UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
(Mark One)

  X      Annual report under section 13 or 15(d) of the Securities Exchange Act
 ----    of 1934 for the fiscal year ended August 31, 1999

         Transition report under section 13 or 15(d) of the Securities Exchange
 ----    Act of 1934 for the transition period from ____ to ____.

                           Commission File No: 0-23559

                         SUNBURST ACQUISITIONS III, INC.
                 (Name of small business issuer in its charter)

          COLORADO                                  84-1432001
 (State or other jurisdiction of                (I.R.S. Employer
  incorporation or organization)               Identification No.)

                   4807 S. ZANG WAY, MORRISON, COLORADO 80465
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (303)979-2404

           Securities registered under Section 12(b) of the Act: NONE

Securities registered under Section 12(g) of the Act: COMMON STOCK, NO PAR VALUE

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  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 of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. |_|

Issuer's revenue for its most recent fiscal year: $  -0-

Aggregate market value of voting stock held by non-affiliates as of November 30,
1999: -0-

Number of shares of Common Stock outstanding as of November 30, 1999: 33,303,840

Documents incorporated by reference: NONE



<PAGE>



                                     PART I

ITEM 1.           DESCRIPTION OF BUSINESS.

GENERAL

The Company was  incorporated  under the laws of the State of Colorado on August
27, 1997, and is in the early  developmental and promotional stages. To date the
Company's only  activities  have consisted of the raising of capital and efforts
to seek one or more  properties or businesses for  acquisition.  The Company has
not commenced any commercial operations.  The Company has no full-time employees
and owns no real estate.

The  Company's  business  plan has always  been to seek,  investigate,  and,  if
warranted, acquire one or more properties or businesses. Such an acquisition may
be made by purchase,  merger, exchange of stock, or otherwise, and may encompass
assets  or  a  business  entity,  such  as  a  corporation,  joint  venture,  or
partnership.  The Company has very limited capital,  and it is unlikely that the
Company  will  be able  to  take  advantage  of  more  than  one  such  business
opportunity.  The  Company  intends  to  seek  opportunities  demonstrating  the
potential of long-term growth as opposed to short-term earnings.

AMERICAN RECRUITMENT CONFERENCES/WORKSEEK

As of August  30,  1999,  the  Company  entered  into an  Agreement  and Plan of
Reorganization  with  American  Recruitment  Conferences,   Inc.,  a  California
corporation ("ARC"), and Workseek.com,  a California  corporation  ("Workseek").
ARC and Workseek,  which are  affiliated  companies,  were to be acquired by the
Company in a reverse acquisition  transaction,  resulting in the shareholders of
ARC and Workseek  obtaining  control over the Company.  A series of transactions
were  contemplated by the Agreement,  including  implementation  of a 16.16-to-1
forward split,  voluntary  surrender for  cancellation of shares by the existing
shareholders of the Company,  and issuance of new shares to the ARC and Workseek
shareholders.

In contemplation of the ARC/Workseek acquisition, shares of the Company's Common
Stock were sold in a private  placement in August and September  1999,  with the
proceeds loaned to ARC. A total of 1,000,000  shares were sold for $1,400,000 in
cash and $600,000 in receivables  assigned to the Company.  The promissory  note
from ARC and  Workseek  evidencing  the loan was due  January 23,  2000,  and is
secured by the accounts, equipment, general intangibles,  inventory,  negotiable
collateral, assets, and proceeds therefrom of ARC and Workseek.

As of March 6, 2000, the proposed  transaction had not been  consummated and the
loan had not been repaid.  The parties are negotiating  the final  resolution of
the matter. Accordingly, management cannot predict if the Company will engage in
any activities in the future.





                                        2

<PAGE>



ADMINISTRATIVE OFFICES

The Company currently maintains a mailing address at 4807 S. Zang Way, Morrison,
Colorado  80465,  which is the office  address of its  President.  The Company's
telephone number there is (303) 979-2404.  Other than this mailing address,  the
Company does not currently  maintain any other office  facilities,  and does not
anticipate  the  need  for  maintaining  office  facilities  at any  time in the
foreseeable  future.  The Company pays no rent or other fees for the use of this
mailing address.

EMPLOYEES

The Company is a  development  stage  company and  currently  has no  employees.
Management of the Company expects to use consultants,  attorneys and accountants
as necessary,  and does not anticipate a need to engage any full-time employees.
No remuneration will be paid to the Company's officers except as set forth under
"Executive   Compensation"   and  under  "Certain   Relationships   and  Related
Transactions."


