KSB  X 
                                    ---

     The revenues for the issuer's most recent fiscal year June 30, 1998 are $0.

     The aggregate market value of the issuers voting stock held by
nonaffiliates as of March 1, 1999, computed with reference to the average bid
and asked price on that date was approximately $19,647,635

     As of March 1, 1999, the issuer had 3,153,361 shares of its common stock,
par value $0.001, issued and outstanding.

                     Documents incorporated by reference:   None.



                     Page 1 of 40 consecutively numbered pages

<PAGE>

                                  TABLE OF CONTENTS
<TABLE>
<CAPTION>
Item Number and Caption                                                 Page
-----------------------                                                 -----
<S>                                                                     <C>
PART  I

1.   Description of Business                                               1    
2.   Description of Property                                               4    
3.   Legal Proceedings                                                     4    
4.   Submission of Matters to a Vote of Security Holders                   5    

PART II

5.   Market for Common Equity and Related Stockholder Matters              5    
6.   Management's Discussion and Analysis or Plan of Operation             6    
7.   Financial Statements                                                  8
8.   Changes in and Disagreements with Accountants on Accounting 
       and Financial Disclosure                                            9

PART III

9.   Directors, Executive Officers, Promoters and Control 
       Persons; Compliance with Section 16(a) of the Exchange Act          9
10.  Executive Compensation                                                10   
11.  Security Ownership of Certain Beneficial Owners and Management        12   
12.  Certain Relationships and Related Transactions                        13   
13.  Exhibits and Reports on Form 8-K                                      13
</TABLE>

                                         (i)
<PAGE>

PART 1

ITEM. 1  DESCRIPTION OF BUSINESS

GENERAL

     THIS IS AN ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED JUNE 
30, 1998. THE REPORT WAS FILED IN MARCH 1999. SUBSEQUENT TO JUNE 30, 1998, 
THE REGISTRANT UNDERWENT A CORPORATE REORGANIZATION WHICH RESULTED IN A 
COMPLETE CHANGE IN BUSINESS, MANAGEMENT AND OWNERSHIP. UNLESS OTHERWISE 
STATED, ALL INFORMATION INCLUDED IN THIS REPORT REFLECTS THE REGISTRANT, ITS 
BUSINESS, MANAGEMENT AND OWNERSHIP AS OF JUNE 30, 1998.

     This report is filed by COPE, Inc., a Delaware corporation formerly 
known as Harrier, Inc. (referred to herein as the "Company"). For several 
years prior to October 1998, the Company was engaged in the discovery, 
development and sale of selected products and technologies in the health, 
fitness and medical markets.  Since 1996, the Company's strategic focus has 
been to find a merger candidate.  The Company has considered a merger to be a 
priority due to the absence of significant sales of the Company's Bioptron 
lamps and the Company's continuing inability to obtain the additional capital 
necessary to fund its pharmaceutical research and development operations.

     Unless the context otherwise requires, the term "Company" refers to 
COPE, Inc., a Delaware corporation formerly known as Harrier, Inc., and its 
majority owned subsidiary, Glycosyn Pharmaceuticals, Inc., a Delaware 
corporation, and its equity interest in DermaRay International, LLC, a 
California limited liability company. 

COPE REORGANIZATION

     In September, 1998, the Company closed a Securities Purchase Agreement and
Plan of Reorganization ("Reorganization Agreement") with COPE AG ("COPE"), a
Swiss stock corporation engaged in the business of providing high volume
information management consulting, services and solutions to Swiss, German and
Austrian companies.  Pursuant to the Reorganization Agreement, the shareholders
of COPE became the controlling stockholders of the Company and COPE became a
wholly owned subsidiary of the Company (referred to herein as the "COPE
Reorganization").  In connection with the COPE Reorganization, the Company has
terminated its Bioptron operations and entered into an agreement with a related
party, New Capital Investment Fund ("NCIF"), to sell 2,850,000 shares of the
$.001 par value common stock ("Glycosyn Common Stock") of its subsidiary,
Glycosyn Pharmaceuticals, Inc., a Delaware corporation ("Glycosyn"), to NCIF in
exchange for NCIF's cancellation of $500,000 of indebtedness plus accrued
interest of $135,667 owed by the Company (referred to herein as the "Glycosyn
Recapitalization").  See "Glycosyn Recapitalization" below.

     The Reorganization Agreement provides that immediately prior to the closing
("Closing") of the COPE Reorganization, the Company effected the Glycosyn
Recapitalization and filed an amendment (the "Amendment") to the Company's
Certificate of Incorporation to: (i) change the name of the Company to COPE
Inc.; and (ii) reverse split the outstanding shares of Common Stock of the
Company on a one for 58 basis. At the Closing, after the foregoing was
satisfied, the Company issued 2,862,000 shares (post-split) of the Company's
$.001 par value common stock ("Harrier Common Stock"), representing 91.4% of the
issued and outstanding shares of Harrier Common Sock after giving effect to the
Closing, in exchange for the COPE shareholders' transfer of all of the issued
and outstanding capital shares of COPE to the Company.  

     An annual meeting of the stockholders of the Company took place on
September 11, 1998 at which time the COPE Reorganization and the Glycosyn
Recapitalization was approved. Additional information concerning COPE, the COPE
Reorganization and the Glycosyn Recapitalization are included in a Proxy
Statement filed with the Securities and Exchange Commission and distributed to
the shareholders of the Company.


                                         -1-
<PAGE>

Glycosyn Recapitalization

     Glycosyn is approximately a 94% owned subsidiary of the Company and was
formed to further develop and finance technologies currently owned or licensed
by the Company in a field of carbohydrate chemistry called glycosylation, which
the Company believes to have broad applications in the fields of medical
therapeutics.  Patents have been filed and issued for several pharmaceutical
compounds created through the Company's glycosylation process.  Furthermore,
newer technologies are in the "discovery" stage, meaning chemical activity has
been characterized and further development is underway to support additional
patent applications.

     The Glycosyn Recapitalization is part of a broader recapitalization of the
Company in connection with the COPE Reorganization.  COPE conditioned its
agreement to reorganize with the Company upon the Company's substantial
divestiture of all assets, liabilities and operations, including Harrier's
ownership interest in Glycosyn.  Company management considered and pursued
alternative means of satisfying COPE's demands, including the analysis of a
spin-off or sale of the Company's interest in Glycosyn.  After consideration of
the available alternatives and in the absence of any equitable offers to
purchase Glycosyn, the Company has structured the following series of
transactions (referred to herein as the "Glycosyn Recapitalization") for
purposes of satisfying COPE's demands:

          -  Prior to the close of the COPE Reorganization, Harrier transferred
all of its assets and liabilities to Glycosyn.  In connection therewith, the
principal creditors of Harrier, except NCIF, which is presently owed, will agree
to release Harrier of any further liability for their claims.  In addition, NCIF
issued a $136,830 note payable to the Company for claims not released by the
creditors.

          -  Prior to the close of the COPE Reorganization, Harrier sold to NCIF
2,850,000 shares of its 5,000,000 Glycosyn Common Stock shares in consideration
of NCIF's agreement to cancel the $500,000 of indebtedness plus accrued interest
of $135,667 owed by Harrier.  NCIF is an investment fund in which Harrier's
Chairman of the Board, Jurg Kehrli, and President, Kevin DeVito, are retained as
managers.  

     The Company's decision to sell 2,850,000 shares of Glycosyn Common Stock to
NCIF was motivated by (i) the Company's desire to retain ownership of Glycosyn
in the absence of an acceptable purchase offer and (ii) COPE's demand that
Harrier substantially divest all of its assets and liabilities.  Upon the sale
of the 2,850,000 shares of Glycosyn Common stock, Harrier's interest in Glycosyn
will be reduced to approximately 40% and, as a result, the financial condition
and results of operations of Glycosyn will not be consolidated with the
Company's subsequent to the close of the COPE Reorganization.  The Company's
reduction of its ownership interest in Glycosyn to a level which terminated the
Company's requirement to consolidate Glycosyn's financial statements has
satisfied COPE's demand for the substantial distribution of all operations and,
at the same time, allowed the Company to retain a significant ownership interest
in the subsidiary. 


                                         -2-
<PAGE>

GLYCOSYN OPERATIONS

     Glycosyn seeks to fund and manage internal research and support laboratory
staff through fee for service chemistry contracts and the sale of glycosylated
delivery systems for anti-cancer therapies. Another objective, the completion of
pre-clinical development of HAR7 and related glycosylated camptothecins, is a
work in progress. Glycosyn also seeks to advance one analog to clinical trials
(IND) within 18 months of financing and to seek out and successfully execute at
least one alliance with a major pharmaceutical company for the development of
products based upon technologies of the Company within two (2) years after the
successful completion of the initial financing. 

