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

                                   Form 10-KSB

                   [ X ] ANNUAL REPORT PURSUANT TO SECTION 13
                         OF THE SECURITIES EXCHANGE ACT
                   For the Fiscal Year Ended December 31, 1998

                          Commission File No. 2-97360-A

                         Trition Acquisition Corporation
                     Formerly Triton Asset Management, Inc.
                 (Name of Small Business Issuer in its Charter)
<TABLE>

<S>                                <C>                                       <C>

Nevada                              211 West Wall, Midland, Texas 79701         59-2091510
(State or Other Jurisdiction       (Address of Principal Executive Office,   (I.R.S. Employer
of incorporation or organization)            including Zip Code)             Identification No.)

</TABLE>

                                 (915) 682-1761
              (Registrant's telephone number, including area code)

         Securities Registered under Section 12(b) of the Exchange Act:

  Title of Each Class                  Name of Each Exchange on which Registered
  -------------------                  -----------------------------------------
   None

       Securities Registered Under Section 12(g) of the Exchange Act: None

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

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  management'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 issuer's revenues for its most recent fiscal year:  $-0-.

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days: $-0-..

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date: as of December 31, 1998  7,950,000
shares were outstanding.

Transitional Small Business Disclosure Format:  Yes        No   X  

                                          


<PAGE>



                                     PART I

Item 1.  Description of Business.
---------------------------------

General

Vyquest  International  Capital,  Inc.  (the  Company's  former  name)  filed  a
registration  under The  Securities Act of 1933 on FORM S-18  (registration  No.
2-98138-A) with the Securities and Exchange  Commission with respect to a public
offering of its  securities.  The offering was completed on January 17, 1986 and
raised an  aggregate  of $150,000  ($137,113.50  net) from the sale of 1,500,000
units, consisting of one share of common stock and warrants,  priced at $.10 per
unit.

The Company was formed for the purpose of seeking and acquiring an interest in a
private business.

On February 9, 1987 there was a 1:20  reverse  split of the  outstanding  common
stock,  however, the authorized number of shares (100,000,000) and the par value
($.02) were not changed.  On February  17, 1987 the Company  changed its name to
Triton Asset Management Inc. On March 22, 1991 there was a change of control and
the  new  management  changed  the  corporate  name on May 7,  1991 to  Bio-Chem
Technology, Inc.

The corporate charter was revoked on August 13, 1993 by the State of Florida for
failure to file required documents and pay associated fees.

On September 19, 1997 the charter was  reinstated by the State of Florida and on
September 24, 1997 the name was changed back to Triton Asset Management, Inc.

On August 17, 1997 a stock  purchase  agreement was  completed  between the then
majority stockholder and Little and Company Investment  Securities with a change
in control being consummated on December 17, 1997.

Effective  December 28, 1998 the Company changed its state of incorporation from
Florida to Nevada, pursuant to a change-of-state-of-incorporation merger. In the
merger  transaction,  the Company's name changed from "Triton Asset  Management,
Inc." to "Triton Acquisition Corporation".

It is the intention of the new  management to arrange to bring its SEC reporting
to date in order that the Company might be  potentially  attractive to a private
business that might be interested in becoming a publicly-held  company,  without
the  expense and time delay  involved  in  distributing  its  securities  to the
public.

Proposed Business

         The  Company   intends  to  locate  and  combine   with  an   existing,
privately-held  company which is profitable or, in management's view, has growth
potential,  irrespective  of the industry in which it is engaged.  However,  the
Company does not intend to combine with a private company which may be deemed to
be an  investment  company  subject to the  Investment  Company  Act of 1940.  A
combination  may be  structured  as a  merger,  consolidation,  exchange  of the
Company's  common  stock for stock or assets or any other form which will result
in the combined enterprise's becoming a publicly-held corporation.