ITEM 2.          DESCRIPTION OF PROPERTY.

The Company currently maintains a mailing address at 4807 S. Zang Way, Morrison,
Colorado 80465, which is the address of its President.  The Company pays no rent
for the use of this mailing address,  however, for financial statement purposes,
the Company is accruing  $50 per month as  additional  paid-in  capital for this
use. The Company does not believe that it will need to maintain an office at any
time in the  foreseeable  future  in order to carry  out its plan of  operations
described herein. The Company's telephone number is (303) 979-2404.

The Company currently has no investments in real estate,  real estate mortgages,
or real estate  securities,  and does not anticipate making any such investments
in the future.  However, the policy of the Company with respect to investment in
real  estate  assets  could be changed in the future  without a vote of security
holders.


ITEM 3.           LEGAL PROCEEDINGS.

The  Company  is not a  party  to any  pending  legal  proceedings,  and no such
proceedings are known to be contemplated.

No director,  officer or  affiliate  of the  Company,  and no owner of record or
beneficial  owner of more than 5.0% of the  securities  of the  Company,  or any
associate of any such director, officer or security holder is a party adverse to
the Company or has a material  interest  adverse to the Company in  reference to
pending litigation.





                                        3

<PAGE>



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

No matters  were  submitted  to a vote of the  security  holders of the  Company
during the fourth quarter of the fiscal year which ended August 31, 1999.


                                     PART II

ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Although the Company's shares have been approved for trading on the OTC Bulletin
Board since approximately November 19, 1998, under the trading symbol "SBSQ," no
actual  trading of such shares has occurred and no bid or asked prices have been
posted.  It is not anticipated that any actual trading activity will occur until
the Company has  completed a merger or  acquisition  transaction.  The Company's
securities are currently held of record by a total of approximately 62 persons.

No dividends have been declared or paid on the Company's  securities,  and it is
not  anticipated  that any dividends will be declared or paid in the foreseeable
future.


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

The Company  remains in the  development  stage.  Until it conducted the private
placement in contemplation of the ARC/Workseek  acquisition,  it had experienced
no significant change in liquidity or capital resources or stockholder's  equity
other than the  receipt  of  proceeds  in the  amount of $8,000  from its inside
capitalization  funds,  and the  expenditure of such funds in furtherance of the
Company's business plan,  including primarily  expenditure of funds to pay legal
and  accounting  expenses.  Consequently,  the  Company's  balance sheet for the
fiscal year ended August 31, 1999, reflects a current asset value of $1,512, and
$2,000,000 in subscriptions held in escrow,  subscriptions  receivable and notes
receivable.

RESULTS OF OPERATIONS

During the period from August 27, 1997 (inception)  through August 31, 1998, the
Company  has  engaged in no  significant  operations  other than  organizational
activities,  acquisition of capital,  preparation and filing of the registration
of its  securities  under  the  Securities  Exchange  Act of 1934,  as  amended,
compliance  with its periodic  reporting  requirements,  and efforts to locate a
suitable  merger or  acquisition  candidate.  No revenues  were  received by the
Company during this period and the Company incurred a net loss of $10,305.

For the fiscal year ending August 31, 1999,  the Company  incurred a net loss of
$9,031 as a result of expenses  associated  with  compliance  with the reporting
requirements  of the Securities  Exchange Act of 1934,  and expenses  associated
with locating and evaluating acquisition candidates.


                                        4

<PAGE>



The Company  anticipates that until a business  combination is completed with an
acquisition  candidate,  it will not generate revenues.  It may also continue to
operate at a loss after  completing a business  combination,  depending upon the
performance of the acquired business.

NEED FOR ADDITIONAL FINANCING

The Company will require  additional capital in order to meet its cash needs for
the next year,  including the costs of compliance with the continuing  reporting
requirements of the Securities Exchange Act of 1934, as amended.

No specific commitments to provide additional funds have been made by management
or  other  stockholders,  and  the  Company  has no  current  plans,  proposals,
arrangements  or  understandings  with  respect  to  the  sale  or  issuance  of
additional  securities  prior  to  the  location  of  a  merger  or  acquisition
candidate. Accordingly, there can be no assurance that any additional funds will
be available to the Company to allow it to cover its  expenses.  Notwithstanding
the foregoing,  to the extent that  additional  funds are required,  the Company
anticipates  receiving  such  funds in the  form of  advancements  from  current
shareholders  without  issuance of  additional  shares or other  securities,  or
through the private  placement of  restricted  securities  rather than through a
public offering.  The Company does not currently contemplate making a Regulation
S offering.