     NEW CONCEPT THERAPEUTICS

     Glycosyn acquired a minority equity interest in New Concept Therapeutics,
Inc., a North Carolina corporation ("NCT"), pursuant to an agreement ("NCT
Agreement") dated October 30, 1997.  NCT was formed on July 1, 1997 for the
purpose of manufacturing and distributing boron-containing pharmaceutical
products for the treatment of cancer.  NCT's products are used in connection
with boron neutron capture therapy, an experimental cancer treatment currently
under clinical trials in the United States and Europe. 

     Pursuant to the NCT Agreement, Glycosyn has agreed to purchase 23 shares of
the common stock of NCT, representing approximately 19% of the issued and
outstanding common shares of NCT, in consideration for Glycosyn's delivery of an
unsecured promissory note in the original principal amount of $250,000.  The
Note bears interest at the rate of 10% per annum.  The note balance amounted to
$85,500 at June 30, 1998, and as of October 30, 1998, Glycosyn has paid out
$207,500 to NCT under the Note.  As additional consideration for its receipt of
the Note, NCT has granted Glycosyn an option ("NCT Option") to purchase all 49
of the issued and outstanding shares of NCT at an exercise price of $7,500 per
share for a two year period.  The NCT Option is exercisable by Glycosyn subject
to its payment of the entire principal amount of the Note.  The NCT Option
provides that Glycosyn may pay for the additional underlying NCT common shares
by Glycosyn's delivery of 1,225,000 shares of Glycosyn common stock (at a rate
of $0.30 per Glycosyn share).

     The Company's intention with regard to NCT was to assist it in the
development and marketing of its boron-containing pharmaceutical products and,
in the event of the commercial success of NCT's products, acquire all of the
issued and outstanding common shares of NCT. At June 30, 1998, management
determined that, as a result of NCT's past, current and projected operating
losses, there had been a significant impairment in the carrying value of the
Company's investment in NCT. Therefore, a $250,000 unrealized loss was
recognized at June 30, 1998.


BIOPTRON LAMP

     On November 29, 1994, the Company and Naturade, Inc. ("Naturade"), a
70-year old manufacturer and supplier of health and beauty products, formed
DermaRay International Limited Liability Company ("DermaRay"). During the fiscal
years ended June 30, 1998 and 1997, the Company had earned revenues of $0 and
$48,069 from the sale of the Bioptron Lamps.  The Company and Naturade have
mutually agreed to terminate all operations.  

     Pursuant to an Asset Transfer and Plan of Liquidation and Dissolution
("Dissolution Agreement") dated June 30, 1997 between the Company, Naturade and
DermaRay, the parties agreed to terminate the DermaRay joint venture.   Under
the Dissolution Agreement, Naturade agreed to purchase the Company's 50%
interest in DermaRay and its inventory of Lamps for $175,000, payable over time.
As of October 31, 1998, the Company had received all amounts due.


                                         -3-
<PAGE>

PATENTS AND TRADEMARKS

     The Company has filed individual and continuation-in-part patents on its
modified compounds and related chemical processes since January 1990.  On
October 14, 1997, the Company received notice of allowance on its patent
entitled "Glycosylated Analogs of Camptothecin", a group of natural compounds
used for cancer treatment. This patent and several others are co-owned by the
Company and the University of Michigan because they involve technologies
developed pursuant to research agreements entered into with the University.

     There can be no assurance that the Company will be successful in obtaining
patents for its products and processes in the countries in which applications
are still pending.  Patents are difficult to obtain and only provide protection
to the holder for a specified period of time.  In addition, it may be possible
for a competitor to successfully avoid an infringement action by making changes
to the technology or method of application.  The Company believes that the
ability to obtain and enforce patents is essential to certain elements of its
business.

COMPETITION

     The Company competes in the pharmaceutical industry where many competitors
have far greater financial, scientific and management resources. Although such
companies often license products to and form strategic alliances with smaller
companies, substantial resources are required to develop and clinically test
pharmaceutical products to the point where such relationships can be
established.  Current resources are not sufficient to fully exploit the
Company's technology.  Strategic alliances or other additional resources will be
necessary to develop proprietary GLYCOSYLATED molecules outside the scope of the
Company's internal drug development efforts.

PERSONNEL

     As of June 30, 1998, the Company had four (4) employees engaged in
management, product development, marketing, and administrative functions.  In
addition, the Company retains a number of consultants for specialized services. 
Glycosyn currently employs two (2) of the four employees.

REGULATION

     Most of the Company's products are subject to extensive regulation by
federal and state agencies, and similar agencies in foreign countries with
safety standards applicable to the manufacture and marketing of such products. 
In the pharmaceutical area, the FDA must submit all clinical testing protocols
for review, and the results of testing are subject to extensive analysis.  The
FDA's approval cannot normally be obtained until a significant number of tests
have been conducted.  There are similar requirements for obtaining approval of
pharmaceuticals in most foreign countries.  There can be no assurances of the
likelihood or timing of any such approvals. The failure to receive approvals for
the Company's pharmaceutical products would prevent their sale in the applicable
jurisdictions.

ITEM 2.        DESCRIPTION OF PROPERTY

     During the fiscal year ended June 30, 1998, the Company occupied facilities
located in Hermosa Beach, California and in Cary, North Carolina.  Both
properties are leased under arrangements from third parties. 

ITEM 3.        LEGAL PROCEEDINGS

     On May 1, 1993, the Company completed a drug agreement with American
Diagnostica, Inc. ("ADI"), a private company located in Greenwich, Connecticut.
Pursuant to the agreement, ADI was required to develop and test synthetic drugs
using the Company's proprietary glycosylation processes. ADI had committed to
pay the Company $5,000 per month over 100 months and expend at least $800,000
for research and development.


                                         -4-
<PAGE>

     In June 1995, ADI informed the Company that it was unable to fund any
further obligations pursuant to the research and development portion of the drug
development agreement. The Company then terminated the related agreement for,
among other things, anticipatory repudiation. On August 24, 1995, ADI filed a
civil action for money damages alleging wrongful termination, substantial
compliance under the agreement, and that the Company was indebted to the
plaintiff for damages in an unspecified amount, plus punitive damages, attorney
fees and interest. In December 1995, Harrier moved the court for an order
compelling the plaintiff to submit the dispute to arbitration. In September
1996, the court granted the Company's motion, staying all proceedings pending
the conclusion of mandatory arbitration in California, as the parties provided
in the research and development agreement. As of the date of the consolidated
financial statements, no arbitration proceeding has been commenced by either
party. Management believes that it has meritorious circumstances, no
determination can be made as to the ultimate outcome of the litigation or as to
the necessity for any provision in the accompanying consolidated financial
statements for any liability that may result from an unfavorable outcome.  In
addition, subsequent to year-end, and in connection with the COPE
Reorganization, New Capital AG, a related party, entered into a hold harmless
agreement with COPE whereby New Capital AG would pay for claims and cost arising
out of this litigation.

ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

PART II

ITEM 5.        MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's common stock currently was traded on the Over The Counter
market, ("OTC") under the symbol "HARE".  The current symbol is "COPE".

     The following table sets forth, for the respective periods indicated, the
high and low bid prices for the common stock of the Company.  The quotations
presented reflect inter-dealer prices, without retail markup, markdown, or
commissions, and may not necessarily represent actual transactions in the common
stock of the Company.  Quotations reflect the 58 to 1 reverse stock split
described under the "COPE Reorganization."



<TABLE>
<CAPTION>

               Quarter Ended                     High Bid            Low Bid
               <S>                               <C>                 <C>
               September 30, 1996                $10.90               $7.25
               December 31, 1996                  $3.596              $3.596
               March 31, 1997                     $9.28               $7.54
               June 30, 1997                      $3.77               $3.77
               September 30, 1997                 $8.70               $6.96
               December 31, 1997                  $9.28               $9.28
               March 31, 1998                     $6.96               $6.96
               June 30, 1998                      $9.86               $9.86

</TABLE>

     On March 1, 1999, the bid and ask prices as quoted on the OTC for the
Company's common stock were $34.00 and $36.50 respectively.

     On March 1, 1999, there were approximately 372 holders of record of the
3,153,361 shares of the Company's common stock issued and outstanding.

     Since its inception, no dividends have been paid on the Company's common
stock, and the Company does not presently have retained earnings to permit the
payment of a dividend.  Although there are no restrictions on the 


                                         -5-
<PAGE>

declaration or payment of dividends set forth in the Articles of Incorporation
of the Company or any other agreement with stockholders, the Company expects
future earnings will be utilized for the development of its business. 
Therefore, the Company does not anticipate paying dividends on its common stock
in the foreseeable future.

ITEM 6.        MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

In September, 1998, the Company closed a Securities Purchase Agreement and Plan
of Reorganization ("Reorganization Agreement") with COPE AG ("COPE"), a Swiss
stock corporation engaged in the business of providing high volume information
management consulting, services and solutions to Swiss, German and Austrian
companies.  Pursuant to the Reorganization Agreement, the shareholders of COPE
became the controlling stockholders of the Company and COPE became a wholly
owned subsidiary of the Company (referred to herein as the "COPE
Reorganization").  In connection with the COPE Reorganization, the Company has
terminated its Bioptron operations and entered into an agreement with a related
party, New Capital Investment Fund ("NCIF"), to sell 2,850,000 shares of the
$.001 par value common stock ("Glycosyn Common Stock") of its subsidiary,
Glycosyn Pharmaceuticals, Inc., a Delaware corporation ("Glycosyn"), to NCIF in
exchange for NCIF's cancellation of $500,000 of indebtedness plus accrued
interest of $135,667 owed by the Company (referred to herein as the "Glycosyn
Recapitalization").
     