        ------------------------------------------------------------------------
        Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1998


<PAGE>


         Pending  negotiation  and  consummation  of a combination,  the Company
anticipates  that  it  will  have,  aside  from  carrying  on its  search  for a
combination partner, no business  activities,  and, thus, will have no source of
revenue.  Should  the  Company  incur  any  significant  liabilities  prior to a
combination  with  a  private  company,  it may  not be  able  to  satisfy  such
liabilities as are incurred.

If the Company's management pursues one or more combination opportunities beyond
the  preliminary  negotiations  stage and those  negotiations  are  subsequently
terminated,  it is  foreseeable  that such efforts  will  exhaust the  Company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated.  In that event,  the Company's common stock will
become  worthless  and  holders of the  Company's  common  stock will  receive a
nominal distribution, if any, upon the Company's liquidation and dissolution.

Combination Suitability Standards

In its pursuit for a combination  partner,  the Company's  management intends to
consider only  combination  candidates  which are profitable or, in management's
view, have growth potential.  The Company's management does not intend to pursue
any  combination  proposal  beyond the  preliminary  negotiation  stage with any
combination  candidate which does not furnish the Company with audited financial
statements  for at least its most  recent  fiscal year and  unaudited  financial
statements for interim periods  subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner.  The Company will, if necessary  funds are available,  engage  attorneys
and/or accountants in its efforts to investigate a combination  candidate and to
consummate a business  combination.  The Company may require  payment of fees by
such combination  candidate to fund the investigation of such candidate.  In the
event such a combination candidate is engaged in a high technology business, the
Company may also obtain  reports from  independent  organizations  of recognized
standing  covering the technology  being developed and/or used by the candidate.
The  Company's  limited  financial  resources may make the  acquisition  of such
reports  difficult  or even  impossible  to obtain  and,  thus,  there can be no
assurance  that the Company  will have  sufficient  funds to obtain such reports
when considering combination proposals or candidates.  To the extent the Company
is  unable to  obtain  the  advice or  reports  from  experts,  the risks of any
combined enterprise's being unsuccessful will be enhanced.  Furthermore,  to the
knowledge of the Company's officers and directors, neither the candidate nor any
of  its  directors,   executive  officers,  principal  shareholders  or  general
partners:

         (1)      will not have been convicted of securities  fraud, mail fraud,
                  tax  fraud,  embezzlement,  bribery,  or  a  similar  criminal
                  offense  involving  misappropriation  or theft of funds, or be
                  the subject of a pending investigation or indictment involving
                  any of those offenses;

         (2)      will  not  have  been  subject  to a  temporary  or  permanent
                  injunction   or   restraining   order  arising  from  unlawful
                  transactions  in securities,  whether as issuer,  underwriter,
                  broker,  dealer, or investment advisor,  may be the subject of
                  any pending  investigation or a defendant in a pending lawsuit
                  arising   from  or  based   upon   allegations   of   unlawful
                  transactions in securities; or

         (3)      will  not  have  been a  defendant  in a  civil  action  which
                  resulted  in a  final  judgement  against  it or him  awarding
                  damages or rescission  based upon unlawful  practices or sales
                  of securities.


        ------------------------------------------------------------------------
        Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1998


<PAGE>



The Company's  officers and directors will make these  determinations  by asking
pertinent  questions of the  management of prospective  combination  candidates.
Such persons will also ask pertinent  questions of others who may be involved in
the combination proceedings.  However, the officers and directors of the Company
will not generally take other steps to verify independently information obtained
in this manner which is favorable.  Unless  something  comes to their  attention
which  puts  them on  notice  of a  possible  disqualification  which  is  being
concealed  from them,  such persons will rely on  information  received from the
management of the prospective  combination  candidate and from others who may be
involved in the combination proceedings.

Item 2.  Description of Property.
---------------------------------

The Company has no properties.

Item 3.  Legal Proceedings.
---------------------------

The  Company  is not a party  to any  material  pending  nor is it  aware of any
threatened legal proceeding.

Item 4.  Submission of Matters to a Vote of Security Holders.
-------------------------------------------------------------

The annual meeting of shareholders of the Company was held June 10, 1998. At the
annual meeting,  the shareholders  elected the current board of directors of the
Company,  ratified the appointment of the Company's current  independent auditor
and  approved a  change-of-state-of-incorporation  merger,  whereby  the Company
changed its state of incorporation from Florida to Nevada.