The Company may also seek to  compensate  providers  of services by issuances of
stock in lieu of cash. For  information as to the Company's  policy in regard to
payment for consulting services, see "Certain Relationships and Transactions."

Year  2000  issues  are  not  currently  material  to  the  Company's  business,
operations or financial condition, and the Company does not currently anticipate
that it will incur any material  expenses to  remediate  Year 2000 issues it may
encounter.  However,  Year  2000  issues  may  become  material  to the  Company
following its completion of a business combination  transaction.  In that event,
the Company  will be required to adopt a plan and a budget for  addressing  such
issues.


ITEM 7.           FINANCIAL STATEMENTS.

See the pages beginning with F-1.


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

The  Company  has  had no  change  in,  or  disagreements  with,  its  principal
independent accountant since the date of inception.





                                        5

<PAGE>



                                    PART III

ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                  COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The  directors  and  executive  officers  currently  serving  the Company are as
follows:

NAME                  AGE        POSITIONS HELD AND TENURE

Jay Lutsky             57        President and a Director since August, 1997

Michael R. Quinn       76        Secretary, Treasurer, and a Director since
                                 August, 1997

The  directors  named  above will  serve  until the next  annual  meeting of the
Company's stockholders. Thereafter, directors will be elected for one-year terms
at the annual stockholders'  meeting.  Officers will hold their positions at the
pleasure of the board of directors,  absent any employment  agreement,  of which
none  currently  exists  or  is   contemplated.   There  is  no  arrangement  or
understanding  between any of the  directors  or officers of the Company and any
other person  pursuant to which any director or officer was or is to be selected
as a director or officer.

The directors and officers will devote their time to the Company's affairs on an
"as needed" basis,  which,  depending on the  circumstances,  could amount to as
little as two hours per month, or more than forty hours per month, but more than
likely will fall within the range of five to ten hours per month.

BIOGRAPHICAL INFORMATION

JAY LUTSKY

Mr.  Lutsky has served as President  and as a Director of the Company  since its
inception.  From 1968 to 1974,  Mr. Lutsky was employed at United Bank of Denver
in various management positions,  including Guaranteed Check Manager,  Corporate
Programs Manager and Executive  Lending  Officer.  From April 1974 through April
1980, Mr. Lutsky was involved in the  publishing  and ski  promotions  business,
serving as President of Mountain States Ski Association,  a company he helped to
start.  From  August 1983  through  September  1985,  Mr.  Lutsky  worked in the
positions of General Manager of the SumFun Program,  Regional marketing Manager,
and Investor  Relations Manager for Gold C Enterprises,  Inc., a publicly-traded
Colorado  corporation that published  discount coupon books.  Since May of 1980,
Mr. Lutsky has done business as Dolphin & Associates,  a private consulting firm
and he has managed his personal investment portfolio.

Mr.  Lutsky  has  served on the  board  and been  president  of  several  public
companies.  From December 1986 through May, 1990, Mr. Lutsky served as president
of Eagle  Venture  Acquisitions,  Inc.  ("Eagle").  Eagle  merged  with  Network
Financial  Services,  Inc.  ("Network") in May 1990. Mr. Lutsky continued on the
board of Network which traded on the NASDAQ  system until  December,  1993.  Mr.
Lutsky was a vice-president  and served on the board of Starlight  Acquisitions,
Inc.

                                        6

<PAGE>



("Starlight")  a  blank  check  offering.  Starlight  merged  with  Toucan  Gold
Corporation  ("Toucan"),  TUGO- Bulletin  Board, on May 10, 1996. Mr. Lutsky now
serves  as an  advisor  to the  current  board of  directors  of  Toucan.  Until
November,  1997,  Mr. Lutsky was an officer and served on the board of directors
of Gatwick,  Ltd., a Regulation A public company.  In November,  1997,  Gatwick,
Ltd.,  changed  its  name  to  AIM  Smart  Corporation  and  completed  a  share
acquisition transaction with Smart AIM Corporation, a Michigan corporation.  Mr.
Lutsky also currently serves on the board of directors of Sunburst  Acquisitions
V, Inc.,  Sunburst  Acquisitions VI, Inc.,  Sunburst  Acquisitions VII, Inc. and
Sunburst  Acquisitions  VIII,  Inc.,  all of which are blind pool or blank check
companies he has formed in conjunction with Mr. Quinn.