          -  Concurrent with the close of the COPE Reorganization, Harrier
transferred all of its assets and liabilities to Glycosyn.  In connection
therewith, the principal creditors of Harrier, except NCIF, which is presently
owed $635,667 by Harrier, agreed to release Harrier of any further liability for
their claims.

          -  Concurrent with the close of the COPE Reorganization, Harrier sold
to NCIF 2,850,000 shares of its 5,000,000 Glycosyn Common Stock in consideration
of NCIF's agreement to cancel the $635,667 of indebtedness owed by Harrier.  See
Part I, Item 1 "Description of Business - COPE Reorganization" and "-Glycosyn
Recapitalization." 

     This report contains various forward-looking statements that are based on
the Company's beliefs as well as assumptions made by and information currently
available to the Company.  When used in this registration statement, the words
"believe," "expect," "anticipate," "estimate" and similar expressions are
intended to identify forward-looking statements.  Such statements are subject to
certain risks, uncertainties and assumptions, including, without limitation, the
Company's continuing losses and working capital deficit; The Company's lack of
adequate working capital; the miscellaneous risks associated with the proposed
COPE reorganization, including the risk that the transaction will not be
consummated; and general economic conditions.  Should one or more of these risks
or uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated, or
projected.  The Company cautions potential investors not to place undue reliance
on any such forward-looking statements all of which speak only as of the date
made.

RESULTS OF OPERATIONS

     YEAR ENDED JUNE 30, 1998 COMPARED TO YEAR ENDED JUNE 30, 1997

     During the ended June 30, 1998 all operations of the Company related to the
Harrier / COPE Reorganization.


                                         -6-
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

          On June 30, 1998, the Company had total current assets of $47,693 and
total current liabilities of $1,600,027 resulting in working capital deficit of
$(1,552,334), which has worsened since the balance sheet date due to continuing
losses from operations.  For the purpose of preserving the Company as a going
concern, the Company has entered in to the COPE Reorganization Agreement.  In
connection with the COPE Reorganization, Harrier transferred substantially all
of its assets and liabilities to Glycosyn.  In connection therewith, the
principal creditors of Harrier, except NCIF, which is presently owed the
$500,000 of indebtedness plus accrued interest of $135,667 by Harrier, agreed to
release Harrier of any further liability for their claims.  At the same time,
Harrier will sell to NCIF 2,850,000 shares of its Glycosyn Common Stock in
consideration of NCIF's agreement to cancel the $635,667 owed by Harrier.  See
Part I, Item 1 "Description of Business - COPE Reorganization" and "-Glycosyn
Recapitalization." 

     During the year ended June 30, 1998, the Company financed its operations
primarily with the proceeds from the sale of its equity securities, the
liquidation of its Bioptron Lamp operations and the receipt of $20,000 of Grant
funds from the National Cancer Institute.  Additionally, the Company received a
$60,000 loan from NCIF.  During the 1998 fiscal year, the Company raised
approximately $160,000 from the private placement of 29,828 shares of common
stock.  All proceeds raised from the private placement were used for working
capital, transactional costs associated with the COPE Reorganization and funding
of certain obligations related to the acquisition of minority interest in New
Concept Therapeutics, Inc. See Part I, Item 1 "Description of Business -
"Glycosyn Operations" - New Concept Therapeutics." 


                                         -7-
<PAGE>

<TABLE>
<CAPTION>
ITEM 7.        FINANCIAL STATEMENTS
                                                                          Page
<S>                                                                     <C>
COPE, Inc. (formerly known as Harrier, Inc.) (A Delaware corporation):
     Independent Auditor's Report. . . . . . . . . . . . . . . . . . .     F-1
     Consolidated Balance Sheet as of June 30, 1998. . . . . . . . . .     F-2
     Consolidated Statements of Operations for the twelve month 
       periods ended June 30, 1998 and 1997. . . . . . . . . . . . . .     F-3
     Consolidated Statements of Changes in Stockholders' Equity 
       (Deficit) for the twelve month periods ended June 30, 1998 
       and 1997. . . . . . . . . . . . . . . . . . . . . . . . . . . .     F-4
     Consolidated Statements of Cash Flow for the twelve month 
       periods ended June 30, 1998 and 1997. . . . . . . . . . . . . .   F-5-6
     Notes to Consolidated Financial Statements. . . . . . . . . . . .  F-7-20
</TABLE>

                                         -8-
<PAGE>

ITEM 8.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
               FINANCIAL DISCLOSURE

     Inapplicable.

PART III

ITEM 9.        DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
               COMPLIANCE WITH SECTION 16(a)

     Set forth below are the Directors and Officers for the Company as of 
June 30, 1998. In September 1998, the Company conducted a change in 
management. Please see the Proxy Statement/Prospectus dated August 20, 1998 
for comparable information concerning the current Directors and Officers of 
the Company.

<TABLE>
<CAPTION>
 

NAME                          AGE                 POSITION                      SINCE
----                          ---                 --------                      -----
<S>                           <C>                 <C>                           <C>
Jurg Kehrli                   56                  Chairman/Director             February, 1987
William P. Cordeiro           54                  Director                      June, 1994
Kevin DeVito                  39                  President/Director            July, 1992
Candace Beaver                37                  Secretary and                 June, 1991
                                                  Chief Financial Officer

</TABLE>
 

     All Directors and Executive Officers of the Company are elected or
appointed, respectively, to serve for a one-year term and hold their office
until their successors are elected or appointed and qualified.

     The following is a brief resume of each Director and Executive Officer of
the Company:

     Mr. Kehrli, Chairman, was formerly the President and a principal
shareholder of Kehrli Rontgen A.G. from which the Company originally acquired
the rights to a substantial number of its products.  Mr. Kehrli is the son of
the founder of Kehrli Rontgen, A.G., a manufacturer of X-ray equipment, which he
managed for 22 years prior to his affiliation with the Company. Mr. Kehrli is
currently an independent financial and management consultant for European-based
companies.

     Dr. Cordeiro, Director, holds a B. S. in Biology from the University of San
Francisco, an MBA in Finance from the University of Southern California, and a
Ph.D. in Executive Management from the Peter Drucker Graduate Management Center,
the Claremont Graduate School.  He is an associate professor in the Management
Department of California State University's School of Business and Economics in
Los Angeles, co-founder of Bartik, Cordeiro and Associates, Inc. and was
previously Vice chairman of the Veta Grande Companies, Inc. and Planning Manager
for ARCO. 

     Mr. DeVito, President and Director, is a former financial consultant,
having previously been employed in this function with Cigna Financial Services,
Inc. He graduated from the University of California, Los Angeles. Mr. DeVito
joined the Company in 1990 as marketing manager and was promoted to President in
July 1992.  Mr. DeVito's initial project for the Company was the attainment of
the Company's initial medical-use approvals for the Bioptron Lamp.

     Mrs. Beaver, Secretary and Chief Financial Officer, was formerly the
Controller of Addison Design Consultants, Inc., an international design and
corporate identity firm. She is a graduate of the University of California,
Berkeley. Mrs. Beaver has worked in both the public and private accounting
profession for the past 11 years.

     Those required to make filings under Section 16(a) have done so to the best
of the Company's knowledge.


                                         -9-
<PAGE>

ITEM 10.       EXECUTIVE COMPENSATION

     The Summary Compensation Table below includes, for each of the fiscal years
ended June 30, 1998, 1997, and 1996 individual compensation for services to the
Company and its subsidiaries of the Chief Executive Officer (the "Named
Officer").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                          Long Term Compensation
                                       Annual Compensation                          Awards              Payouts
                            ----------------------------------------      --------------------------    --------
(a)              (b)         (c)               (d)            (e)           (f)              (g)          (h)             (i)

                                                             Other
Name                                                         Annual      Restricted                                    All Other
and                                                          Compen-       Stock                         LTIP           Compen-
Principal                                                    sation        Award(s)        Options/     Payouts          sation
Position  (4)    Year      Salary($)          Bonus ($)       ($)            ($)            SARs (#)       ($)            ($)
-------------   ------    ----------          ---------      -------     ----------        ---------    -------        ---------
<S>             <C>       <C>                 <C>            <C>         <C>               <C>          <C>            <C>
Kevin DeVito    1998            -0-            -0-            -0-            -0-            -0-            -0-            -0-
President       1997      64,147 (2)           -0-            -0-            ---            ---            ---            (4)
                1996      94,994 (2)           -0-            (1)            ---            ---            ---            (3)
</TABLE>

(1)  Include $3,600 per year for car allowance and $1,680 per year for executive
     insurance.
(2)  Includes $900 per year for car allowance and $1,680 per year for executive
     insurance.
(3)  Includes $10,994 in deferred compensation earned in fiscal year 1995 and
     paid in fiscal year 1996.
(4)  Includes $14,574 in deferred compensation earned in fiscal year 1996 and
     paid in fiscal year 1997.


