<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB
                                   -----------

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 1999

                         Commission File Number 2-29987

                          UPWARD TECHNOLOGY CORPORATION
             (Exact name of registrant as specified in its charter)

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

            New York                                       11-1714403
            --------                                       ----------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

    301 City Avenue, Bala Cynwyd, PA                          19004
    --------------------------------                          -----
(Address of principal executive offices)                    (Zip Code)

         Registrant's telephone number, including area code:  (215) 667-8225

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

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

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes __ No__ [X]__

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

Revenues for the most recent fiscal year were $19,885.

As of March 31, 2000, the aggregate market value of the voting stock held by
non-affiliates of the registrant, based upon the average bid and asked prices of
such stock on that date was $500,000. Shares of Common Stock held by each
officer and director and by each person who owns 10% or more of the outstanding
Common Stock have been excluded in that such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily conclusive
and does not constitute an admission of affiliate status.

As of March 31, 2000, there were issued and outstanding 8,100,000 shares of the
registrant's Common Stock, par value $.02 per share.




<PAGE>

                                     PART I

ITEM 1- BUSINESS

         Upward Technology Corporation (the "Company"), was originally
incorporated under the laws of the State of New York in 1953 and was formerly
known as Marks Polarized Corporation. In May, 1989, the Company sold its
remaining operating assets, suspended all operations, except for necessary
administrative matters and ceased to be an operating company.

         In February, 1992 the Company consummated an agreement with Beverly
Hills Bancorp ("BHB") wherein BHB acquired a controlling interest in the
Company. In April, 1996, BHB sold its entire interest in the Company (4,100,000
shares of the Company's Common Stock), to Messrs. Albert M. Zlotnick and Irving
I. Lassoff. In January, 1998, Mr. Lassoff sold an aggregate of 2,050,000 shares
of the Company's Common Stock, representing Mr. Lassoff's entire interest in the
Company, to Albert M. Zlotnick.

         The Company currently has no full time employees. Its Chairman,
President and Chief Executive Officer is Albert M. Zlotnick. Ms. Felice Bravato
serves as the Company's Secretary.

         The Company is currently seeking merger or acquisition partners so as
to best utilize the Company's cash and corporate structure.

ITEM 2 - PROPERTY

         The Company presently maintains its corporate and administrative
offices at 301 City Avenue, Bala Cynwyd, PA. The Company utilizes a portion of
the premises occupied by Davic Associates, an investment firm owned by Albert M.
Zlotnick. Due to the curtailed nature of the Company's operations, Davic
Associates has, until further notice, waived the payment of rent by the Company.
No rent was paid in the fiscal years ended December 31, 1999 and 1998.

ITEM 3 - LEGAL PROCEEDINGS

         As of March 31, 2000, the Company is not a party to any material legal
proceedings.

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

         No matters were submitted to a vote of security holders by the Company
during the fourth quarter of the fiscal year covered by this report.


                                     PART II


ITEM 5 - MARKET OF THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY
         HOLDERS MATTERS

         The Company's Common Stock, par value $.02 per share, is traded in the
over-the counter market.

         The following table sets forth the range of high and low closing bid
prices for the Company's Common Stock for the periods indicated as reported by
the National Quotation Bureau, Inc. These prices represent quotations between
dealers, do not include retail markups, markdowns or commissions, and do not
necessarily represent actual transactions.

                                      -2-
<PAGE>

         Calendar Years                            Bid Price
                                            Low               High
                                            ---               ----
1999:      First Quarter                    $.004             $.4063
           Second Quarter                   $.0313            $.0850
           Third Quarter                    $.04              $.0600
           Fourth Quarter                   $.041             $.0545

                                                   Bid Price
                                            Low               High
                                            ---               ----
1998:      First Quarter                    $.02              $.03
           Second Quarter                   $.02              $.02
           Third Quarter                    $.02              $.04
           Fourth Quarter                   $.004             $.02


         As of March 31, 2000, the National Quotation Bureau, Inc. reported that
the closing bid and asked prices on the Company's Common Stock were $.11 and
$.14, respectively.