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.
------------------------------------------------------------------

Market Information

The stock trades  over-the-counter on the OTC Bulletin Board. There have been no
trades reported within the last year.

As of  December  31,  1998,  there were 625  holders on record of the  Company's
common stock holding a total of 7,950,000 shares.

Dividend Policy

The Company has never paid any  dividends  on its common stock and does not have
any current plan to pay any dividends in the foreseeable future.








        ------------------------------------------------------------------------
        Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1998


<PAGE>



Item 6.  Management's Discussion and Analysis of Financial
         Condition and Plan of Operation.
         -------------------------------------------------

Discussion of Financial Condition

The Company  currently has no revenues,  no operations  and owns no assets.  The
Company  will  remain  illiquid  until  such  time  as  a  business  combination
transaction  occurs, if ever. No prediction of the future financial condition of
the Company can be made.


Plan of Business

         General.  The Company  intends to locate and combine  with an existing,
privately-held  company which is profitable or, in management's view, has growth
potential,  irrespective  of the industry in which it is engaged.  However,  the
Company does not intend to combine with a private company which may be deemed to
be an  investment  company  subject to the  Investment  Company  Act of 1940.  A
combination  may be  structured  as a  merger,  consolidation,  exchange  of the
Company's  common  stock for stock or assets or any other form which will result
in the combined enterprise's becoming a publicly-held corporation.

Pending  negotiation and consummation of a combination,  the Company anticipates
that it will have, aside from carrying on its search for a combination  partner,
no business  activities,  and, thus, will have no source of revenue.  Should the
Company incur any significant  liabilities prior to a combination with a private
company, it may not be able to satisfy such liabilities as are incurred.

If the Company's management pursues one or more combination opportunities beyond
the  preliminary  negotiations  stage and those  negotiations  are  subsequently
terminated,  it is  foreseeable  that such efforts  will  exhaust the  Company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated.  In that event,  the Company's common stock will
become  worthless  and  holders of the  Company's  common  stock will  receive a
nominal distribution, if any, upon the Company's liquidation and dissolution.

Combination Suitability Standards. In its pursuit for a combination partner, the
Company's  management intends to consider only combination  candidates which are
profitable  or, in  management's  view,  have growth  potential.  The  Company's
management  does not  intend to  pursue  any  combination  proposal  beyond  the
preliminary  negotiation  stage with any  combination  candidate  which does not
furnish the Company  with  audited  financial  statements  for at least its most
recent  fiscal year and  unaudited  financial  statements  for  interim  periods
subsequent to the date of such audited financial statements, or is in a position
to provide such financial  statements in a timely  manner.  The Company will, if
necessary  funds are  available,  engage  attorneys  and/or  accountants  in its
efforts to  investigate  a  combination  candidate  and to consummate a business
combination.  The  Company  may  require  payment  of fees  by such  combination
candidate  to fund the  investigation  of such  candidate.  In the event  such a
combination candidate is engaged in a high technology business,  the Company may
also obtain  reports  from  independent  organizations  of  recognized  standing
covering  the  technology  being  developed  and/or used by the  candidate.  The
Company's limited  financial  resources may make the acquisition of such reports
difficult or even impossible to obtain and, thus, there can be no assurance that
the Company will have sufficient  funds to obtain such reports when  considering
combination proposals or candidates. To the extent the Company is unable

        ------------------------------------------------------------------------
        Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1998


<PAGE>



to obtain  the  advice  or  reports  from  experts,  the  risks of any  combined
enterprise's being unsuccessful will be enhanced.  Furthermore, to the knowledge
of the Company's  officers and  directors,  neither the candidate nor any of its
directors, executive officers, principal shareholders or general partners:

         (1)      will not have been convicted of securities  fraud, mail fraud,
                  tax  fraud,  embezzlement,  bribery,  or  a  similar  criminal
                  offense  involving  misappropriation  or theft of funds, or be
                  the subject of a pending investigation or indictment involving
                  any of those offenses;