Option/SAR Grants in Last Fiscal Year

No options were granted in fiscal year 1998.


AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

Shown below is information with respect to the exercise of options granted under
the 1990 Incentive Stock Option Award Plan to the Named Officer and held by him
at June 30, 1998.

<TABLE>
<CAPTION>

                                                                                              Value of
                                                                                              Unexercised
                                                                  Unexercised                 In-the-Money
                                                                  Options/SARs at             Options/SARs at
                                                                  6/30/98                       6/30/98
                   Shares Acquired           Value                Exercisable/                Exercisable/
Name                on Exercise (#)         Realized (s)          Unexercisable (#)           Unexercisable ($) 
-----              ----------------         ------------          ----------------            -----------------
<S>                <C>                      <C>                   <C>                         <C>         
Kevin DeVito            -0-                    -0-                     -0-                        $0.00/0

</TABLE>


                                         -10-
<PAGE>

DIRECTOR COMPENSATION

     Dr. Cordeiro is paid a Director's fee of $500 per month.  No other Director
compensation was paid during fiscal year 1998.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     During fiscal 1998, the entire Board of Directors addressed all matters
concerning executive officer compensation since the Company did not have a
compensation committee. 


STOCK OPTION PLAN

     During the year ended June 30, 1990, the Company adopted the 1990 Plan. A
total of 1,500,000 shares of common stock may be issued under the 1990 Plan and
have been reserved by the Board of Directors for that purpose. Options may be
granted to Directors, Officers, employees and other individuals at terms and
exercise prices as determined by the Board of Directors. 

     No options were granted to officers and directors during the year ended
June 30, 1997 and 1998.


                                         -11-
<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of June 30, 1998, the number of shares
of the Company's common stock, par value $0.001 per share, held beneficially by
each person who was known by the Company to own beneficially more than 5% of the
Company's common stock, each director and all officers and directors as a group.
Except as otherwise indicated, the Company believes that the beneficial owners
of the common stock listed below, based on information furnished by such owners,
have sole investment and voting power with respect to such shares subject to
community property laws where applicable.

<TABLE>
<CAPTION>

                Name &                Amount &
                Address of            Nature of                Percent
                Beneficial            Beneficial               of
                Owner                 Owner                    Class (9) 
                ----------            ----------               ---------
                <S>                   <C>                      <C>
                Jurg Kehrli (1)       5,880                    less than 1.0%

                Kevin DeVito (1)      872                      less than 1.0%

                Bartik, Cordeiro 
                & Associates (1)      346                      less than 1.0%

                All Officers and      7,583                    less than 1.0%
                Directors as a 
                group (4 persons)

</TABLE>

(1)  Address is 2200 Pacific Coast Highway, Suite 301, Hermosa Beach, California
     90254.


                                         -12-
<PAGE>

ITEM 12.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During the year ended June 30, 1996 the Company entered into a $500,000
loan agreement with New Capital Investment Fund ("NCIF"), an entity affiliated
with the President and the Chairman of the Board.  The loan bears interest of
12%. Loan obligations can be paid with securities of either the Company or its
Glycosyn subsidiary.  The note was paid off in September 1998 in consideration
for 2,850,000 common shares of Glycosyn (see Note 15). 

ITEM 13.       EXHIBITS AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>

     (a)  EXHIBITS

     Exhibit
     No.       Description
     -------   -----------
     <S>       <C>
     3(i)      Articles of Incorporation (1)
               Amendment to Articles of Incorporation

     3(ii)     Bylaws (1)

     10.1      Agreement with Licensia Export Trading Co. dated December 12,
               1986 (2)

     10.2      Agreement with Erich Klemke dated June 6, 1988(3)

     10.3      Amendment to agreement with European Investment and Equity
               Trading dated March 30, 1989 (5)

     10.4      Distribution agreement with Mobal AG, dated January 17, 1989 (4)

     10.5      1989 Stock Option and Stock Award Plan (1)

     10.6      Warrant Agreement dated as of November 13, 1989 among Harrier,
               Inc. ASFAG AG and Martin S. Wohnlich (5)

     10.7      Agreement dated November 10, 1989 between Tibech AG and Bioptron
               AG (5)

     10.8      Agreement dated February 7, 1990 between Tibech AG and Bioptron
               AG  (5)

     10.9      Sales Agreement for HDC AG stock between Dr. Carl Odermatt and
               the Company (5)

     10.10     Distribution Agreement with Planeta, dated September 1, 1991
               (with accompanying unofficial translation.  (6)

     10.11     Univ. of Michigan Agreement dated October 17, 1992.  (10)

     10.12     Univ. of Michigan Agreement dated March 18, 1992.  (10)


                                         -13-
<PAGE>

     10.13     Sale of Assets Agreement by and between the Registrant and a
               German Investor (8)

     10.14     Agreement to Dissolve Joint Research and Development Project by
               and between the Registrant and Tecno-Bio CO., Ltd.  (9)

     10.15     Purchase and License Agreement of HDC AG by and between the
               Registrant and Tecno-Bio CO., Ltd. T (9)

     10.16     Harrier, Inc./American Diagnostica Inc. R&D Joint Venture
               Agreement (11)

     10.17     Loan Agreement between New Capital Investment Fund and Harrier,
               Inc. (12)

     10.18     Asset Transfer and Plan of Liquidation and Dissolution dated June
               30, 1997 between the Registrant, Naturade, Inc. and DermaRay, LLC

     10.19     Securities Purchase Agreement and Plan of Reorganization dated
               October 30, 1997 between Registrant and COPE AG

     10.20     Agreement dated October 30, 1997 between Registrant and New
               Concept Therapeutics, Inc.

     10.21     Subsidiaries of the Registrant(6)

</TABLE>

-------------------------

(1)  Filed as an exhibit to Proxy Statement dated May 14, 1990, filed on May 16,
     1990 (File No 1-9925), incorporated herein by reference.
(2)  Filed as an exhibit to Report on form 10-K for the year-ended June 30,
     1987, filed on March 18, 1988 (File No 1-9925), incorporated by reference.
(3)  Filed as an exhibit to Report on form 10-K for the year-ended June 30,
     1988, filed on November 3, 1988 (File No 1-9925), incorporated herein by
     reference.
(4)  Filed as an exhibit to Report on form 10-K for the year-ended June 30,
     1989, filed on October 13, 1989 (File No 1-9925), incorporated herein by
     reference.
(5)  Filed as an exhibit to Report on form 10-K for the year-ended June 30,
     1990, filed on October 13, 1990 (File No 1-9925), incorporated herein by
     reference.
(6)  Filed as an exhibit to Report on form 10-K for the year-ended June 30,
     1991, filed on October 13, 1991 (File No 1-9925), incorporated herein by
     reference.
(7)  Filed as an exhibit to Report on form 8-K dated July 27, 1990,, filed on
     September 6, 1990 (File No 1-9925), incorporated herein by reference.
(8)  Filed as an exhibit to Report on Form 8-K dated July 10, 1992, filed on
     July 31, 1992 (File No 1-9925), incorporated herein by reference.
(9)  Filed as an exhibit to Report on form 8-K dated August 1, 1992, filed on
     August 26, 1992 (File No 1-9925), incorporated herein by reference.
(10) Filed as an exhibit to Report on form 10-K for the year-ended June 30,
     1992, filed on October 24, 1992 (File No. 1-9925), incorporated herein by
     reference.


                                         -14-
<PAGE>


(11) Filed as an exhibit to Report on Form 10-K for the year-ended June 30,
     1993, filed on November 25, 1993 (File No. 1-9925), incorporated herein by
     reference.
(12) Filed as an exhibit to Report on Form 10-K for the year-ended June 30,
     1996, filed on December 3, 1996 (File No. 1-9925), incorporated herein by
     reference.

Financial Statement Schedules are omitted because they are not applicable or
because the required information is contained in the Consolidated Financial
Statements or the notes thereto.

     (b)  REPORTS ON FORM 8-K



                                         -15-
<PAGE>

SIGNATURES

     Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, as amended, the Registrant has caused this report to be
signed on its behalf by the undersigned, hereunto duly authorized.

                                        COPE, Inc. (formerly known as 
                                        Harrier, Inc.) 