         As of March 31, 2000, the Company's Common Stock, $.02 par value, was
held of record by approximately 690 record holders, including several brokers in
their names for their customers' accounts.

         Holders of the Company's Common Stock are entitled to receive dividends
as and when they may be declared by the Company's Board of Directors. The
Company has not paid any cash dividends on its Common Stock since its inception,
and by reason of its present financial condition and contemplated financial
requirements, does not anticipate paying any cash dividends upon such stock in
the foreseeable future.

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

General

           In May 1989, the Company suspended all operations except for
necessary administrative matters and ceased to be an operating company. As such,
for the fiscal year ended December 31, 1999 and 1998, the Company had no
revenues from operations. Given the virtual suspension of the Company's
operations except for necessary administrative matters, the Company's officers
have waived further compensation.

Results of Operations

           During the year ended December 31, 1999 ("Fiscal 99"), the Company
earned interest of $8,885 as compared to $9,151 of interest earned in the year
ended December 31, 1998 ("Fiscal 98"), a decrease of $266. The Company earned
other income of $11,000 in Fiscal 99 for reimbursement of professional fees
associated with a potential merger. During Fiscal 99, the Company incurred
general and administrative expenses of $21,045 as compared to $8,373 for Fiscal
98, an increase of $12,672 of which $11,000 of the increase was incurred for
professional fees associated with a potential merger.

                                      -3-

<PAGE>

Liquidity and Capital Resources

           During Fiscal 99, the Company satisfied its working capital needs
from cash on hand at the beginning of the year and cash generated from interest
income during the year. As of December 31, 1999, the Company had working capital
of $195,589. This working capital is expected to be sufficient to provide the
Company with sufficient capital while it seeks a merger, acquisition or other
arrangement by and between the Company and a viable operating entity, although
there is no assurance that this will occur.




                                      -4-

<PAGE>


Market Risk

         The Company's market risk includes the potential decrease in interest
earned on its cash and cash equivalents arising from a decline in interest
rates.

Forward-Looking Statements

         The Company desires to take advantage of the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995 and is making this
cautionary statement in connection with such safe harbor legislation. This Form
10-KSB, and the Annual Report to Shareholders, Form 10-QSB or Form 8-K of the
Company or any other written or oral statements made by or on behalf of the
Company may include forward-looking statements which reflect the Company's
current views with respect to future events and financial performance. The words
"believe," "expect," "anticipate," "intends," "estimate," "forecast," "project,"
"should" and similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Report Act
of 1995. All forecasts and projections in this Form 10-KSB are "forward-looking
statements," and are based on management's current expectations of the Company's
near-term results, based on current information available pertaining to the
Company, including the risk factors noted below.

         The Company wishes to caution investors that any forward looking
statements made by or on behalf of the Company are subject to uncertainties and
other factors that could cause actual results to differ materially from such
statements. These uncertainties and other risk factors include, but are not
limited to: changing economic and political conditions in the United States and
in other countries, changes in governmental spending and budgetary policies,
governmental laws and regulations surrounding various matters such as
environmental remediation, contract pricing and international trading
restrictions, customer product acceptance and continued access to capital
markets and foreign currency risks. The Company wishes to caution investors that
other factors may, in the future, prove to be important in affecting the
Company's results of operations. New factors emerge from time to time and it is
not possible for management to predict all such factors, nor can it assess the
impact of each such factor on the business or the extent to which any factor, or
a combination of factors, may cause actual results to differ materially from
those contained in any forward-looking statements.

         Investors are further cautioned not to place undue reliance on such
forward-looking statements as they speak only to the Company's views as of the
date the statement is made. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

ITEM  7 - FINANCIAL STATEMENTS

         The Financial Statements of Upward Technology, Inc. for the years ended
December 31, 1999 and 1998 are included as part of this report following the
signature page of this report:

         Cover page                                          F-1
         Independent Auditor's Report
           (Margolis & Company P.C.)                         F-3
         Balance sheet                                       F-4
         Statement of operations                             F-5
         Statement of shareholders' equity                   F-6
         Statement of cash flows                             F-7
         Notes to financial statements for the
           years ended December 31, 1999 and 1998            F-8 & F-9


                                      -5-

<PAGE>

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

         The Company has had no disagreements with its independent accountants
during the Company's most recent fiscal years.