         (2)      will  not  have  been  subject  to a  temporary  or  permanent
                  injunction   or   restraining   order  arising  from  unlawful
                  transactions  in securities,  whether as issuer,  underwriter,
                  broker,  dealer, or investment advisor,  may be the subject of
                  any pending  investigation or a defendant in a pending lawsuit
                  arising   from  or  based   upon   allegations   of   unlawful
                  transactions in securities; or

         (3)      will  not  have  been a  defendant  in a  civil  action  which
                  resulted  in a  final  judgement  against  it or him  awarding
                  damages or rescission  based upon unlawful  practices or sales
                  of securities.

The Company's  officers and directors will make these  determinations  by asking
pertinent  questions of the  management of prospective  combination  candidates.
Such persons will also ask pertinent  questions of others who may be involved in
the combination proceedings.  However, the officers and directors of the Company
will not generally take other steps to verify independently information obtained
in this manner which is favorable.  Unless  something  comes to their  attention
which  puts  them on  notice  of a  possible  disqualification  which  is  being
concealed  from them,  such persons will rely on  information  received from the
management of the prospective  combination  candidate and from others who may be
involved in the combination proceedings.



Item 7.  Financial Statements.
------------------------------

The required financial statements are included in this document starting at page
F-1.



Item 8.  Changes in and Disagreements with Accountants 
         on Accounting and Financial Disclosures.
         ---------------------------------------------

None















<PAGE>

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance With Section 16(a) of the Exchange Act.
         -------------------------------------------------------------

The following table sets forth the officers and directors of the Company

Name                       Positions                        Age
----                       ---------                        ---

Glenn A. Little            President                        45

Matthew Blair              Secretary and Director           42



Set forth below is a description of the  backgrounds of each of the officers and
directors of the Company.

Glenn A.  Little,  is a  graduate  of The  University  of  Florida,  Gainesville
(Bachelor  of Science in  Business  Administration)  and the  American  Graduate
School of International  Management  (Master  International  Management) and has
been the  principal  of Little and  Company  Investment  Securities  (LITCO),  a
Securities  Broker/Dealer with offices in Midland,  Texas since 1979. Mr. Little
currently   serves  as  an  officer  and  director  of  other  inactive   public
corporations having the same business purpose as the Company.

Before founding LITCO Mr. Little was a stockbroker with Howard,  Weil, Labouisse
Friedrich in New Orleans and Midland and worked for the First  National  Bank of
Commerce in New Orleans, Louisiana.


Matthew Blair was formerly a solo  practitioner of law in Midland,  Texas and is
presently  a Title IV-D  Master in Midland  County  Texas.  Before  opening  his
practice  he served in the Legal  Department  of the Federal  Deposit  Insurance
Corporation  (FDIC),  Midland,  Texas  where he  gained  exposure  to  corporate
structures and debt workouts.  His employment  before the FDIC  appointment  was
with Texas American Energy and Exxon Corporation.  Mr. Blair received a Bachelor
of Arts in  Government  from The  University of Texas at Austin (1975) and Juris
Doctor from Texas Tech University  School of Law (1979). He is licensed in every
state court in Texas,  United  States  District  Court (Texas) and in The United
States Supreme Court.

Item 10.  Executive Compensation.

The Company's  management is not currently  compensated for services provided to
the  Company,  and no  compensation  has been accrued and none is expected to be
accrued in the future.











<PAGE>



Item 11.  Security Ownership of Certain Beneficial Owners and Management.
-------------------------------------------------------------------------

The  following  table set forth the names and  addresses  of each of the persons
known by the Company to own  beneficially 10% or more of the common stock of the
Company,  as well as the common  stock  ownership  of each of the  officers  and
directors of the Company.