Date:  March 10, 1999                   By: /s/ Adrian Knapp
                                            -------------------------------
                                            Adrian Knapp, Chairman

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated:

Date:  March 10, 1999                  By  /s/ Adrian Knapp 
                                           ------------------------------------
                                           Adrian Knapp, 
                                           Chairman & Director

Date:  March 10, 1999                  By  /s/Stephan Isenschmid
                                           ------------------------------------
                                           Stephan Isenschmid,
                                           President, CEO and Director

Date:  March 10, 1999                  By  /s/ Markus Stalder
                                           ------------------------------------
                                           Markus Stalder, Director

Date:  March 10, 1999                  By  /s/ Kevin DeVito
                                           ------------------------------------
                                           Kevin DeVito, Director and Secretary

Date:  March 10, 1999                  By  /s/ Peter Koch
                                           ------------------------------------
                                           Peter Koch, Director


                                         -16-

<PAGE>







                                      CONSOLIDATED AUDITED FINANCIAL STATEMENTS 


                                    COPE, Inc. (formerly known as Harrier, Inc.)
                                                                                

                                              Years Ended June 30, 1998 and 1997


<PAGE>

                                    COPE, Inc. (formerly known as Harrier, Inc.)

                                      INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
--------------------------------------------------------------------------------
<S>                                                              <C>
INDEPENDENT AUDITORS' REPORT                                     F-1

FINANCIAL STATEMENTS

  Consolidated Balance Sheet                                     F-2

  Consolidated Statements of Operations                          F-3
  
  Consolidated Statements of Changes in
     Stockholders' Deficit                                       F-4

  Consolidated Statements of Cash Flows                          F-5 to F-6

  Notes to Consolidated Financial Statements                     F-7 to F-20
</TABLE>

<PAGE>

                                          
                               RAIMONDO PETTIT GROUP
                                    [LETTERHEAD]


                             INDEPENDENT AUDITORS' REPORT

To the Board of Directors
COPE, Inc. (formerly known as Harrier, Inc.)
Hermosa Beach, California


We have audited the accompanying consolidated balance sheet of COPE, Inc. 
(formerly known as Harrier, Inc.) as of June 30, 1998, and the related 
consolidated statements of operations, changes in stockholders' deficit, and 
cash flows for the two years then ended.  The consolidated financial 
statements are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on these consolidated financial 
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits 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 audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the consolidated financial position 
of COPE, Inc. (formerly known as Harrier, Inc.) as of June 30, 1998 and the 
consolidated results of their operations and their cash flows for the two 
years then ended, in conformity with generally accepted accounting principles.

                                                         RAIMONDO PETTIT GROUP


Torrance, California
October 30, 1998


                                         F-1
<PAGE>

<TABLE>
<CAPTION>

                                    COPE, Inc. (formerly known as Harrier, Inc.)

                                                      CONSOLIDATED BALANCE SHEET
--------------------------------------------------------------------------------

JUNE 30, 1998
--------------------------------------------------------------------------------
ASSETS
<S>                                                             <C>
Cash and cash equivalents                                       $    18,018
Amounts receivable from related parties                              29,600
Other current assets                                                     75
--------------------------------------------------------------------------------
Total current assets                                                 47,693
--------------------------------------------------------------------------------
Property and equipment, net                                          17,249
Intangible assets, net                                               28,065
--------------------------------------------------------------------------------
TOTAL ASSETS                                                    $    93,007
--------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES

Accounts payable and accrued expenses                           $   652,921
Convertible note payable to related party                           625,333
Notes payable to related parties                                    160,423
Note payable                                                        146,220
Dividend payable to Glycosyn preferred stockholders                  15,130
--------------------------------------------------------------------------------

Total current liabilities                                         1,600,027

--------------------------------------------------------------------------------

MINORITY INTEREST                                                    79,912
--------------------------------------------------------------------------------

COMMITMENTS AND CONTINGENCY (NOTES 9, 10, 12 AND 13)

STOCKHOLDERS' DEFICIT
Preferred stock, $.001 par value - authorized, 5,000,000
  shares; issued and outstanding, 0 shares                              -  
Common stock, $.001 par value - authorized, 30,000,000
  shares; issued and outstanding, 270,662 shares                        270
Additional paid-in capital                                       15,516,938
Accumulated deficit                                             (17,066,431)
Cumulative translation adjustment                                   (37,709)
--------------------------------------------------------------------------------

Total stockholders' deficit                                      (1,586,932)
--------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                     $    93,007
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

</TABLE>

                     SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                         F-2
<PAGE>

                                    COPE, Inc. (formerly known as Harrier, Inc.)

                                           CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

FOR THE YEARS ENDED JUNE 30,                             1998           1997
--------------------------------------------------------------------------------
<S>                                                <C>            <C>
SALES                                                   $-          $48,069
COST OF SALES                                            -           50,383
--------------------------------------------------------------------------------

GROSS PROFIT (Loss)                                      -           (2,314)
--------------------------------------------------------------------------------

EXPENSES
   Selling, general and administrative               235,223        290,442
   Salaries and related expenses                     244,035        357,049
   Research and development                           12,633            -  
   Amortization and depreciation                      17,109         40,489
--------------------------------------------------------------------------------

TOTAL EXPENSES                                       509,000        687,980
--------------------------------------------------------------------------------

LOSS FROM OPERATIONS                                (509,000)      (690,294)
--------------------------------------------------------------------------------

OTHER INCOME (EXPENSE)
   National Cancer Institute grant                    20,000         80,000
   Interest income (expense), net                    (79,920)       (57,638)
   Loss on sale of marketable securities                 -          (15,716)
   Miscellaneous income                                  -            6,600
   Loss on sale of investment in joint venture           -           (7,448)
   Unrealized loss on investment                    (250,000)           -  
   Minority interest in net loss of 
     consolidated subsidiary                          25,978            -  
--------------------------------------------------------------------------------

TOTAL OTHER INCOME (EXPENSE)                        (283,942)         5,798
--------------------------------------------------------------------------------

LOSS BEFORE PROVISION FOR INCOME TAXES              (792,942)      (684,496)

PROVISION FOR INCOME TAXES                             1,020          1,740
--------------------------------------------------------------------------------

NET LOSS                                           $(793,962)     $(686,236)
--------------------------------------------------------------------------------

BASIC AND DILUTED LOSS PER SHARE                      $(3.07)        $(3.19)
--------------------------------------------------------------------------------

WEIGHTED AVERAGE NUMBER OF SHARES: BASIC AND 
DILUTED                                              259,038        214,972
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

</TABLE>

                    SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                         F-3
<PAGE>

                                    COPE, Inc. (formerly known as Harrier, Inc.)

                     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>


--------------------------------------------------------------------------------------------------------------------------------
FOR THE YEARS ENDED JUNE 30, 1998 AND 1997
--------------------------------------------------------------------------------------------------------------------------------
                                                Common Stock           Additional                      Cumulative      Total
                                           ----------------------       Paid-in       Accumulated     Translation  Stockholders'
                                           Shares          Amount       Capital        Deficit        Adjustment      Deficit
--------------------------------------------------------------------------------------------------------------------------------

<S>                                        <C>            <C>        <C>           <C>                <C>         <C>
Balances, July 1, 1996                     206,351        $11,968    $15,225,740   $(15,571,103)      $(37,709)     $(371,104)

Issuance of common stock                    34,483          2,000         98,000                                      100,000

Dividend payable to Glycosyn
 preferred stockholders                                                                  (4,450)                       (4,450)

Net loss for the year
 ended June 30, 1997                                                                   (686,236)                     (686,236)
------------------------------------------------------------------------------------------------------------------------------

Balances, June 30, 1997                    240,834        $13,968    $15,323,740   $(16,261,789)      $(37,709)     $(961,790)
------------------------------------------------------------------------------------------------------------------------------

Issuance of common stock                    29,828          1,730        177,770                                      179,500

Adjustment to conform common
 stock to post-split number of shares                     (15,428)        15,428                                          -  

Dividend payable to Glycosyn
 preferred stockholders                                                                 (10,680)                      (10,680)

Net loss for the year
 ended June 30, 1998                                                                   (793,962)                     (793,962)
------------------------------------------------------------------------------------------------------------------------------
Balances, June 30, 1998                    270,662           $270    $15,516,938   $(17,066,431)      $(37,709)   $(1,586,932)
------------------------------------------------------------------------------------------------------------------------------

</TABLE>

                    SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                         F-4
<PAGE>

                                    COPE, Inc. (formerly known as Harrier, Inc.)

