ANNUAL REPORT FOR SMALL BUSINESS ISSUERS SUBJECT
                     TO THE 1934 ACT REPORTING REQUIREMENTS

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(Mark One)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  For the fiscal year ended March 31, 2001

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________________to________________________

Commission file number_________________________________________________________

                              Irving Capital Corp.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)


          Delaware                                            13-4078912
-------------------------------                             ----------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                              Identification No.)



39 Broadway, Suite 2250, New York, NY                             10006
-------------------------------------                           ---------
(Address of principal executive offices)                        (Zip Code)

Issuer's telephone number  (212) 425-8200

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

Title of each class                    Name of each exchange on which registered

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

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

Securities registered under Section 12(g) of the Exchange Act:

------------------------------------------------------------------------------
                                (Title of class)

<PAGE>


                          Common Stock .0001 Par Value

------------------------------------------------------------------------------
                                (Title of class)

     Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
twelve 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_X__.  No____.
    -

     Check if there is no disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained in this form, and no disclosure will not 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 [X].

     State the issuer's revenues for the most recent fiscal year.     None
                                                                      ----

     State the aggregate market value of the voting and non-voting common equity
held by nonaffiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked prices of such common equity, as
of a specified date within 60 days (See definition of affiliate in Rule 12b-2 of
the Exchange Act.)

     As of July 13, 2001, 2001, the aggregate market value of the registrant's
Common Stock held by non-affiliates of the registrant was $0. There is no bid or
asked price for this security at this time and the security does not trade on
any market.

     State the number of shares outstanding of each of issuer's classes of
common equity, as of July 13, 2001: 5,000,000

                       DOCUMENTS INCORPORATED BY REFERENCE


     Exhibits No.:

     3.1 The Company's Articles of Incorporation are incorporated by reference
from the Company's Registration Statement on Form SB-2, as amended, SEC file No.
333-78591.

     3.2 The Company's Amended and Restated By-laws are incorporated by
reference from the Company's Registration Statement on Form 10-SB, as amended,
SEC file 333-78591.



<PAGE>



                                     PART I.

     ITEM 1. BUSINESS


ITEM 1. DESCRIPTION OF BUSINESS.

Irving Capital, Corp. (the "Company"), was incorporated on September 8, 1999,
under the laws of the State of Delaware. We were formed in order to seek
business opportunities and are currently a "shell" with no commercial
operations. To date our activities have been organizational in nature and as a
result, we must be considered to be in our developmental stage. We have no full
time employees, own no real estate and since inception have been primarily
concerned with developing our business plan and raising our initial capital.

We are one of several shell companies created by Mark Elenowitz and Louis
Taubman, who are shareholders in all of the shells. Each shell has the same
business plan. We and the other shells seek to find private companies that wish
to become reporting companies, with which to merge. Mr. Elenowitz and Mr.
Taubman engage in the business of creating public shells and finding merger
partners for these shells.

Our current business plan is to seek out business opportunities and to pursue
other related activities intended to enhance shareholder value. Because we have
no capital, it is unlikely that we will be able to take advantage of more than
one such business opportunity. We intend to seek opportunities demonstrating the
potential of long-term growth as opposed to short-term earnings.

We currently intend to generate revenue for our shareholders through the
acquisition of stock of potential merger partners with whom we, as a shell, may
be merged. In addition to the revenue generated from anticipated capital gains
from the sale of such stock.

The acquisition of a business opportunity will probably be in the form of a
merger with a foreign or domestic private issuer that wishes to become a
reporting issuer. However, we are not limiting our search to such an opportunity
and as a result the business opportunity may also take the form of a purchase,
exchange of stock, or otherwise, and may encompass assets or a business entity,
such as a corporation, joint venture, or partnership.

We also do not intend to restrict our search for business opportunities to any
particular geographical area or industry, and may, therefore, engage in
essentially any business, to the extent of our limited resources. This includes
industries such as service, finance, natural resources, manufacturing, high
technology, product development, medical, communications and others. Our
discretion in the selection of business opportunities is unrestricted, subject
to the availability of such opportunities, economic conditions, and other
factors.

To date, we have not identified any business opportunity that we plan to pursue,
nor have we reached any agreement or definitive understanding with any person
concerning an acquisition.