Name and Address              Number of Shares Owned               Percentage of
Ownership (1)

Glenn A. Little                 7,699,998                           96.85%

Matthew Blair                   0                                   0

1. Based on 7,950,000


Item 12.  Certain Relationships and Related Transactions.
---------------------------------------------------------

The  Company's  President,  Glenn A. Little,  has agreed to provide funds to the
Company  sufficient  to cover  Company  expenses  relating  to its SEC  periodic
reporting and other minor corporate expenses.

Item 13.  Exhibits and Reports on Form 8-K.
-------------------------------------------

Exhibits

     2.1  Agreement of Merger and Plan of  Reorganization  between  Triton Asset
          Management,   Inc.,  a  Florida  corporation  and  Triton  Acquisition
          Corporation, a Nevada corporation

     3.1  Articles of Incorporations of Triton Acquisition Corporation, as filed
          with the Secretary of State of Nevada

     3.2  Bylaws of Triton Acquisition Corporation

     3.3  Articles of Merger of Foreign and Domestic Corporations, as filed with
          the Secretary of State of Nevada

     3.4  Articles of merger of Foreign and Domestic  Corporations as filed with
          the Secretary of State of Florida


Reports on Form 8-K

Subsequent  to December  31,  1999,  on February  9, 1999,  the Company  filed a
Current  Report on Form 8-K wherein the Company  reported its change of state of
incorporation  from Florida to Nevada,  and attendant  change in corporate name,
from "Triton Asset Management" to "Triton Acquisition Corporation".








<PAGE>


                                   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.

Dated: February 8, 1999


Triton Asset Management, Inc.


         
By: /s/ Glenn A. Little
        ---------------
        Glenn A. Little
        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.




        
      /s/ Glenn A. Little                                  February 8, 1999
          ----------------
          Glenn A. Little
          President, (Chief Executive Officer and
          Principal Financial Officer) and Director

        
      /s/ Matthew Blair                                    February 8, 1999
          -------------
          Matthew Blair
          Secretary and Director



<PAGE>


                         TRITON ACQUISITION CORPORATION
                    (formerly Triton Asset Management, Inc.)

                                    CONTENTS


                                                                      Page

Report of Independent Certified Public Accountants                     F-2

Financial Statements

   Balance Sheets as of December 31, 1998 and 1997                     F-3

   Statements of Operations
     for the years ended December 31, 1998 and 1997                    F-4

   Statement of Changes in Shareholders' Equity
     for the years ended December 31, 1998 and 1997                    F-5

   Statements of Cash Flows
     for the years ended December 31, 1998 and 1997                    F-6

   Notes to Financial Statements                                       F-7









                                                                             F-1

<PAGE>


S. W. HATFIELD, CPA
certified public accountant

Member:    American Institute of Certified Public Accountants
               SEC Practice Section
               Information Technology Section
           Texas Society of Certified Public Accountants



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Board of Directors and Stockholders
Triton Acquisition Corporation
   (formerly Triton Asset Management, Inc.)

We  have  audited  the  accompanying   balance  sheets  of  Triton   Acquisition
Corporation  (formerly Triton Asset Management,  Inc.) (a Nevada corporation) as
of December 31, 1998 and 1997 and the related statements of operations,  changes
in shareholders'  equity and cash flows for each of the years then ended.  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 Triton Acquisition  Corporation
(formerly Triton Asset  Management,  Inc.) as of December 31, 1998 and 1997, and
the  results  of its  operations  and its cash  flows for each of the years then
ended, in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note A to the
financial  statements,  the Company is in the development stage and is dependent
upon significant  shareholders to provide sufficient working capital to maintain
the integrity of the corporate entity.  These  circumstances  create substantial
doubt  about the  Company's  ability  to  continue  as a going  concern  and are
discussed in Note A. The  financial  statements  do not contain any  adjustments
that might result from the outcome of these uncertainties.