                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

FOR THE YEARS ENDED JUNE 30,                                 1998         1997
--------------------------------------------------------------------------------
<S>                                                     <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                              $(793,962)  $(686,236)
  Adjustments to reconcile net loss to net
     cash used in operating activities:
       Depreciation and amortization                       17,109      40,489
       Loss on sale of investment in joint venture            -         7,448
       Loss on sale of marketable securities                  -        15,716
       Minority interest in loss of combined entity       (25,978)        -  
       Unrealized loss on investment                      250,000         -  
       Consulting services applied against
          receivable from related party                     5,478         -  
       Accrued interest                                    60,833      60,833
       Increase (decrease) resulting
          from changes in:
            Amounts receivable from related parties           -        45,070
            Inventory                                         -        40,411
            Other current assets                           29,669     (11,522)
            Accounts payable and accrued expenses          82,242      (7,102)
--------------------------------------------------------------------------------

Net cash used in operating activities                    (374,609)   (494,893)
--------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                          -       (54,849)
  Proceeds from sale of marketable securities                 -        46,159
  Collection on note receivable for sale of equity in
     joint venture and inventory                          120,000      20,000
  Collection of receivable from related party                 -         5,798
--------------------------------------------------------------------------------

Net cash provided by investing activities                 120,000      17,108
--------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock                                160,000     100,000
  Issuance of preferred stock of subsidiary                16,890      89,000
  Borrowings from related party                            60,000         -  
  Proceeds from note payable                              142,000         -  
  Payments on note due to related party                  (164,500)        -  
--------------------------------------------------------------------------------

Net cash provided by financing activities                 214,390     189,000
--------------------------------------------------------------------------------

</TABLE>

                                         F-5
<PAGE>

                                    COPE, Inc. (formerly known as Harrier, Inc.)

                               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

FOR THE YEARS ENDED JUNE 30,                                               1998              1997
----------------------------------------------------------------------------------------------------
<S>                                                                     <C>               <C>
Net decrease in cash                                                     (40,219)          (288,785)

Cash and cash equivalents, beginning of year                              58,237            347,022
----------------------------------------------------------------------------------------------------

Cash and cash equivalents, end of year                                  $ 18,018          $  58,237
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION:
     CASH PAID DURING THE YEAR FOR:
        Interest                                                        $    -            $     -  
        Taxes                                                           $  1,020          $   1,740
     NON-CASH INVESTING AND FINANCING ACTIVITIES:
        Stock issued for services and commissions                       $ 19,501          $     -  
        Note receivable in consideration for sale of
            equity in joint venture and inventory                       $    -            $ 175,000
        Dividend accrued on subsidiary preferred stock                  $ 10,680          $   4,450
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------

</TABLE>
 

                   SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                         F-6
<PAGE>


                                    COPE, Inc. (formerly known as Harrier, Inc.)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


1    ORGANIZATION AND DESCRIPTION OF BUSINESS

COPE, Inc. (formerly known as Harrier, Inc.) was organized under the laws of 
the State of Utah on October 8, 1985 and later was reincorporated in the 
State of Delaware.  The Company is engaged in research, development and 
marketing of a number of products which are at various stages of development. 
 Until June 30, 1997, the Company was selling the Bioptron Lamp (cosmetic and 
medical uses) in the Western Hemisphere.

Glycosyn Pharmaceuticals, Inc. ("Glycosyn") is organized as a majority-owned
subsidiary under the laws of the State of Delaware.  Glycosyn holds all of the
Company's biomedical technologies rights and obligations.  The biomedical
technologies are currently in the pre-clinical development phase.

The accompanying consolidated financial statements include the accounts of 
COPE, Inc. (formerly known as Harrier, Inc.), its wholly-owned subsidiary, 
Harrier GmbH, a German corporation, and Glycosyn (collectively, the 
"Company").  Harrier GmbH is a dormant corporation since 1992.  All 
significant intercompany transactions and balances have been eliminated.  

In September, 1998, the Company reorganized, merged with Cope A.G. in a reverse
purchase transaction, changed its name to Cope, Inc. and effected a 1 for 58
reverse stock split (see Note 15 - Subsequent Event).


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

MANAGEMENT'S ESTIMATES

The preparation of the consolidated 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 consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period.  Actual results could differ from those estimates.

PROPERTY AND EQUIPMENT

Property and equipment, including significant improvements thereto, are stated
at cost and are depreciated using the straight-line method over an estimated
useful life of 5 years.  Maintenance and repairs are charged to expense as
incurred.


                                         F-7
<PAGE>

2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INVESTMENTS

Glycosyn has a 19% interest in another entity which is accounted for under the
cost method.  The Company assesses whether there has been a permanent impairment
in the value of its investments by considering factors such as quoted market
prices, estimated joint venture revenues and prospects and other economic
factors.

INTANGIBLE ASSETS

Intangible assets are owned by Glycosyn and include patents, product rights and
technology costs.  All patent, product rights and technology costs are
capitalized and amortized over ten years using the straight-line method.  The
Company assesses whether there has been a permanent impairment in the value of
intangible assets by considering factors such as expected future product
revenues, anticipated product demand and prospects and other economic factors.

INCOME TAXES

The Company accounts for income taxes in accordance with the provisions of
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes," which requires the recognition of deferred tax liabilities and assets
for the expected future tax consequences of events that have been included in
the consolidated financial statements or tax returns.  Under this method,
deferred tax liabilities and assets are determined based on the difference
between the consolidated financial statements and the tax basis of assets and
liabilities using enacted rates in effect for the year in which the differences
are expected to reverse.  Valuation allowances are established when necessary to
reduce deferred tax assets to the amount expected to be realized.

FOREIGN CURRENCY TRANSLATION

The Company has one dormant German subsidiary.  The cumulative translation
adjustment represents the historical effect of translation adjustments of this
subsidiary's pre 1992 activity.

LOSS PER COMMON SHARE

Effective December 31, 1997, the Company adopted Statement No. 128, "Earnings
Per Share."  This new standard requires dual presentation of basic and diluted
earnings per share ("EPS") on the face of the statement of income and requires
reconciliation of the numerators and the denominators of the basic and diluted
EPS calculations.


                                         F-8
<PAGE>

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

LOSS PER COMMON SHARE (CONTINUED)

Basic net loss per common share is computed by dividing net loss by the weighted
average number of outstanding common shares during the periods presented.  For
purposes of SFAS No. 128, basic loss per share and diluted loss per share are
the same amount as the impact of additional common shares that might have been
issued under the Company's stock option plan, warrants and convertible debt
would be anti-dilutive.

All references to the Company's number of shares reflect the 1 for 58 reverse
stock split described in Note 15 as if it had occurred at July 1, 1996.

CASH AND CASH EQUIVALENTS

The Company considers short-term investments which have maturities of three
months or less at the date of acquisitions to be cash equivalents.  From time to
time, the Company's cash on deposit with banks exceeds the $100,000
federally-insured limit.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of financial instruments included in current assets and
liabilities approximates fair value because of the short maturity of these
items.

ISSUANCE OF STOCK FOR SERVICES

Shares of the Company's common stock issued for services are recorded in
accordance with Accounting Principles Board Opinion No. 16, "Business
Combinations" and Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123"), at the fair market value
of the stock issued or the fair market value of the services provided, whichever
value is the more clearly evident.

STOCK COMPENSATION PLAN

SFAS 123 encourages, but does not require, companies to record compensation cost
for stock-based employee compensation plans at fair value.  The Company elected
to account for stock-based compensation using the intrinsic value method
prescribed in Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees," and related interpretations.  Accordingly, compensation
cost for stock options is measured as the excess, if any, of the quoted market
price 


                                         F-9


<PAGE>

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

STOCK COMPENSATION PLAN (CONTINUED)

of the Company's stock at the date of the grant over the amount an employee must
pay to acquire the stock.

RECENT ACCOUNTING DEVELOPMENT

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income." 
This statement establishes standards for reporting and display of comprehensive
income and its components (revenues, expenses, gains and losses) in an entity's
financial statements.  This statement requires an entity to classify items of
other comprehensive income by their nature in a financial statement and display
the accumulated balance of other comprehensive income separately from retained
earnings and additional paid-in-capital in the equity section of a statement of
financial position.  This pronouncement is effective for fiscal years beginning
after December 15, 1997 and the Company expects to adopt the provision of this
statement in fiscal year 1999.

In June 1997, the FASB issued SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information."  This statement requires public enterprises
to report financial and descriptive information about its reportable operating
segments and establishes standards for related disclosures about product and
services, geographic areas, and major customers.  This pronouncement is
effective for fiscal years beginning after December 15, 1997 and the Company
expects to adopt the provisions of this statement in fiscal year 1999.


3.   AMOUNTS RECEIVABLE FROM RELATED PARTIES

During the year ended June 30, 1995, the Company acquired a 50% interest in
Derma Ray International Limited Liability Corporation ("Derma Ray").  Derma Ray
was formed to market, distribute and sell various health and cosmetic products. 
On June 30, 1997, the Company sold its entire inventory and its interest in
Derma Ray in consideration for $40,000 in cash and a note receivable of
$135,000.  The note is non-interest bearing and is due no later than June 30,
1998.  As of October 30, 1998, the entire amount of the note had been repaid.


                                         F-10
<PAGE>

4.   PROPERTY AND EQUIPMENT

The following is a summary of property and equipment at cost, less accumulated
depreciation as of June 30, 1998:

<TABLE>
     <S>                                     <C>
     Equipment                               $   66,062
     Furniture and fixtures                      17,645
     Leasehold improvements                      32,585
                                             ----------

                                             $  116,292
     Accumulated depreciation                   (99,043)
                                             ----------
                                             $   17,249
                                             ----------
                                             ----------
</TABLE>

Total depreciation expense for the years ended June 30, 1998 and 1997 was
$13,388 and $36,766, respectively.