<PAGE>


As a consequence of the registration of our securities, any entity which has an
interest in being acquired by, or merging into, us is expected to be an entity
that desires to become a public company and establish a public trading market
for its securities. There are various reasons why an entity would wish to become
a public company including (i) the ability to use registered securities as
currency in acquisitions of assets or businesses; (ii) increased visibility in
the financial community; (iii) the facilitation of borrowing from financial
institutions; (iv) increased liquidity to investors; (v) greater ease in
subsequently raising capital (vi) compensation of key employees through stock
options; (vii) enhanced corporate image; and (viii) a presence in the United
States capital markets.

Management believes that the business opportunity will likely be a business
entity with the goal of becoming a public company in order to use its securities
for the acquisition of assets or businesses; a company which is unable to find
an underwriter of its securities or is unable to find an underwriter of its
securities on terms acceptable to it; a company that wishes to become public
with less dilution of its common stock than would occur upon an underwriting; a
company that believes that it will be able to obtain investment capital on more
favorable terms after it has become public; or a foreign company that wishes to
make an initial entry into the United States securities market.

A business combination with a target company will normally involve the transfer
to the target company of the majority of our issued and outstanding common stock
and the substitution by the target company of its own management and board of
directors.

We are unable to predict when we may participate in a business opportunity. We
expect, however, that the analysis of specific proposals and the selection of a
business opportunity may take several months or more. No assurances can be given
by us that we will be able to enter into a business combination, as to the terms
of a business combination, or as to the nature of the target company.

In all probability, however, upon completion of an acquisition or merger, there
will be a change in control through issuance of substantially more shares of
common stock. Further, in conjunction with an acquisition or merger, it is
likely that the controlling shareholders may offer to sell a controlling
interest at a price not relative to or reflective of any value of the shares
sold and at a price which could not be achieved by individual shareholders at
the time.

SALE OF CONTROLLING INTEREST BY TM CAPITAL PARTNERS, INC.

TM Capital, which is owned partially by Mr. Elenowitz and Mr. Taubman, held
approximately 95% of our shares of Common Stock. On June 22, 2001, TM Capital
entered into an agreement with Lee Balak to sell its interest in the Company.
Pursuant to that agreement, TM Capital agreed to sell to Mr. Balak 4,750,000
shares of the Company in exchange for $5,000. It is our understanding, that we
will remain a "Shell" company and Mr. Elenowitz and Mr. Taubman will continue to
serve in their present positions as officers and members of our Board of
Directors for the foreseeable future.


<PAGE>


DEPENDENCE ON A FEW MAJOR CUSTOMERS

We have no customers and we do not expect that, with our current business plan,
we will be dependent on any one customer for any material percentage of our
revenues.

PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR
LABOR CONTRACTS, INCLUDING DURATION

We do not have any patents, trademarks, licenses, franchises, concessions,
royalty agreements, or labor contracts and do not need such for the operation of
our business.

Need for Government Approval

We do not require approval of any government agency to produce or market our
services.

Effect of Existing or Probable Government Regulations on the Business

N/A

Research and Development

We have not expended any money on research and development and do not expect to
spend money on research and development in the foreseeable future.

Environmental Compliance

We do not face any environmental compliance issues or costs.

Employees

We employ 2 part-time employees. None of our employees are represented by a
labor union and we consider our relationship with our employees to be good.

                                  RISK FACTORS

You should be aware that there are various risks associated with our business,
and us including the ones discussed below. The following risk factors should be
carefully considered, together with other information contained in this Form
10-KSB, in evaluating us.

NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. We have had no operating
history nor any revenues or earnings from operations. We have no significant
assets or financial resources. We will, in all likelihood, sustain operating
expenses without corresponding revenues, at least until the consummation of a
business combination. This may result in our incurring a net operating loss
which will increase continuously until the we can consummate a business
combination with a target company. There is no assurance that we can identify
such a target company and consummate such a business combination.

<PAGE>


SPECULATIVE NATURE OF OUR PROPOSED OPERATIONS. The success of our proposed plan
of operation will depend to a great extent on the operations, financial
condition and management of the identified target company. While management will
prefer business combinations with entities having established operating
histories, there can be no assurance that we will be successful in locating
candidates meeting such criteria. In the event that we complete a business
combination, of which there can be no assurance, the success of our operations
will be dependent upon management of the target company and numerous other
factors beyond our control.

SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS. We are
and will continue to be an insignificant participant in the business of seeking
mergers with and acquisitions of business entities. A large number of
established and well-financed entities, including venture capital firms, are
active in mergers and acquisitions of companies which may be merger or
acquisition target candidates for us. Nearly all such entities have
significantly greater financial resources, technical expertise and managerial
capabilities than us and, consequently, we will be at a competitive disadvantage
in identifying possible business opportunities and successfully completing a
business combination. Moreover, we will also compete with numerous other small
public companies in seeking merger or acquisition candidates.

CONFLICTS OF INTEREST--GENERAL. Certain conflicts of interest may exist between
us and our officers and directors. They have other business interests to which
they devote their attention, and may be expected to continue to do so although
management time should be devoted to our business. As a result, conflicts of
interest may arise that can be resolved only through exercise of such judgment
as is consistent with fiduciary duties to us. See "Management," and "Conflicts
of Interest."

REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION. Section 13 of the
Securities Exchange Act of 1934 (the "Exchange Act") requires companies subject
thereto to provide certain information about significant acquisitions including
certified financial statements for the company acquired covering one or two
years, depending on the relative size of the acquisition. The time and
additional costs that may be incurred by some target companies to prepare such
financial statements may significantly delay or essentially preclude
consummation of an otherwise desirable acquisition by us. Acquisition prospects
that do not have or are unable to obtain the required audited statements may not
be appropriate for acquisition so long as the reporting requirements of the
Exchange Act are applicable.

LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. We have not conducted, nor
have others made available to us, market research indicating that demand exists
for the transactions contemplated by us. Even in the event demand exists for a
merger or acquisition of the type contemplated by us, there is no assurance that
we will be successful in completing any such business combination.

<PAGE>


LACK OF DIVERSIFICATION. Our proposed operations, even if successful, will in
all likelihood result in our engaging in a business combination with only one
business entity. Consequently, our activities will be limited to those engaged
in by the business entity that we merge with or acquired by. Our inability to
diversify our activities into a number of areas may subject us to economic
fluctuations within a particular business or industry and therefore increase the
risks associated with our operations.

REGULATION UNDER INVESTMENT COMPANY ACT. Although we will be subject to
regulation under the Exchange Act, management believes we will not be subject to
regulation under the Investment Company Act of 1940, insofar as we will not be
engaged in the business of investing or trading in securities. In the event we
engage in business combinations which result in us holding passive investment
interests in a number of entities, we could be subject to regulation under the
Investment Company Act of 1940. In such event, we would be required to register
as an investment company and could be expected to incur significant registration
and compliance costs. We have obtained no formal determination from the
Securities and Exchange Commission as to our status under the Investment Company
Act of 1940 and, consequently, any violation of such Act could subject us to
material adverse consequences.

REGULATION OF PENNY STOCKS. Our securities, when available for trading, will be
subject to a Securities and Exchange Commission rule that imposes special sales
practice requirements upon broker-dealers who sell such securities to persons
other than established customers or accredited investors. For purposes of the
rule, the phrase "accredited investors" means, in general terms, institutions
with assets in excess of $5,000,000, or individuals having a net worth in excess
of $1,000,000 or having an annual income that exceeds $200,000 (or that, when
combined with a spouse's income, exceeds $300,000). For transactions covered by
the rule, the broker-dealer must make a special suitability determination for
the purchaser and receive the purchaser's written agreement to the transaction
prior to the sale. Consequently, the rule may affect the ability of
broker-dealers to sell our securities and also may affect the ability of
purchasers in this offering to sell their securities in any market that might
develop therefore.

In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities Exchange Act
of 1934, as amended. Because our securities may constitute "penny stocks" within
the meaning of the rules, the rules would apply us and to our securities. The
rules may further affect the ability of owners of shares to sell our securities
in any market that might develop for them.

Shareholders should be aware that the market for penny stocks has suffered in
recent years from patterns of fraud and abuse (see www.sec.gov; Press Releases:
"SEC Proposes Several Measures to Combat Securities Fraud and Issues Status
Report on Commission-wide Microcap Fraud Efforts"). Such patterns include (i)
control of the market for the security by one or a few broker-dealers that are
often related to the promoter or issuer; (ii) manipulation of prices through
prearranged matching of purchases and sales and false and misleading press
releases; (iii) "boiler

<PAGE>





room" practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (iv) excessive and undisclosed
bid-ask differentials and markups by selling broker-dealers; and (v) the
wholesale dumping of the same securities by promoters and broker-dealers after
prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses. Our
management is aware of the abuses that have occurred historically in the penny
stock market. Although we do not expect to be in a position to dictate the
behavior of the market or of broker-dealers who participate in the market,
management will strive within the confines of practical limitations to prevent
the described patterns from being established with respect to our securities.