                                    PART III

ITEM 9 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT; COMPLIANCE WITH
         SECTION 16(a) OF THE EXCHANGE ACT

         The executive officers and directors of the Company are as follows:

         Name            Age                          Position
         ----            ---                          --------
Albert M. Zlotnick       75     Chairman, President and Chief Executive Officer
Felice Bravato           40     Secretary

         Albert M. Zlotnick has served as the Company's Chairman and Chief
Executive Officer since March 1992. Due to the curtailed nature of the Company's
business activities, Mr. Zlotnick does not devote full time to the affairs of
the Company. Mr. Zlotnick's primary occupation is as a private investor and
financial consultant. Mr. Zlotnick currently serves as the Chairman of the Board
of Directors of the following publicly traded companies: P.H.C Inc., Bala Cynwyd
Corporation, Robin Industries, Inc., Electronic Data Controls Corp. and
Convention Centers, Inc. He also serves as a director of Comprehensive Holding
Corporation, S.A. of Geneva, Switzerland.

         Felice Bravato has served as Secretary to the Corporation for the past
four years. She has worked for Davic Financial Services as an Administrative
Assistant for the past nine years and is involved in all facets of the business.

         The Company's By-Laws provide for the election of directors at the
annual meeting of shareholders, such directors to hold office until the next
annual meeting and until their successors are duly elected and qualified. The
By-Laws also provide that the annual meeting of shareholders be held each year
at such time, date and place as the Board of Directors shall determine by
resolution. Directors may be removed at any time for cause by the Board of
Directors and with or without cause by a majority of the votes cast by the
shareholders entitled to vote for the election of directors.

         Officers will normally be elected at the annual meeting of the Board of
Directors held immediately following the annual meeting of shareholders, to hold
office for the term for which elected and until their successors are duly
elected and qualified. Officers may be removed by the Board of Directors at any
time with or without cause.

ITEM 10 - EXECUTIVE COMPENSATION

         Due to the reduced level of the Company's operations, no salary has
been paid to any of the Company's executive officers during the fiscal years
ended December 31, 1999 and 1998. During Fiscal 98, the Company accrued a
management fee payable in the amount of $5,000 to its president and principle
shareholder for his administrative services in maintaining the corporate books
and records and in investigating possible merger and acquisition candidates for
the Company. There were no management fees accrued or paid for during the year
ended December 31, 1999.

         The Company does not presently have any option, bonus, retirement or
profit sharing plan.

         The Company has not paid and does not presently propose to pay any
director for acting in such capacity compensation, except for nominal sums for
attending Board of Directors meetings and reimbursement for reasonable expenses
in attending those meetings.

                                      -6-
<PAGE>


ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information regarding beneficial
ownership of Common Stock as of March 31, 2000 by (I) each person or entity
known by the Company to own beneficially 5% or more of its outstanding Common
Stock, (ii) each director, and (iii) each executive officer, and (iv) all
directors and executive officers of the Company as a whole. Except as otherwise
noted below, the listed beneficial owner has sole voting and investment power
with respect to such shares and the address of the listed beneficial owner is
that of the Company.

NAME AND ADDRESS              NO. OF SHARES OWNED            PERCENT OF CLASS
----------------              -------------------            ----------------

Albert M. Zlotnick                 4,100,000                      50.6%

All directors and executive
 officers as a group               4,100,000                      50.6%


ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The Company utilizes a portion of the premises occupied by Davic
Associates, with which Mr. Zlotnick is a principal. Due to the curtailed nature
of the Company's operations Davic Associates has, until further notice, waived
the payment of rent by the Company.

ITEM 13 - EXHIBITS, REPORTS ON FORM 8-K AND FINANCIAL STATEMENTS

         (a) Exhibits:

         The following Exhibits are filed as part of this report. Where such
filing is made by incorporation by reference (I/B/R), reference is made to
Commission file number 2-29987 unless another statement or report is identified
in parentheses.