He earned a Bachelor of Science degree from Kent State University in 1967.

MICHAEL R. QUINN

Mr.  Quinn  has  served as  Secretary  and  Director  of the  Company  since its
inception.  He has been involved with several  development  stage companies.  He
consults with companies  contemplating trading publicly and his services consist
of corporate structuring, management, accounting, productions, sales, etc.

Mr. Quinn earned the degrees of Metallurgical  Engineer and Engineer of Mines at
the Colorado School of Mines in 1946. He did graduate work and was employed as a
research assistant at MIT.

Over the last six years,  Mr. Quinn has served as a consultant to equity holders
involved in a  bankruptcy  case,  as a  consultant  and lead  plaintiff in three
lawsuits, all of which have resulted in favorable decisions for the plaintiff.

He served as  President,  Treasurer and Director of O.T.C.  Capital  Corporation
("OTC").  OTC acquired Capital 2000 and is currently actively trading.  He was a
founder  of  American  Leverage,  Inc.,  and was its  Secretary/Treasurer  and a
Director  until  American  Leverage,  Inc.  acquired Data  National  Corporation
("Data"). Data is active, profitable and in a growth mode. Until November, 1997,
Mr. Quinn was an officer and served on the board of directors of Gatwick,  Ltd.,
a Regulation A public company.  In November,  1997,  Gatwick,  Ltd., changed its
name to AIM Smart Corporation and completed a share acquisition transaction with
Smart AIM Corporation,  a Michigan corporation.  Mr. Quinn also currently serves
on  the  board  of  directors  of  Sunburst   Acquisitions  IV,  Inc.,  Sunburst
Acquisitions V, Inc., Sunburst Acquisitions VI, Inc., Sunburst Acquisitions VII,
Inc. and Sunburst  Acquisitions VIII, Inc., all of which are blind pool or blank
check companies he has formed in conjunction with Mr. Lutsky.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

Jay Lutsky and Michael R. Quinn were each required to file an Initial  Statement
of Beneficial  Ownership of Securities on Form 3 at the time of the registration
of the Company's securities under Section 12(g) of the Exchange Act. To the best
knowledge  and belief of the Company,  none of such persons made a timely filing
of Form 3. None of such  persons  filed a report on Form 5 for the  fiscal  year
ended August 31, 1999.

                                        7

<PAGE>




ITEM 10.          EXECUTIVE COMPENSATION.

No officer or director  received any  remuneration  from the Company  during the
fiscal year. Until the Company acquires  additional  capital, it is not intended
that any officer or director  will receive  compensation  from the Company other
than reimbursement for out-of-pocket expenses incurred on behalf of the Company.
See "Certain  Relationships and Related  Transactions." The Company has no stock
option,  retirement,  pension,  or  profit-sharing  programs  for the benefit of
directors, officers or other employees, but the Board of Directors may recommend
adoption of one or more such programs in the future.


ITEM 11.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth, as of November 30, 1999, the number of shares of
Common Stock owned of record and beneficially by executive  officers,  directors
and  persons  who  hold  5.0% or more of the  outstanding  Common  Stock  of the
Company.  Also  included  are the  shares  held by all  executive  officers  and
directors as a group.

                                 NUMBER OF SHARES                 PERCENT OF
NAME AND ADDRESS                OWNED BENEFICIALLY               CLASS OWNED (1)

Jay Lutsky                          13,057,280                       39.21%
4807 S. Zang Way
Morrison, Colorado 80465

Michael R. Quinn                    13,024,960                       39.11%
2082 Cherry Street
Denver, Colorado 80207

All directors and executive         26,082,240                       78.32%
officers (2 persons)

(1)      Based on 33,303,840 shares outstanding.


ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

As permitted by Colorado law, the Company's  Articles of  Incorporation  provide
that the Company will indemnify its directors and officers  against expenses and
liabilities  they incur to defend,  settle,  or  satisfy  any civil or  criminal
action  brought  against  them on account of their being or having been  Company
directors  or officers  unless,  in any such  action,  they are adjudged to have
acted with gross negligence or willful  misconduct.  Insofar as  indemnification
for  liabilities  arising under the  Securities  Act of 1933 may be permitted to
directors, officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that, in the opinion of the

                                        8

<PAGE>



Securities  and Exchange  Commission,  such  indemnification  is against  public
policy as expressed in that Act and is, therefore, unenforceable.