TAXATION. Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination we may undertake. Currently, such
transactions may be structured so as to result in tax-free treatment to both
companies, pursuant to various federal and state tax provisions. We intend to
structure any business combination so as to minimize the federal and state tax
consequences to both the target company and us; however, there can be no
assurance that such business combination will meet the statutory requirements of
a tax-free reorganization or that the parties will obtain the intended tax-free
treatment upon a transfer of stock or assets. A non-qualifying reorganization
could result in the imposition of both federal and state taxes that may have an
adverse effect on both parties to the transaction.

NO PUBLIC MARKET EXISTS. There is no public market for our common stock, and no
assurance can be given that a market will develop or that a shareholder ever
will be able to liquidate his investment without considerable delay, if at all.
If a market should develop, the price may be highly volatile. Factors such as
those discussed in this "Risk Factors" section may have a significant impact
upon the market price of the securities offered hereby. Owing to the low price
of the securities, many brokerage firms may not be willing to effect
transactions in the securities. Even if a purchaser finds a broker willing to
effect a transaction in these securities, the combination of brokerage
commissions, state transfer taxes, if any, and any other selling costs may
exceed the selling price. Further, many lending institutions will not permit the
use of such securities as collateral for any loans.

RULE 144 SALES. All of the outstanding shares of common stock held by present
officers, directors, and stockholders are "restricted securities" within the
meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted
shares, these shares may be resold only pursuant to an effective registration
statement or under the requirements of Rule 144 or other applicable exemptions
from registration under the Act and as required under applicable state
securities laws. Rule 144 provides in essence that a person who has held
restricted securities for one year may, under certain conditions, sell every
three months, in brokerage transactions, a number of shares that does not exceed
the greater of 1.0% of a company's outstanding common stock or the average
weekly trading volume during the four calendar weeks prior to the sale. There is
no limit on the amount of restricted securities that may be sold by a
nonaffiliate after the restricted securities have been held by the owner for a
period of two years. A sale under Rule 144 or under any other exemption from the
Act, if available, or pursuant to subsequent

<PAGE>

registration of shares of common stock of present stockholders, may have a
depressive effect upon the price of the Common Stock in any market that may
develop.

BLUE SKY RESTRICTIONS. Many states have enacted statutes or rules that restrict
or prohibit the sale of securities of "shell" companies to residents so long as
they remain without specific business plans. To the extent any current
shareholders or subsequent purchaser from a shareholder may reside in a state
that restricts or prohibits resale of shares in a "shell" company, warning is
hereby given that the shares may be "restricted" from resale as long as we are a
shell company.

At the date of this filing, we have no intention of offering further shares in a
private offering to anyone. Further, the policy of the Board of Directors is
that any future offering of shares will only be made after an acquisition has
been made and can be disclosed in appropriate 8-K filings.

In the event of a violation of state laws regarding resale of "shell" shares we
could be liable for civil and criminal penalties which would be a substantial
impairment to us. At date of this filing, all shareholders' shares bear a
"restrictive legend," and we will examine each shareholders' resident state laws
at the time of any proposed resale of shares now outstanding to attempt to avoid
any inadvertent breach of state laws.

ITEM 2.  PROPERTIES

We have no property. We do not currently maintain an office or any other
facilities. We do currently maintain a mailing address at 39 Broadway, Suite
2250, which is the office address of our Secretary, Louis Taubman. We do not pay
any rent for the use of this mailing address. We believe that we will not need
to maintain an office at any time in the foreseeable future in order to carry
out our plan of operations as described herein.

ITEM 3.  LEGAL PROCEEDINGS

We were not a party to any significant legal proceedings as of March 31, 2001,
or as of the date of this filing.

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

No matters were submitted to a vote of securities holders during the fourth
quarter of the fiscal year 2000.

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Since our inception there has not been a public market for our common stock.

<PAGE>


APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK

As of the date hereof, a total of 5,000,000 shares of our common stock were
outstanding. Of these, none are free trading and all are investment shares. We
had approximately three holders of record of common stock including persons or
entities who hold their stock in nominee or "street" name through various
brokerage firms.