                                                             S. W. HATFIELD, CPA
Dallas, Texas
January 26, 1999

                      Use our past to assist your future sm

P. O. Box 820395                               9002 Green Oaks Circle, 2nd Floor
Dallas, Texas  75382-0395                               Dallas, Texas 75243-7212
214-342-9635 (voice)                                          (fax) 214-342-9601
800-244-0639                                                      SWHCPA@aol.com

<PAGE>


<TABLE>

<CAPTION>

                         TRITON ACQUISITION CORPORATION
                    (formerly Triton Asset Management, Inc.)
                                 BALANCE SHEETS
                           December 31, 1998 and 1997


                                                               1998         1997     
                                                             ---------    ---------
<S>                                                          <C>          <C>

                                     ASSETS

Current assets                                               $    --      $    --
                                                             ---------    ---------

Other assets
   Organization costs, net of accumulated
     amortization of $6,137, respectively                         --           --
                                                             ---------    ---------

Total Assets                                                 $    --      $    --
                                                             =========    =========



                      LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
   Current liabilities
     Accounts payable - trade                                $   4,451    $   3,820
     Advances from stockholders                                  1,000        1,000
                                                             ---------    ---------

     Total Liabilities                                           5,451        3,820
                                                             ---------    ---------


Shareholders' Equity Common stock - $0.02 par value 
     100,000,000 shares authorized 
     7,950,000 shares issued and outstanding                   159,000      159,000
   Additional paid-in capital                                  277,114      277,144
   Accumulated deficit                                        (441,565)    (439,934)
                                                             ---------    ---------

     Total Shareholder's Equity                                 (5,451)      (3,820)
                                                             ---------    ---------

Total Liabilities and Shareholders' Equity                   $    --      $    --
                                                             =========    =========

</TABLE>


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

                                                                             F-3

<PAGE>



                         TRITON ACQUISITION CORPORATION
                    (formerly Triton Asset Management, Inc.)
                            STATEMENTS OF OPERATIONS
                     Years ended December 31, 1998 and 1997


                                                       1998          1997     
                                                    ----------   ----------

Revenues                                            $     --     $      --
                                                    ----------   -----------


Expenses
   General and administrative expenses                   1,631           970
                                                    ----------   -----------


Net Loss                                            $   (1,631)  $      (970)
                                                    ==========   ===========


Net loss per weighted-average share
   of common stock outstanding, basic and diluted          nil           nil
                                                    ==========   ===========

Weighted-average number of shares
   of common stock outstanding                       7,950,000     7,950,000
                                                    ==========   ===========



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

<PAGE>

<TABLE>

<CAPTION>

                         TRITON ACQUISITION CORPORATION
                    (formerly Triton Asset Management, Inc.)
                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                     Years ended December 31, 1998 and 1997


                                                        Additional
                                   Common Stock          paid-in   Accumulated
                                 Shares      Amount      capital     deficit       Total    
                                ---------   ---------   ---------   ---------    --------- 
<S>                             <C>         <C>         <C>         <C>          <C>                   
Balances at January 1, 1997     7,950,000   $ 159,000   $ 277,114   $(438,964)   $  (2,850)

Net loss for the year                --          --          --          (970)        (970)
                                ---------   ---------   ---------   ---------    ---------

Balances at December 31, 1997   7,950,000     159,000     277,114    (439,934)      (3,820)

Net loss for the year                --          --          --        (1,631)      (1,631)
                                ---------   ---------   ---------   ---------    ---------

Balances at December 31, 1998   7,950,000   $ 159,000   $ 277,114   $(441,565)   $  (5,451)
                                =========   =========   =========   =========    =========

</TABLE>


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















                                                                             F-5

<PAGE>



                         TRITON ACQUISITION CORPORATION
                    (formerly Triton Asset Management, Inc.)
                            STATEMENTS OF CASH FLOWS
                     Years ended December 31, 1998 and 1997


                                                     1998        1997     
                                                    -------    -------  
Cash Flows from Operating Activities
   Net loss for the period                          $(1,631)   $  (970)
   Adjustments to reconcile net loss
     to net cash provided by operating activities
       Increase in accounts payable - trade             631        970
                                                    -------    -------

   Net cash used in operating activities             (1,000)      --
                                                    -------    -------


Cash Flows from Investing Activities                   --         --
                                                    -------    -------