EXCLUSION OF LIABILITY

Pursuant  to  the  Colorado   Corporation   Code,  the  Company's   Articles  of
Incorporation  exclude personal liability for its directors for monetary damages
based upon any violation of their  fiduciary  duties as directors,  except as to
liability  for any breach of the duty of loyalty,  acts or omissions not in good
faith or which involve  intentional  misconduct  or a knowing  violation of law,
acts in violation of Section  7-5-114 of the Colorado  Corporation  Code, or any
transaction from which a director receives an improper  personal  benefit.  This
exclusion of liability  does not limit any right which a director may have to be
indemnified  and does not  affect  any  director's  liability  under  federal or
applicable state securities laws.

CONFLICTS OF INTEREST

None of the  officers of the Company will devote more than a portion of his time
to  the  affairs  of  the  Company.  There  will  be  occasions  when  the  time
requirements  of  the  Company's  business  conflict  with  the  demands  of the
officers' other business and investment  activities.  Such conflicts may require
that the Company attempt to employ additional  personnel.  There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.

Each of the Company's  officers and directors also are officers,  directors,  or
both of several other Colorado based  development-stage  corporation in the same
business as the Company.  These companies may be in direct  competition with the
Company for  available  opportunities.  However,  as of the end of the Company's
fiscal year, each of these entities had  substantially  the same shareholders as
the Company,  which means that there was no actual conflict of interest  between
the Company and these other entities as of that time.


ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K.

(a) The Exhibits listed below are filed as part of this Annual Report.

EXHIBIT NO.                    DOCUMENT

   3.1              Articles of Incorporation (1)
   3.2              Bylaws (1)
   4.1              Specimen Common Stock Certificate (1)
   4.2              Specimen Class A Convertible Preferred Stock Certificate (1)
  10.1              Agreement and Plan of Reorganization
  10.2              American Recruitment Conferences/Workseek Loan Documents


                                        9

<PAGE>


EXHIBIT NO.                   DOCUMENT

27                  Financial Data Schedule

(1)      Incorporated  by  reference  from the  Registration  Statement  on Form
         10-SB/A filed with the Securities  and Exchange  Commission on December
         29, 1997).

(b)      No  reports  on Form 8-K  were  filed by the  Company  during  the last
         quarter of it's fiscal year ending August 31, 1999.


                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                           SUNBURST ACQUISITIONS III, INC.


Date: March 9, 2000                        By: /S/ JAY LUTSKY
                                              --------------------------------
                                               Jay Lutsky, President

In  accordance  with the Exchange  Act, 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 9, 2000                            /S/ JAY LUTSKY
                                             ---------------------------------
                                               Jay Lutsky
                                             (Principal Executive Officer and
                                              Director)


Date: March 9, 2000                            /S/ MICHAEL R. QUINN
                                             ---------------------------------
                                               Michael R. Quinn
                                              (Principal Financial Officer and
                                               Director)



                                       10



<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



The Board of Directors and Stockholders of
Sunburst Acquisitions III, Inc.


We have audited the  accompanying  balance sheet of Sunburst  Acquisitions  III,
Inc.  (a  development  stage  company)  as of August 31,  1999,  and the related
statements of operations,  stockholders'  equity, and cash flows for each of the
two years then ended and for the period  from  inception  (August  27,  1997) to
August 31,  1999.  These  financial  statements  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our 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 financial  statements  referred to above present fairly, in
all material respects, the financial position of Sunburst Acquisitions III, Inc.
as of August 31, 1999, and the results of its operations and cash flows for each
of the two years then ended and for the period from inception  (August 27, 1997)
to August 31, 1999 in conformity with generally accepted accounting principles.

Denver, Colorado
February 3, 2000
                                                        /s/ Comiskey & Company
                                                       PROFESSIONAL CORPORATION

                                       F-1


<PAGE>

                        Sunburst Acquisitions III, Inc.
                         (A Development Stage Company)
                                 BALANCE SHEET
                                August 31, 1999




   ASSETS

CURRENT ASSETS
   Cash and cash equivalents                                       $1,512
                                                               ------------
     Total current assets                                           1,512


OTHER ASSETS
   Cash - escrow                                                1,271,000
   Stock subscriptions receivable                                 129,000
   Notes receivable assigned                                      600,000
                                                               ------------
     TOTAL ASSETS                                              $2,001,512
                                                               ============
 LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
   Accounts payable                                                $1,148
                                                               ------------
     Total current liabilities                                      1,148


STOCKHOLDERS' EQUITY
   Preferred stock, no par value; 20,000,000 shares
       authorized; No shares issued and outstanding                     -
   Common stock, no par value; 100,000,000
     shares authorized; 40,319,200 shares issued and
     outstanding                                                   20,435
   Additional paid-in capital                                       1,200
   Common stock subscribed                                      2,000,000
   Deficit accumulated during the development stage               (21,271)
                                                               ------------

                                                                2,000,364
                                                               ------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $        2,001,512
                                                               ============


    The accompanying notes are an integral part of the financial statements.