DIVIDENDS

We have never paid a cash dividend. We intend to retain any future earnings for
the operations and the expansion of our business and do not anticipate paying
any cash dividends for the foreseeable future.

ITEM 6. MANANGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion should be read in conjunction with our Financial
Statements and Notes thereto which appear elsewhere in this document. The
results shown herein are not necessarily indicative of the results to be
expected in any future periods. This discussion contains forward-looking
statements based on current expectations, which involve risks and uncertainties.
Actual results and the timing of events could differ materially from the
forward-looking statements as a result of a number of factors. For a discussion
of the risk factors that could cause actual results to differ materially from
the forward-looking statements, you should read the "Risk Factors" section of
this document.

We have registered our common stock on a Form 10-SB registration statement filed
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") and Rule
12(g) thereof. We have filed with the Securities and Exchange Commission
periodic and episodic reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-QSB and annual reports Form 10-KSB. As a reporting
company under the Exchange Act, we may register additional securities on Form
S-8 (provided that it is then in compliance with the reporting requirements of
the Exchange Act) and on Form S-3 (provided that is has during the prior 12
month period timely filed all reports required under the Exchange Act), and our
class of common stock registered under the Exchange Act may be traded in the
United States securities markets provided that we are in compliance with
applicable laws, rules and regulations, including compliance with our reporting
requirements under the Exchange Act. We were formed to engage in a merger with
or acquisition of an unidentified foreign or domestic private company which
desires to become a reporting ("public") company whose securities are qualified
for trading in the United States secondary market. We meet the definition of a
"blank check" company contained in Section (7)(b)(3) of the Securities Act of
1933, as amended. Management is actively engaged in seeking a qualified private
company as a candidate for a business combination. We are authorized to enter
into a definitive agreement with a wide variety of private businesses without
limitation as to their industry or revenues. It is not possible at this time to
predict with which private company, if any,

<PAGE>

we will enter into a definitive agreement or what will be the industry,
operating history, revenues, future prospects or other characteristics of that
company. As of March 31, 2001, management had not made any final decision
concerning or entered into any agreements for a business combination. However,
as stated above, TM Capital, which owns 95% of our common stock, has entered
into an agreement with Lee Balak to sell its interest in us.

ITEM 7.  FINANCIAL STATEMENTS

Reference is made to the Index of Financial Statements which appears on page F-1
of this report. The Report of Independent Certified Public Accountants,
Financial Statements and Notes to Financial Statements which are listed in the
Index to Financial Statements and which appear beginning on page F-1 of this
report are incorporated into this Item 7.

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

We have not had any disagreements on accounting and financial disclosures with
our accounting firm during the reporting period or during the preparation of our
audited financial statements for the year ending March 31, 2001.

                                    PART III

ITEM 9. DIRECTORS AND EXECTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLAINCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Name                         Age               Positions and Offices Held
----                         ---               --------------------------

     Mark Elenowitz          30                President, Treasurer and Director

     Louis Taubman           31                Secretary and Director


There are no agreements or understandings for the officers or directors to
resign at the request of another person and the above-named officers and
directors are not acting on behalf of nor will act at the direction of any other
person.

Set forth below are the names of our directors and officers, all positions and
offices with held with us, the period during which he has served as such, and
the business experience during at least the last five years:

Mark Elenowitz, 31, has served as our President, Treasurer and as a Director
since our inception, and has extensive financial experience within the
marketplace, including experience in corporate finance, mergers and
acquisitions, and marketing. Mr. Elenowitz earned his Series 7 and 63 broker
licenses and held a Series 24 license while employed as branch manager at
Tamaron Investments. Mr.

<PAGE>



Elenowitz is also Co-Chairman Managing Director of VentureNow, Inc., a private
venture capital company, a Managing Director of Invoke Distribution, an
international direct marketing company, and President of Investor Communications
Company, LLC, an investor relations firm. Mr. Elenowitz has also served as Vice
President of Investor Relations for Quest International Resources Corporation, a
public natural resource exploration company. Previously, Mr. Elenowitz was Vice
President of Sales at Josephthal, Lyon & Ross, Inc., a NYSE member firm. Mr.
Elenowitz is a graduate of the University of Maryland College of Business and
Management, with a Bachelor of Science in Finance.