5.   INVESTMENTS

NEW CONCEPT THERAPEUTICS INVESTMENT ACQUISITION

Glycosyn acquired a minority interest in New Concept Therapeutics, Inc., a North
Carolina corporation ("NCT"), pursuant to an agreement ("NCT Agreement") dated
October 30, 1997.  NCT was formed on July 1, 1997 for the purpose of
manufacturing and distributing boron-containing pharmaceutical products for the
treatment of cancer.  NCT's products are used in connection with boron neutron
capture therapy, an experimental cancer treatment currently under clinical
trials in the United States and Europe.  At June 30, 1998, and during the period
from NCT minority interest's acquisition through year end, neither the Company
nor Glycosyn had control or significant influence over NCT.  Accordingly, this
investment was accounted for under the cost method.

Pursuant to the NCT Agreement, Glycosyn has agreed to purchase 23 shares of the
common stock of NCT, representing approximately 19% of the issued and
outstanding common shares of NCT, in consideration of Glycosyn's delivery of an
unsecured promissory note in the original principal amount of $250,000 (the
"Note").  The Note bears interest at the rate of 10% per annum and was due on or
before April 30, 1998.  The Note balance amounted to $85,500 at June 30, 1998
and, as of October 30, 1998, Glycosyn has paid $207,500 under the Note.


                                         F-11
<PAGE>

5.   INVESTMENTS (CONTINUED)

NEW CONCEPT THERAPEUTICS INVESTMENT ACQUISITION (CONTINUED)

As additional consideration for the issuance of the Note, NCT granted Glycosyn
an option (the "NCT Option") to purchase all 123 of the issued and outstanding
shares of NCT at an exercise price of $7,500 per share for a two year period. 
The NCT Option is exercisable by Glycosyn subject to its payment of the entire
principal amount of the Note.  The NCT Option provides that Glycosyn may pay for
the underlying NCT common shares by Glycosyn's delivery of 1,225,000 shares of
Glycosyn common stock (at a rate of $0.30 per Glycosyn share).

The Company's intention with regard to NCT was to assist it in the development
and marketing of its boron-containing pharmaceutical products and, in the event
of the commercial success of NCT's products, acquire all of the issued and
outstanding common shares of NCT.  At June 30, 1998, management determined that,
as a result of  NCT's past, current and projected operating losses, there had
been a significant impairment in the carrying value of the Company's investment
in NCT.  Therefore, a $250,000 unrealized loss on investment was recognized at
June 30, 1998.

MARKETABLE SECURITIES

During fiscal 1997, the Company sold $61,875 in marketable securities for
$46,159, recognizing a $15,716 loss included in the consolidated statement of
operations.

DERMA RAY

During the year ended June 30, 1995, the Company acquired a 50% interest in
Derma Ray for a $200,000 initial capital contribution.  The excess of the
Company's contribution over its equity in the joint venture's net amount
amounted to $50,000 and was amortized over five years.  During the year ended
June 30, 1997, Derma Ray incurred a gain of $16,803, of which $8,402 was
allocated to the Company and recorded in the 1997 consolidated statement of
operations.  As disclosed in Note 3, the Company sold its membership interest to
Derma Ray and recorded a net loss of $7,448 in fiscal year 1997.


                                         F-12
<PAGE>

6.   INTANGIBLE ASSETS

The following is a summary of intangible assets at cost, less accumulated
amortization as of June 30, 1998:

<TABLE>
     <S>                                          <C>
     Patents and patent applications              $    37,220
     Accumulated amortization                           9,155
                                                  -----------

                                                  $    28,065
                                                  -----------
                                                  -----------
</TABLE>

The Company has filed individual and continuation-in-part patents on its
modified glycosylation compounds and related chemical processes since January,
1990.  In September, 1992, the Company filed new patent applications covering
significant additions to its glycosylation process.  These patents, which have
subsequently been issued, are co-owned by the Company and the University of
Michigan because they involve technologies developed pursuant to research
agreements entered into with the University.  Compensation to the University for
future revenues generated from technology related to the co-owned patents has
not been determined at this time.

Total amortization charged to operations was $3,721 and $3,723 for the years
ended June 30, 1998 and 1997, respectively.


7.   CONVERTIBLE NOTES PAYABLE TO RELATED PARTY AND OTHERS

On June 9, 1996, the Company entered into a $500,000 loan agreement with New
Capital Investment Fund ("NCIF") an entity affiliated with the President and the
Chairman of the Board.  The loan bears interest at 12% and was due on June 4,
1998.  The note was paid off in September 1998 in consideration for 2,850,000
common shares of Glycosyn (see Note 15).

On January 21, 1998, Glycosyn entered into another $60,000 loan agreement with
NCIF.  The loan bears interest at 12% and the full amount of principal plus
interest is due at January 20, 1999.  The loan is convertible into Glycosyn
common stock valued at 30% of the quoted market price at the maturity date.

On March 16, 1998, Glycosyn entered into a $142,000 convertible loan agreement. 
Proceeds of the loan were used to make payments on a note due to NCT (see Note
5) and for general working capital purposes.  The loan bears interest at 10% and
is due on March 16, 1999.  At the lender's option, the principal and interest
can be repaid using Glycosyn's common stock valued at 30% of the quoted market
price at the time of maturity (or at an earlier date chosen by the lender).


                                         F-13
<PAGE>

8.   MINORITY INTEREST

At June 30, 1998, the Company owned approximately 94% of Glycosyn.  During the
year ended 1998, Glycosyn issued 11,260 shares of its Series A preferred stock
with a $1.50 per share liquidation preference.  During the year ended 1997,
Glycosyn sold 44,500 shares of its Series A preferred stock for $89,000 to a
related party.  The preferred stock has a liquidation preference of $2 per share
($89,000), is convertible into shares of Glycosyn common stock and entitles the
holder to a dividend of 12% of the liquidation preference, payable quarterly in
common stock of Glycosyn.  The preferred stock has been presented in the
accompanying financial statements as minority interest.


9.   COMMON STOCK AND STOCK OPTION PLAN

During the year ended June 30, 1998, the Company issued 29,828 shares of common
stock in consideration for $160,000 and 15,517 common stock purchase warrants
(see Note 10) to existing shareholders and related parties.

During the year ended June 30, 1997, the Company issued 34,473 shares of common
stock (total value $100,000) and 34,473 common stock purchase warrants (see Note
10) to existing shareholders and related parties.

During the year ended June 30, 1990, the Company adopted an incentive stock
option and award plan.  A total of 25,862 shares of common stock may be issued
under the plan and have been reserved by the Board of Directors for that
purpose.  Options may be granted to Directors, Officers, employees and other
individuals at terms and exercise prices to be determined by the Board of
Directors.  The following is a summary of all common stock options outstanding:
 

<TABLE>
<CAPTION>
                                         JUNE 30, 1998           June 30, 1997
                                       SHARES       WAEP*       Shares     WAEP*
   <S>                                <C>           <C>        <C>         <C>
   Outstanding, beginning of year       7,759         .29       14,035      2.72
   Granted                               -           -            -        -    
   Canceled-expired                    (7,759)        .29       (6,276)     5.46
   Exercised                             -           -            -        -    
                                      -------                  -------

   Outstanding, end of year              -                       7,759       .29
                                      -------                  -------
                                      -------                  -------

   Exercisable, end of year              -                       7,759       .29
                                      -------                  -------
                                      -------                  -------
</TABLE>
 


                                         F-14

<PAGE>

*   Weighted average exercise price

10.  WARRANTS


Convertibility rights, weighted average exercise price and remaining contractual
life attached to the common stock purchase warrants issued in connection with
public and private stock offerings are as follows:
 
<TABLE>
<CAPTION>
 

                      Series               1994              1995                 1996               1997                  1998
                      C and D            Warrants          Warrants             Warrants           Warrants              Warrants  
                      -------        ---------------     --------------       --------------     --------------       --------------
                  Shares    WAEP*    Shares     WAEP     Shares    WAEP       Shares    WAEP     Shares    WAEP       Shares    WAEP
                  ------    -----    ------     ----     ------    ----       ------    ----     ------    ----       ------    ----
<S>              <C>      <C>        <C>      <C>       <C>       <C>         <C>     <C>        <C>      <C>         <C>      <C>
Outstanding,
  June 30, 1996   7,336   $ 49.30     6,073   $ 62.64    33,868   $ 40.60     5,000   $ 25.52     -           -       -         -  

Issued             -         -         -         -         -         -         -         -       34,483   $  7.54     -         -  

Canceled/Expired (7,336)    49.30    (6,073)    62.64   (33,868)    40.60      -         -         -         -        -         -  

Exercised          -         -         -         -         -         -         -         -         -         -        -         -  
-----------------------------------------------------------------------------------------------------------------------------------

Outstanding,
  June 30, 1997    -         -         -         -         -         -        5,000     25.52    34,483      7.54     -         - 