                                      F-2


<PAGE>


                         Sunburst Acquisitions III, Inc.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                           For the period
                                           from inception            For the year              For the year
                                          (August 27, 1997)             ended                     ended
                                            to August 31,             August 31,                August 31,
                                               1999                      1999                      1998
<S>                                        <C>                        <C>                       <C>

REVENUES                                   $       0                  $      0                  $      0
                                           ----------------           -----------               -----------
EXPENSES
         Amortization                            300                       240                        60
         Consulting fees                       4,935                         0                     3,000
         General office                          804                       296                       508
         Legal fees                            7,485                     4,317                     3,168
         Professional fees                     4,414                     2,297                     2,117
         Rent                                  1,200                       600                       600
         Taxes and licenses                      107                         0                       107
         Transfer agent                        2,026                     1,281                       745
                                           ----------------           -----------               -----------
                  Total expenses              21,271                     9,031                    10,305
                                           ----------------           -----------               -----------

NET LOSS                                     (21,271)                   (9,031)                  (10,305)

Accumulated deficit

         Balance, beginning of period              0                   (12,240)                   (1,935)
                                           ----------------           -----------               -----------
         Balance, end of period            $ (21,271)                 $(21,271)                 $(12,240)
                                           ================           ===========               ===========
NET LOSS PER SHARE                         $    (NIL)                 $   (NIL)                 $   (NIL)
                                           ================           ===========               ===========

WEIGHTED AVERAGE NUMBER OF
    SHARES OUTSTANDING                     34,259,200                36,979,467                31,539,933
                                           ================          ============              ============
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                                    F-3

<PAGE>

                         Sunburst Acquisitions III, Inc.
                          (A Development State Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                                                           Deficit
                                                                                                           accumulated
                                    Preferred stock    Common stock          Common        Additional   during the        Total
                                   Number of           Number of             Stock         paid-in      development    stockholders'
                                   shares    Amount    shares       Amount   Subscribed    capital        stage         equity

<S>                                <C>       <C>       <C>          <C>      <C>           <C>          <C>            <C>

Preferred stock issued for
  cash, August 27,1997 at
  $0.001 per share                  80,000   8,000           0         0         0             0              0             8,000

Common stock issued for
  services, August 27, 1997 at
  $0.000062 per share                    0       0     31,269,600    1,935       0             0              0             1,935

Net loss for the period ended
August 31, 1997                          0       0           0         0         0             0          (1,935)          (1,935)
                                   -------   ------    ----------    ------   ------         ------       --------        --------
Balance, August 31, 1997            80,000   8,000     31,269,600    1,935       0             0          (1,935)           8,000

Rent at no charge                        0       0           0         0         0           600               0              600

Common stock issued for
  services, July 1998 at
  $0.00186 per share                     0       0      1,616,000    3,000       0             0               0            3,000


Net loss for the year ended
August 31, 1998                          0       0           0         0         0             0          (10,305)        (10,305)
                                   -------   ------     ----------   ------   ------         ------       --------        --------

Balance, August 31, 1998            80,000   8,000     32,885,600    4,935       0           600          (12,240)          1,295

Rent at no charge                        0       0           0         0         0           600                0             600

Common stock issued for
   cash, January 1999 at
   $0.00155 per share                    0       0      4,848,000    7,500       0             0                0           7,500


Preferred stock converted to       (80,000) (8,000)     2,588,000    8,000       0             0                0               0
  common, May 1999 at
  $0.00309 per share

Common stock subscribed,                 0       0           0         0     2,000,000         0                0        2,000,000
    year ended August 31, 1999

Net loss for the year ended
August 31, 1999                          0       0           0         0         0             0           (9,031)          (9,031)
                                   -------   ------     ----------   ------   --------      ------         -------        ---------

Balance, August 31, 1999                 0       0     40,319,200   20,435   $2,000,000    $1,200         $(21,271)     $2,000,364
                                   =======   ======    ==========   =======  ==========    =======        =========     ==========