Louis E. Taubman, 32, has served as our Secretary and as a Director since our
inception. Mr. Taubman is a partner in the New York law firm of Kogan Taubman &
Neville, LLC, a boutique securities firm. Before joining Kogan Taubman &
Neville, Mr. Taubman maintained a private practice wherein he provided general
corporate and securities counsel to various developmental stage businesses.
Prior to that, Mr. Taubman served as an attorney in the legal department of
Prudential Securities, Inc. Mr. Taubman provides counsel to both issuers and
underwriters with regard to public and private finance, mergers and
acquisitions. Additionally, Mr. Taubman has litigated matters in various federal
and state courts, as well as before such self-regulatory bodies as the NASD, NFA
and NYSE. Mr. Taubman graduated cum laude from New York Law School in 1993 and
holds a Bachelor of Science degree in Political Science from Syracuse
University.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Our officers and directors are in compliance with the filing requirements of
section 16(a) of the Exchange Act during the most recent fiscal year.

ITEM 10. EXECUTIVE COMPENSATION

Our officers and directors do not receive any compensation for their services
rendered to us, have not received such compensation in the past, and are not
accruing any compensation pursuant to any agreement with us.

Our officers and directors will not receive any finder's fee, either directly or
indirectly, as a result of their efforts to implement our business plan outlined
herein. However, our officers and directors anticipate receiving benefits as
shareholders in us.

We have not adopted any retirement, pension, profit sharing, stock option or
insurance programs or other similar programs for the benefit of our employees.

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

The following table sets forth, as of the date of this report, each person known
by us to be the

<PAGE>

beneficial owner of five percent or more our common stock, all directors
individually and all directors and officers as a group. Except as noted, each
person has sole voting and investment power with respect to the shares shown.

      Name and Address               Amount of Beneficial          Percentage
      of Beneficial Owner                Ownership                 of Class
      -------------------             -------------------        ------------
      TM Capital Partners, LLC(1)            4,750,000                95%
      15425 Shady Grove Road
      Suite 400
      Rockville, MD 20850

      Mark Elenowitz                           125,000                2.5%
      (President, Treasurer
      and Director)
      15425 Shady Grove Road
      Suite 400
      Rockville, MD 20850

      Louis Taubman                            125,000                2.5%
      (Secretary and Director)
      39 Broadway, Suite 2250
      New York, NY 10006

      All Executive Officers and
      Directors as a Group                     250,000                5.0%

     (1) Two of the Company's officers and directors - Louis Taubman and Mark
     Elenowitz are indirect beneficial owners of TM Capital Partners, L.L.C. TM
     Capital provides services for such persons, particularly in regard to
     locating private companies that may wish to go public, and acts as an
     initial shareholder in certain companies formed by such parties. Since TM
     Capital has fewer than 100 shareholders and is not making and does not
     intent to make a public offering of its securities, management believes
     that it is not deemed to be an investment company by virtue of an exemption
     provided under the Investment Company Act of 1940, as amended.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have not engaged in any transaction in the past two years which any officer,
director, nominee for a director, beneficial owner, or any spouse of the above
was a party. We have not engaged in any transaction with any promoter.

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

          (a) The following exhibits are filed as part of this report.

     *3.1 Articles of Incorporation
     *3.2 Amended and Restated by-laws

* Incorporated by reference to our Registration Statement on Form SB-2,
Registration No. 333-78591, as amended, on file with the Commission on December
20, 1999.



<PAGE>


     (b) Reports of Form 8-K

     No reports on Form 8-K were filed during the quarter ended March 31, 2001.

     (c) Index to Financial Statements

                                                                           Page
                                                                           ----

            Report of Independent Certified Public Accountants ............ F-1
            Financial Statements

            Balance Sheets As Of March 31, 2001 ........................... F-2

            Statement of Income and Retained Earnings for the
            Period From Inception To March 31, 2001 ....................... F-3

            Statement of Changes in Stockholders' Equity for the
            Period from Inception to March 31, 2001 ....................... F-4

            Statement of Cash Flows for the Period from Inception
            to March 31, 2001 ............................................. F-5

            Notes to Financial Statements for the Period from Inception
            to March 31, 2001 ............................................. F-6



<PAGE>



                                   SIGNATURES

Pursuant to the requirements of section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Company has caused this Report to be signed on behalf
by the undersigned, thereunto duly authorized.