Cash Flows from Financing Activities
   Advances from controlling shareholder              1,000       --
                                                    -------    -------

   Net cash provided by financing activities          1,000       --
                                                    -------    -------


Increase (Decrease) in Cash                            --         --

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

Cash at end of period                               $  --      $  --
                                                    =======    =======


Supplemental Disclosure of
   Interest and Income Taxes Paid

     Interest paid for the year                     $  --      $  --
                                                    =======    =======
     Income taxes paid for the year                 $  --      $  --
                                                    =======    =======


The accompanying notes are an integral part of these financial statements.
                                                                             F-6

<PAGE>


                         TRITON ACQUISITION CORPORATION
                    (formerly Triton Asset Management, Inc.)

                          NOTES TO FINANCIAL STATEMENTS


Note A - Organization and Description of Business

Triton  Acquisition   Corporation  (formerly  Triton  Asset  Management,   Inc.)
(Company)  was  originally  incorporated  on March 4, 1985 under the laws of the
State of Florida as Vyquest  International  Capital, Inc. The Company was formed
for the  purpose of  seeking,  investigating,  and if  warranted,  acquiring  an
interest in or merging with a suitable on-going business entity.

In 1989, the Company changed its corporate name to Triton Asset Management, Inc.
In  1991,  concurrent  with a  pending  transaction,  the  Company  changed  its
corporate name to Bio-Chem  Technology,  Inc. This pending  transaction  did not
consummate and, in 1993, the Company failed to file the required reports and pay
the  requisite  fees to the  State of  Florida  and its  corporate  charter  was
revoked.  In September  1997, the Company  reinstated its corporate  charter and
changed its corporate name back to Triton Asset Management, Inc.

On December  28,  1998,  the Company  changed  its State of  Incorporation  from
Florida  to  Nevada  by  means of a merger  with  and  into  Triton  Acquisition
Corporation, a Nevada corporation formed solely for the purpose of effecting the
reincorporation.  The  Articles  of  Incorporation  and  Bylaws  of  the  Nevada
corporation  are the  Articles  of  Incorporation  and  Bylaws of the  surviving
corporation. Such Articles of Incorporation did not change the capital structure
of the  Company  and the  corporate  name  was  effectively  changed  to  Triton
Acquisition Corporation.

Effective  January 17, 1986, the Company  completed the registration and sale of
1,500,000  units  consisting  of common stock and warrants at $0.10 per share on
Form S-18 as filed with the US Securities and Exchange Commission. This offering
generated  approximately  $137,114 in initial net proceeds to the Company and an
additional  approximate  $149,000 in 1987 upon the  exercise of the  outstanding
warrants.

From inception, the Company has been engaged solely in seeking a suitable merger
or  acquisition  candidate.  Accordingly,  the Company is fully  dependent  upon
management and/or significant shareholders to provide sufficient working capital
to preserve the integrity of the corporate  entity during this phase.  It is the
intent of management and significant  shareholders to provide sufficient working
capital necessary to support and preserve the integrity of the corporate entity.

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


Note B - Summary of Significant Accounting Policies

1.   Cash and cash equivalents

     For  Statement of Cash Flows  purposes,  the Company  considers all cash on
     hand  and  in  banks,  certificates  of  deposit  and  other  highly-liquid
     investments with maturities of three months or less, when purchased,  to be
     cash and cash equivalents.


                                                                             F-7

<PAGE>


                         TRITON ACQUISITION CORPORATION
                    (formerly Triton Asset Management, Inc.)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


Note B - Summary of Significant Accounting Policies

2.   Organization costs

     Organization  costs  were  amortized  over a five  year  period  using  the
straight-line method.

3.   Loss per share

     Loss per  share of common  stock is  computed  using  the  weighted-average
     number of shares outstanding during each respective period presented. As of
     December 31, 1998 and 1997,  respectively,  the Company has no  outstanding
     stock warrants, options or convertible securities which could be considered
     as dilutive for purposes of the loss per share calculation.



                                                                             F-8