Exhibit No.                         Description
-----------                         -----------
    3A            Articles of Incorporation of Registrant              I/B/R
    3B            By - Laws of Registrant                              I/B/R

         (b) Reports on Form 8-K

         No reports on Form 8-K were filed by the Company during the fourth
quarter of the year ended December 31, 1999.

         (c) Financial Statements

         The financial statements and related notes of the Company begin on page
F-1 in the appendix. The report of the independent certified public accountants
on the Company's financial statements is on page F-3 in the appendix.

                                      -7-

<PAGE>



                                   SIGNATURES

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



                            UPWARD TECHNOLOGY CORPORATION



                            By:/s/Albert M. Zlotnick
                               ------------------------------------------
                               ALBERT M. ZLOTNICK, Chairman
                               and Chief Executive Officer
                               Dated: March 31, 2000


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

         Signature                         Title                     Date
         ---------                         -----                     ----

/s/ Albert M. Zlotnick       Chairman, Secretary,              March 31, 2000
----------------------       Chief Executive Officer
ALBERT M. ZLOTNICK           (Principal Executive Officer and
                             Principal Accounting Officer)




                                      -8-

<PAGE>









                            UPWARD TECHNOLOGY, INC.

                              FINANCIAL STATEMENTS

                              FOR THE YEARS ENDED
                           DECEMBER 31, 1999 AND 1998







                                      F-1



<PAGE>




                            UPWARD TECHNOLOGY, INC.

                               TABLE OF CONTENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------


                                                          PAGE
                                                         NUMBER
                                                         ------

Independent Auditor's Report                               F-3

Financial Statements:
  Balance sheet                                            F-4
  Operations                                               F-5
  Shareholders' equity                                     F-6
  Cash flows                                               F-7
  Notes to financial statements                         F-8 & F-9




                                      F-2


<PAGE>

                          INDEPENDENT AUDITOR'S REPORT




To the Board of Directors
Upward Technology, Inc.
Bala Cynwyd, Pennsylvania

We have audited the accompanying balance sheet of Upward Technology, Inc. as of
December 31, 1999 and 1998, and the related statements of operations,
shareholders' equity and cash flows for 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 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 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 Upward Technology, Inc. as of
December 31, 1999 and 1998, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.






                                                 Certified Public Accountants


Bala Cynwyd, PA
February 18, 2000

                                       F-3

<PAGE>



                             UPWARD TECHNOLOGY, INC.

                                  BALANCE SHEET
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                   DECEMBER 31,
                                                              1999              1998
                                                           -----------       -----------
<S>                                                       <C>                <C>
                                           ASSETS

Cash and cash equivalents                                  $   200,938       $   203,167
Prepaid expenses                                                     -               422
                                                           -----------       -----------
                                                           $   200,938       $   203,589
                                                           ===========       ===========

                           LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
   Accrued expenses                                        $       349       $     1,840
   Due to shareholder                                            5,000             5,000
                                                           -----------       -----------
                                                                 5,349             6,840
                                                           -----------       -----------
Shareholders' equity:
   Common stock, $.02 par value; 24,000,000 shares
     authorized, 8,100,000 shares issued
     and outstanding                                           162,000           162,000
   Additional paid-in capital                                1,983,208         1,983,208
   Accumulated deficit                                      (1,949,619)       (1,948,459)
                                                           -----------       -----------
           Total shareholders' equity                          195,589           196,749
                                                           -----------       -----------
                                                           $   200,938       $   203,589
                                                           ===========       ===========

</TABLE>









The notes to financial statements are an integral part of the above statement.

                                       F-4

<PAGE>



                             UPWARD TECHNOLOGY, INC.

                             STATEMENT OF OPERATIONS
--------------------------------------------------------------------------------


                                                            YEAR ENDED
                                                           DECEMBER 31,
                                                     1999               1998
                                                    -------            -----
Revenues:
   Interest income                                  $ 8 885            $9,151
   Other income                                      11,000                 -
                                                   --------            ------
Total revenues                                       19,885             9,151
                                                   --------            ------
General and administrative expenses                  21,045             8,373
                                                   --------            ------
Net income (loss)                                  ($ 1,160)           $  778
                                                   ========            ======
Net income (loss) per share, basic and diluted     ($     -)           $    -
                                                   ========            ======

















The notes to financial statements are an integral part of the above statement.