                                               Irving Capital Corp., Inc.

Date:
July 16, 2001                                  By: /s/ MARK ELENOWITZ
                                                   -----------------------------
                                                       Mark Elenowitz, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
is signed below by the following persons on behalf of the Company and in the
capacities and on the dates indicated.

MUST BE SIGNED BY EACH BY EACH MEMBER OF THE BOARD AND ITS PRINCIPAL EXECUTIVE
OFFICER, ITS CONTROLLER OR PRINCIPAL ACCOUNTING OFFICER IF ANY AND ITS PRINCIPAL
FINANCIAL OFFICER.

Signatures                 Date                  Title
----------                 ----                  -----


/s/ MARK ELENOWITZ         July 16, 2001         President, Treasurer & Director
------------------
    Mark Elenowitz

/s/ LOUIS TAUBMAN          July 16, 2001         Secretary & Director
-----------------
    Louis Taubman


<PAGE>












                              IRVING CAPITAL, CORP.
                              ---------------------

                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------

                              FINANCIAL STATEMENTS
                              --------------------

                       FOR THE PERIOD ENDED MARCH 31, 2001
                       -----------------------------------












<PAGE>
                              IRVING CAPITAL, CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                FOR THE PERIOD FROM INCEPTION TO MARCH 31, 2001
                       (See Independent Auditors' Report)


                                    CONTENTS

                                                                        PAGE(S)
                                                                        -------

Independent Auditors' Report ...........................................  F-1

Financial Statements:

      Balance Sheet ....................................................  F-2

      Statement of Income and Retained Earnings ........................  F-3

      Statement of Changes in Stockholders' Equity .....................  F-4

      Statement of Cash Flows ..........................................  F-5

      Notes to Financial Statements ....................................  F-6


<PAGE>

                            COHEN & KAMENY CPA'S PLLC
                       3530 HENRY HUDSON PARKWAY, SUITE B
                               RIVERDALE, NY 10463
                        (718) 548-7200 FAX (718) 796-0184


ELI COHEN, CPA
DAVID KAMENY, CPA
-------------------




                          INDEPENDENT AUDITORS' REPORT



TO THE BOARD OF DIRECTORS
IRVING CAPITAL, CORP.

We have audited the accompanying balance sheet of Irving Capital, Corp. (a
Delaware corporation) as of March 31, 2001, and the related statements of
income, stockholders' equity, and cash flows for the period from inception
(September 8, 1999) to March 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Irving Capital, Corp. as of
March 31, 2001, and the results of its operations and its cash flows for the
initial period then ended in conformity with generally accepted accounting
principles.

                                                     ---------------------------
                                                     COHEN & KAMENY CPA'S PLLC



RIVERDALE, NEW YORK
JULY 16, 2001


                                                                             F-1

<PAGE>


                             IRVING CAPITAL, CORP.
                         (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEET
                              AS OF MARCH 31, 2001
                       (See Independent Auditor's Report)


                                     ASSETS
                                     ------



CURRENT ASSETS:

                Cash                                                    $  545.

TOTAL CURRENT ASSETS:                                                      545.
---------------------
                                                                       --------

TOTAL ASSETS                                                            $  545.
------------
                                                                       --------


                      LIABILITIES AND STOCKHOLDERS' EQUITY


LIABILITIES:

                                                                        $   -

                                                                       --------
TOTAL LIABILITIES:                                                          -
------------------                                                     --------



STOCKHOLDERS' EQUITY:
---------------------

      Common stock, $.0001 par value, 10,000,000 shares
        authorized, 5,000,000 issued and outstanding                    $  500.
      Additional paid in capital                                           225.
      Retained Earnings                                                   (180.)

                                                                       --------
TOTAL STOCKHOLDERS' EQUITY:                                                545.
---------------------------
                                                                       --------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $  545.
------------------------------------------                             --------



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

                                                                          F-2
                           COHEN & KAMENY CPA's PLLC



<PAGE>


                              IRVING CAPITAL, CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                   STATEMENT OF INCOME AND RETAINED EARNINGS
                FOR THE PERIOD FROM INCEPTION TO MARCH 31, 2001
                       (See Independent Auditors' Report)




NET SALES                                                              $    -
---------


COST OF SALES                                                               -
-------------


GROSS PROFIT                                                                -
------------                                                           --------