</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       F-4

<PAGE>




                         Sunburst Acquisitions III, Inc.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                           For the period
                                           from inception            For the year              For the year
                                           (August 27, 1997)            ended                     ended
                                           to August 31,              August 31,                August 31,
                                                 1999                    1999                      1998
<S>                                        <C>                       <C>                       <C>


CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                   $    (21,271)             $    (9,031)              $   (10,305)
Adjustments to reconcile
  net loss to net cash used
  by operating activities:
     Amortization                                   300                      240                        60
     Rent expense                                 1,200                      600                       600
     Stock issued for consulting
       fees                                       4,935                                              3,000
     Decrease (increase) in prepaid
       expenses                                       0                      474                      (474)
     Decrease (increase) in accounts
       receivable
     - related party                                  0                      103                      (103)
     Increase in accounts payable                 1,148                    1,148                         0
     Increase (decrease) in accounts
       payable
     - related party                                  0                     (495)                      195
                                           -------------             ------------              ------------
       Net cash used by operating
         activities                             (13,688)                  (6,961)                   (7,027)


CASH FLOWS FROM INVESTING ACTIVITIES

    Increase in organization costs                 (300)                       0                         0
    Cash in escrow                           (1,271,000)                       0                         0
                                           -------------              -----------              ------------
       Net cash used by investing
        activities                           (1,271,300)                       0                         0
                                           -------------              -----------              ------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Issuance of common stock                      7,500                    7,500                         0
    Issuance of preferred stock                   8,000                        0                         0
    Common stock subscribed                   1,271,000                        0                         0

       Net cash provided by financing
           activities                         1,286,500                    7,500                         0


NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                            1,512                      539                    (7,027)

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                                 -                      973                     8,000
                                           -------------              -----------              ------------
CASH AND CASH EQUIVALENTS,
  END OF PERIOD                             $     1,512              $     1,512                 $     973
                                           =============              ===========               ===========
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       F-5

<PAGE>

                         SUNBURST ACQUISITIONS III, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 AUGUST 31, 1999

1.       SUMMARY OF SIGNIFICANT  ACCOUNTING  POLICIES
         DEVELOPMENT STAGE COMPANY
         Sunburst  Acquisitions  III, Inc. (a  development  stage  company) (the
         "Company") was incorporated  under the laws of the State of Colorado on
         August 27, 1997.  The initial  principal  office of the  corporation is
         4807 South Zang Way, Morrison, Colorado 80465.

         The Company is a new enterprise in the development  stage as defined by
         Statement No. 7 of the Financial Accounting Standards Board and has not
         engaged in any business other than  organizational  efforts.  It has no
         full-time  employees and owns no real property.  The Company intends to
         operate as a capital market access  corporation by registering with the
         U.S.  Securities and Exchange  Commission under the Securities Exchange
         Act of 1934.  After this, the Company intends to seek to acquire one or
         more existing businesses which have existing management, through merger
         or acquisition. Management of the Company will have virtually unlimited
         discretion in determining the business  activities in which the Company
         might engage.

         On August 30, 1999, the Company entered into an agreement to acquire an
         operating company - See Note 5.

         ACCOUNTING  METHOD
         The  Company  records  income and  expenses  on the accrual method.

         LOSS PER SHARE
         Loss per share was computed using the weighted average number of shares
         of common stock outstanding during the period.

         ORGANIZATION COSTS
         Costs to  incorporate  the Company were  originally  capitalized  to be
         amortized over a sixty-month period. With the adoption of SOP 98-5, the
         unamortized  portion of these costs was  written off to expense  during
         the year ended August 31, 1999.

         FINANCIAL INSTRUMENTS
         Unless otherwise  indicated,  the fair value of all reported assets and
         liabilities  which represent  financial  instruments (none of which are
         held for trading  purposes)  approximate  the  carrying  values of such
         amounts.

         STATEMENT OF CASH FLOWS
         For purposes of the statement of cash flows, the Company  considers all
         highly liquid debt instruments  purchased with an original  maturity of
         three months or less to be cash equivalents.

         USE OF ESTIMATES
         The  preparation  of the Company's  financial  statements in conformity
         with generally accepted  accounting  principles  requires the Company's
         management to make  estimates and  assumptions  that effect the amounts
         reported in these financial  statements and accompanying  notes. Actual
         results could differ from those estimates.