                                       F-5

<PAGE>



                             UPWARD TECHNOLOGY, INC.

                        STATEMENT OF SHAREHOLDERS' EQUITY
--------------------------------------------------------------------------------


                                                               ADDITIONAL
                                  COMMON        PAID-IN        ACCUMULATED
                                  STOCK         CAPITAL          DEFICIT
                                ----------    ------------    -------------


Balance, December 31, 1997        $162,000     $1,983,208      ($1,949,237)

Net income for year ended
   December 31, 1998                                                   778
                                  --------     ----------      -----------
Balance, December 31, 1998         162,000      1,983,208       (1,948,459)

Net (loss) for year ended
   December 31, 1999                                                (1,160)
                                  --------     ----------      -----------
Balance, December 31, 1999        $162,000     $1,983,208      ($1,949,619)
                                  ========     ==========      ===========







The notes to financial statements are an integral part of the above statement.

                                       F-6

<PAGE>



                             UPWARD TECHNOLOGY, INC.

                             STATEMENT OF CASH FLOWS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                       YEAR ENDED
                                                                       DECEMBER 31,
                                                                 1999               1998
                                                               --------           ------
<S>                                                            <C>              <C>
                                INCREASE (DECREASE) IN CASH

Cash flows from operating activities:
   Net income (loss)                                            ($1,160)         $    778
   Decrease in operating assets:
     Decrease in prepaid expense                                    422                 -
   (Decrease) in operating liabilities:
     (Decrease) in accrued expenses                              (1,491)           (2,890)
                                                               --------          --------
           Net cash (used in) operating activities               (2,229)           (2,112)
                                                               --------          --------
Cash flows from investing activities:
   Investment in bonds                                         (180,000)                -
   Proceeds from redemption of bonds                            180,000                 -
                                                               --------          --------
           Net cash provided by  (used in)
              investing activities                                    -                 -
                                                               --------          --------
Cash flows from financing activities:
   Advance from shareholder                                           -             5,000
                                                               --------          --------
           Net cash provided by financing activities                  -             5,000
                                                               --------          --------
Net increase (decrease) in cash and cash equivalents             (2,229)            2,888

Cash and cash equivalents at beginning of year                  203,167           200,279
                                                               --------          --------
Cash and cash equivalents at end of year                       $200,938          $203,167
                                                               ========          ========
</TABLE>











The notes to financial statements are an integral part of the above statement.

                                       F-7

<PAGE>



                             UPWARD TECHNOLOGY, INC.

                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------


1.       Nature of Business and Summary of Significant Accounting Policies

         Nature of business - The Company presently conducts no business, but is
         searching for appropriate investment and acquisition opportunities. Its
         only income consists of interest from investment income.

         Earnings per share - The Company adopted Statement of Financial
         Accounting Standards No. 128, "Earnings per Share," which establishes
         standards for computing basic and diluted earnings per share. Per share
         data is computed using the weighted average number of common shares
         outstanding. The Company does not have any outstanding options or
         warrants. The weighted average number of common shares was 8,100,000
         for both basic and diluted in 1999 and 1998.

         Cash equivalents - For purposes of the statement of cash flows, the
         Company considers all highly liquid debt instruments purchased with
         maturities of three months or less to be cash equivalents.

         Short-term investments potentially subject the Company to
         concentrations of credit risk. To limit this risk, the Company places
         its short-term cash investments with high credit quality financial
         institutions.

         The carrying value of the financial instruments, including cash and
         cash equivalents, approximates fair value as of December 31, 1999 and
         1998, because of the short maturity of these financial instruments.

         Use of estimates - The presentation 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 revenue and expenses during the reporting period.
         Actual results could differ from those estimates.