OPERATING EXPENSES                                                         180.
------------------


 (LOSS) FROM OPERATIONS                                                $ (180).
-----------------------                                                --------


NET (LOSS)                                                             $ (180).
----------                                                             --------


RETAINED EARNINGS - BEGINNING OF PERIOD                                    -
---------------------------------------


RETAINED EARNINGS - END OF PERIOD                                      $ (180).
---------------------------------                                      --------


   The accompanying notes are an integral part of these financial statements.
                                                                          F-3

                           COHEN & KAMENY CPA's PLLC



<PAGE>
                             IRVING CAPITAL, CORP.
                         (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                FOR THE PERIOD FROM INCEPTION TO MARCH 31, 2001
                        (See Independent Auditors' Report

<TABLE>
<CAPTION>

                                                               Additional
                                                Common          Paid-in         Retained
                                                 Stock          Capital         Earnings
                                               ----------------------------------------------

<S>                                               <C>             <C>             <C>
Balances at inception - September 8, 1999           -              -               -

Common stock issued                                500.           225.             -

Net loss                                            -              -             (180.)

                                               --------------------------------------------
Balances at March 31, 2001                         500.           225.           (180.)
                                               --------------------------------------------
</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                                                          F-4

                           COHEN & KAMENY CPA's PLLC




<PAGE>

                              IRVING CAPITAL, CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOW
                 FOR THE PERIOD FROM INCEPTION TO MARCH 31, 2001
                        (See Independent Auditors' Report


CASH FLOWS USED IN OPERATING ACTIVITIES:

                                                                       $   180.

                                                                       --------
NET CASH (USED) BY OPERATING ACTIVITIES                                    180.
---------------------------------------                                --------


CASH FLOWS FROM INVESTING ACTIVITIES:

                                                                           -

                                                                       --------
NET CASH PROVIDED BY INVESTING ACTIVITIES                                  -
-----------------------------------------                              --------


CASH FLOWS FROM FINANCING ACTIVITIES:

           Capital contributions                                           725.

                                                                       --------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                  725.
-----------------------------------------                              --------


NET INCREASE IN CASH & CASH EQUIVELANTS                                $   545.
---------------------------------------                                --------

          Cash  - at beginning of period                                      .
                                                                       --------

CASH & CASH EQUIVALENTS - AT END OF PERIOD                             $   545.
------------------------------------------                             --------



   The accompanying notes are an integral part of these financial statements.
                                                                          F-5

                           COHEN & KAMENY CPA's PLLC

<PAGE>


                              IRVING CAPITAL, CORP.
                              ---------------------
                        NOTES TO THE FINANCIAL STATEMENTS
                        ---------------------------------
                 FOR THE PERIOD FROM INCEPTION TO MARCH 31, 2001
                 -----------------------------------------------


NOTE 1  - DESCRIPTION OF THE COMPANY'S BUSINESS:
------  ----------------------------------------

               Irving Capital, Corp. (the Company) was incorporated on September
               8, 1999 in the state of Delaware. The Company was formed in order
               to seek business opportunities and is currently a "shell" with no
               business operations. As of the date of these financial statements
               all of the Company's operations have been organizational in
               nature and as a result it must be considered in its developmental
               stage.

               The Company's current business plan is to seek out business
               opportunities and to pursue other related activities intended to
               enhance shareholder value. The Company will be seeking
               opportunities, which will probably be in the form of a merger
               with a foreign or domestic private issuer that wishes to become a
               reporting issuer. However, the Company will explore
               opportunities, which may take the form of a purchase, exchange of
               stock, or encompass entities such as a corporation, joint venture
               or partnership. This includes industries such as service,
               finance, natural resources, manufacturing, high technology,
               product development, medical, communications and others.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

               The Company's accounting policies are in accordance with
               generally accepted accounting principles. Outlined below are
               those policies considered significant.

(A) STATEMENT OF CASH FLOWS:

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

NOTE 3 - CAPITAL STOCK:

               As part of the Company's initial organization the Company was
               authorized to issue 10,000,000 shares of its $ .0001 par value
               common stock. Subsequent to its formation the Company entered
               into subscription agreements authorizing the issuance of
               5,000,000 shares of its $ .0001 par value common stock. The
               subscription agreements were completed on March 7, 2000 when the
               Company received payments for the shares.


                            COHEN & KAMENY CPA'S PLLC


                                                                             F-6