Issued             -         -         -         -         -         -         -         -         -         -     15,517     7.54

Canceled/Expired   -         -         -         -         -         -       (5,000)    25.52      -         -        -         - 

Exercised          -         -         -         -         -         -         -         -         -         -        -         - 
-----------------------------------------------------------------------------------------------------------------------------------

Outstanding and
  exercisable,
  June 30, 1998    -         -         -         -         -         -         -                 34,483   $  7.54  15,517   $ 7.54
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Weighted 
  average
  remaining 
  contractual 
  life             -                   -                   -                   -                      21.5 months     26.7 months

Range of exercise
  price            -                   -                   -                                                $7.54           $7.54
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


* Weighted average exercise price


                                         F-15
<PAGE>

11.  INCOME TAXES

The components of the provision for income taxes are as follows:

<TABLE>
<CAPTION>

                                                For the Years Ended June 30,
                                                ----------------------------
                                                       1998          1997
          <S>                                     <C>              <C>
          Current:
            State                                $ 1,020           $ 1,740
            Foreign                                  -                 -  
                                                  -------           -------
                                                   1,020             1,740

          Deferred                                   -                 -  
                                                  -------           ------

                                                  $1,020            $1,740
                                                  -------           ------
                                                  -------           ------

</TABLE>

The reconciliation of the effective tax rates and U.S. statutory tax rates are
as follows:

<TABLE>
<CAPTION>

                                                For the Years Ended June 30,
                                                ----------------------------
                                                     1998            1997
     <S>                                         <C>               <C>
     Tax benefit at statutory rate                  (34%)            (34%)
     Change in valuation allowance                   34%              34%
                                                   -----            -----
                                                      0%               0%
                                                   -----            -----
                                                   -----            -----

</TABLE>

At June 30, 1998, the Company has net operating loss carryforwards, for income
tax reporting purposes, of approximately $12,363,358 and $1,978,544 available to
offset future federal and California taxable income, respectively.  The federal
carryforwards expire in 2009 and the California carryforwards expire in 1999. 
The utilization of net operating loss carryforwards may be limited under the
provisions of Internal Revenue Code Section 382.

At June 30, 1998, the Company had available tax credit carryforwards comprised
of federal and state research and experimentation credits of $1,263 and $8,512,
respectively.  The California and federal research and experimentation credit
carryforwards expire in 2009 and 2012, respectively.


                                         F-16


<PAGE>

11.  INCOME TAXES (CONTINUED)

The components of the net deferred tax asset and (liability) are as follows:


<TABLE>
<CAPTION>
                                                For the Years Ended June 30,
                                                ----------------------------
                                                     1998            1997
     <S>                                         <C>            <C>

     State taxes                                $      347      $      354
     Net operating loss carryforward             4,378,445       4,383,141
     Patents                                         1,532           1,738
     Credits                                         9,775          65,474
     Depreciation and amortization                  (1,345)         28,270
                                                ----------      ----------

       Subtotal                                  4,338,754       4,478,977

       Valuation allowance                      (4,338,754)     (4,478,977)
                                                ----------      ----------

       Total                                    $      -        $      -  
                                                ----------      ----------
                                                ----------      ----------

</TABLE>

12.  COMMITMENTS

Operating Leases

The Company leases office space under an operating lease that expires in fiscal
year 1999.  Total rent expense amounted to $32,851 and $46,390 for the years
ended June 30, 1998 and 1997, respectively.


13.  CONTINGENCY - JOINT RESEARCH AND DEVELOPMENT AGREEMENT

On May 1, 1993, the Company completed a drug development agreement with American
Diagnostica, Inc. ("ADI"), a private company located in Greenwich, Connecticut. 
Pursuant to the agreement, ADI was required to develop and test synthetic drugs
using the Company's proprietary glycosylation processes.  ADI has committed to
pay the Company $5,000 per month over 100 months and expend at least $800,000
for research and development.


                                         F-17
<PAGE>

13.  CONTINGENCY - JOINT RESEARCH AND DEVELOPMENT AGREEMENT (CONTINUED)

In June 1995, ADI informed the Company that it was unable to fund any further
obligations pursuant to the research and development portion of the drug
development agreement.  The Company then terminated the related agreement for,
among other things, anticipatory repudiation.  On August 24, 1995, ADI filed a
civil action for money damages alleging wrongful termination, substantial
compliance under the agreement, and that the Company was indebted to the
plaintiff for damages in an unspecified amount, plus punitive damages, attorney
fees and interest.  In December, 1995, Harrier moved the court for an order
compelling the plaintiff to submit the dispute to arbitration.  In September,
1996, the court granted the Company's motion, staying all proceedings pending
the conclusion of mandatory arbitration in California, as the parties provided
in the research and development agreement.  As of the date of the consolidated
financial statements, no arbitration proceeding has been commenced by either
party.  Management believes that it has meritorious defenses to all of ADI's
claims and that the claims are substantially without merit.   Under current
circumstances, no determination can be made as to the ultimate outcome of the
litigation or as to the necessity for any provision in the accompanying
consolidated financial statements for any liability that may result from an
unfavorable outcome.  In addition, subsequent to year end, and in connection
with the Cope Reorganization (see Note 15), New Capital A.G., a related party,
entered into a hold harmless agreement with Cope whereby New Capital A.G. would
pay for any claims and costs arising out of this litigation.


14.  NATIONAL CANCER INSTITUTE GRANT

In December 1996, Glycosyn was awarded a $100,000 grant to finance research on
its medical technologies. $80,000 was received and expensed during fiscal year
1997, whereas the remaining $20,000 was received and expensed during fiscal year
1998.


15.  SUBSEQUENT EVENTS

COPE REORGANIZATION

In September, 1998, the Company closed a Securities Purchase Agreement and Plan
of Reorganization ("Reorganization Agreement") with COPE AG ("COPE"), a Swiss
stock corporate engaged in the business of providing high volume information
management consulting, services and solutions to Swiss, Germany and Austrian
companies.  Pursuant to the Reorganization Agreement, the shareholders of COPE
became the controlling stockholders of the Company and COPE became a
wholly-owned subsidiary of the Company (referred to herein as the "COPE Reor-


                                         F-18

<PAGE>

15.  SUBSEQUENT EVENTS (CONTINUED)

COPE REORGANIZATION (CONTINUED)

ganization").  In connection with the COPE Reorganization, the Company entered
into an agreement with a related party, New Capital Investment Fund ("NCIF"), to
sell 2,850,000 shares of the $.001 par value common stock ("Glycosyn Common
Stock") of its subsidiary, Glycosyn, to NCIF in exchange for NCIF's cancellation
of $500,000 of indebtedness plus accrued interest (see Note 7) owed by the
Company (referred to herein as the "Glycosyn Recapitalization").  See "Glycosyn
Recapitalization" below.

In accordance with the Reorganization Agreement, immediately prior to the
closing ("Closing") of the COPE Reorganization, the Company effected the
Glycosyn Recapitalization and filed an amendment (the "Amendment") to the
Company's Certificate of Incorporation to: (i) change the name of the Company to
COPE Inc.; and (ii) reverse split the outstanding shares of Common Stock of the
Company on a one for 58 basis.  At the Closing, after the foregoing was
satisfied, the Company issued 2,862,000 shares (post-split) of the Company's
$.001 par value common stock ("Harrier Common Stock"), representing
approximately 91.4% of the issued and outstanding shares of Harrier Common Stock
after giving effect to the Closing, in exchange for the COPE shareholders'
transfer of all of the issued and outstanding capital shares of COPE to the
Company.

Additional information concerning COPE, the COPE Reorganization and the Glycosyn
Recapitali-zation were included in a Proxy Statement filed with the Securities
and Exchange Commission and distributed to the shareholders of the Company.

GLYCOSYN RECAPITALIZATION

The Glycosyn Recapitalization is part of a broader recapitalization of the
Company in connection with the COPE Reorganization.  The Company has structured
the following series of transactions (referred to herein as the "Glycosyn
Recapitalization"):

     -    Prior to the close of the COPE Reorganization, Harrier transferred all
          of its assets and liabilities to Glycosyn.  In connection therewith,
          the principal creditors of Harrier agreed to release Harrier of any
          further liability for their claims.  In addition, NCIF issued a
          $136,830 note payable to the  Company for claims that were not
          released by the creditors.


                                         F-19
<PAGE>

Prior to the close of the COPE Reorganization, Harrier sold to NCIF 2,850,000 
shares of its 5,000,000 Glycosyn Common Stock shares in consideration of 
NCIF's agreement to cancel the $500,000 note and accrued interest owed by 
Harrier.

15.  SUBSEQUENT EVENTS (CONTINUED)

GLYCOSYN RECAPITALIZATION (CONTINUED)

Upon the sale of the 2,850,000 shares of Glycosyn common stock, Harrier's
interest in Glycosyn was reduced to approximately 40% and, as a result, the
financial condition and results of operations of Glycosyn will not be
consolidated with the Company for financial statements issued subsequent to the
close of the COPE Reorganization.