                                       F-6


<PAGE>


                         Sunburst Acquisitions III, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 August 31, 1999


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         CONSIDERATION OF OTHER COMBREHENSIVE INCOME ITEMS
         SFAF  130 -  Reporting  Comprehensive  Income,  requires  companies  to
         present  comprehensive income (consisting  primarily of net income plus
         other direct equity  changes and credits) and its components as part of
         the basic financial statements. For the year ended August 31, 1999, the
         Company's  financial  statements  do not  contain any changes in equity
         that are required to be reported separately in comprehensive income.

         STOCK BASIS
         Shares of common  stock  issued for other than cash have been  assigned
         amounts  equivalent to the fair value of the service or assets received
         in exchange.

2.       STOCKHOLDERS' EQUITY
         As of August 29, 1999,  2,035,000  shares of the Company's no par value
         common  stock had been issued for  consulting  services  provided.  The
         services were  converted to shares at $0.001 per share.  300,000 shares
         had been issued for cash at $0.025 per share,  and  160,000  additional
         shares are outstanding as a result of the conversion of preferred stock
         at $0.050 per share.

         On August 30, 1999, a 16.16 to 1 forward stock split became  effective.
         All  share  and per  share  amounts  have  been  restated.  A total  of
         40,319,200 shares were outstanding at August 31, 1999.

         As of August 31, 1999,  all shares of the Company's no par value Series
         A preferred stock have been converted to common stock.

3.       RELATED PARTY TRANSACTIONS
         At August 31, 1999,  and  following the  conversion of their  preferred
         shares,  the  Company's  officers  and  directors  were the  owners  of
         30,932,180  shares of common  stock.  These common  shares owned by the
         directors  accounted for approximately 77% of the Company's then issued
         and outstanding shares.

         The Company's  President is providing  office space at no charge to the
         Company.  For  purposes  of the  financial  statements,  the Company is
         accruing $50 per month as additional paid-in capital for this use.

4.       INCOME TAXES

         TheCompany   has   Federal  net   operating   loss   carryforwards   of
         approximately  $21,271 expiring during the years 2018 and 2019. The tax
         benefit of these net operating losses is  approximately  $4,095 and has
         been offset by a full allowance for realization.  This carryforward may
         be limited upon the  consummation of a business  combination  under IRC
         Section  381.  For the  years  ended  August  31,  1999 and  1998,  the
         valuation  allowance  increased  by  approximately  $1,740 and  $1,980,
         respectively.

                                       F-7


<PAGE>
                         Sunburst Acquisitions III, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 August 31, 1999

5.       STATEMENT OF CASH FLOWS
         Non cash investing and financing  activities included the assignment of
         notes  receivable  for  stock in the  amount  of  $600,000.  The  stock
         subscription receivable of $129,000 was collected in September 1999.

6.       SUBSEQUENT EVENT
         On August 30, 1999,  the Company  entered into an Agreement and Plan of
         Reorganization by and among the Company,  Sunburst Subsidiary,  Inc., a
         California  corporation  ("Subsidiary"),   WorkSeek.com,  a  California
         corporation ("WorkSeek") and American Recruitment Conferences,  Inc., a
         California  corporation  ("American").  The Agreement  contemplates the
         merger of American and WorkSeek into Subsidiary.

         In connection with the Agreement,  the Company  underwent a 16.16 for 1
         forward stock split of its then outstanding common shares. In addition,
         and in anticipation of the merger  mentioned above, the Company sold in
         a private placement,  a total of 1,000,000  post-split common shares at
         $2.00 per share.  Proceeds were received in the form of $1,400,000 cash
         and $600,000 in assigned conversion  agreements,  under which creditors
         of American had agreed to convert  prior loans to American  into common
         shares  at the rate of $2.00  per  share.  The  private  placement  was
         completed in September 1999.

         The cash proceeds from the private  placement were advanced to American
         pursuant to a promissory  note and security  agreement in the amount of
         $1,400,000. The loan, which is secured by all of American's right title
         and interest in accounts,  equipment,  general intangibles,  inventory,
         negotiable  collateral,  and  proceeds  from  the  disposition  of such
         collateral,  was due  and  payable  with  interest  at 10% per  year on
         January  23,  2000.  The  Company  also  agreed to  voluntarily  cancel
         approximately  25,821,940  (post-split)  common  shares  as part of the
         agreement.

         Currently,  the proposed  merger and share  cancellation  have not been
         consummated,  and the loans have not been  repaid.  The  parties are in
         negotiation to resolve the matter; however, management cannot currently
         predict the ultimate outcome of these negotiations.

                                       F-8