         Income taxes - The Company follows the provisions of Statement of
         Financial Accounting Standards No. 109, "Accounting for Income Taxes",
         which requires the recognition of deferred tax liabilities and assets
         for the expected future tax consequences of events that have been
         included in the financial statements or tax returns. Under this method,
         deferred tax liabilities and assets are determined based on the
         differences between the financial statement and tax bases of assets and
         liabilities using tax rates in effect for the year in which the
         differences are expected to reverse.

                                      F-8

<PAGE>



                             UPWARD TECHNOLOGY, INC.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------

2.       Due to Shareholder

         The amount due to shareholder is non-interest bearing with no specific
         repayment terms.


3.       Management Fees

         The Company has agreed to compensate its president and principle
         shareholder for his services in maintaining the corporate books and
         records and in investigating possible merger and acquisition candidates
         for the Company, and to reimburse him for expenses incurred. Management
         fees of $5,000 were included in general and administrative expenses for
         the year ended December 31, 1998. There were no management fees for the
         year ended December 31, 1999.


4.       Income Taxes

         The Company is classified as a personal holding company for federal
         income tax purposes for each of the years presented. The Company is
         subject to a federal tax equal to 39.6% of its undistributed earnings,
         in addition to any other income taxes payable.

         At December 31, 1999, the Company had net operating loss carryforwards
         of approximately $29,000 which will expire in years 2007 through 2014
         for federal income tax purposes. For personal holding company tax
         purposes, only the preceding year's net operating loss is allowed to
         reduce undistributed personal holding company income.

         A valuation allowance is provided to reduce deferred tax assets to a
         level which, more likely than not, will be realized. The valuation
         allowance provided effectively eliminated the deferred tax asset
         resulting from net operating loss carryforwards.

         The Company did not incur a personal holding income tax or state income
         tax for the years ended December 31, 1999 and 1998, due to operating
         losses incurred in 1999 and utilization of net operating loss
         carryforwards in 1998.






                                       F-9

<PAGE>


                             UPWARD TECHNOLOGY, INC.

                   APPENDIX A TO ITEM 601(c) OF REGULATION S-B
--------------------------------------------------------------------------------


THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF UPWARD TECHNOLOGY, INC. AS OF AND FOR THE YEAR ENDED
DECEMBER 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.


ITEM NUMBER         AMOUNT        ITEM DESCRIPTION
-----------        --------       ----------------

5-02(1)           $200,938        Cash and cash items
5-02(2)               -           Marketable securities
5-02(3)(a)(1)         -           Notes and accounts receivable, trade
5-02(4)               -           Allowances for doubtful accounts
5-02(6)               -           Inventories
5-02(9)            200,938        Total current assets
5-02(13)              -           Property, plant and equipment
5-02(14)              -           Accumulated depreciation
5-02(18)           200,938        Total assets
5-02(21)             5,349        Total current liabilities
5-02(22)              -           Bonds, mortgages and similar debt
5-02(28)              -           Preferred stock, mandatory redemption
5-02(29)              -           Preferred stock, no mandatory redemption
5-02(30)           162,000        Common stock
5-02(31)            33,589        Other stockholders' equity
5-02(32)           200,938        Total liabilities and stockholders' equity
5-03(b)1(a)           -           Net sales of tangible products
5-03(b)1            19,885        Total revenues
5-03(b)2(a)           -           Cost of tangible goods sold
5-03(b)2              -           Total costs and expenses applicable to
                                   sales and revenues
5-03(b)3            21,045        Other costs and expenses
5-03(b)5              -           Provision for doubtful accounts and notes
5-03(b)(8)            -           Interest and amortization of debt discount
5-03(b)(10)         (1,160)       Loss before taxes and other items
5-03(b)(11)           -           Income tax expense
5-03(b)(14)         (1,160)       Loss from continuing operations
5-03(b)(15)           -           Discontinued operations
5-03(b)(17)           -           Extraordinary items
5-03(b)(18)           -           Cumulative effect, changes in
                                   accounting principles
5-03(b)(19)         (1,160)       Net loss
5-03(b)(20)           -           Earnings per share, basic
5-03(b)(20)           -           Earnings per share, diluted