SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 year ended December 31,1999.


                        Commission File Number 000-28631


                             1 SOLUTION CORPORATION
                             -----------------------
             (Exact name of registrant as specified in its charter)

          DELAWARE                                    95-4737484
    ----------------------                          -------------------
    (State of organization)                         (I.R.S. Employer
                                                    Identification No.)

          14724 VENTURA BOULEVARD, SUITE 2, SHERMAN OAKS, CA    91403
          -----------------------------------------------------------
                    (Address of principal executive offices)

       Registrant's telephone number, including area code (818) 971-5100


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

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



<PAGE>

Indicate by check mark whether the registrant (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 12 months,  and (2) has been subject to such filing  requirements
for the past 90 days. Yes [ ] No [ X ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and 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-K or any amendment to this
Form 10-K. [X]

Issuer's revenues for its most recent fiscal year.               $0.00

The  aggregate  market value of the Common Stock held by  non-affiliates  of the
registrant,  based on the average of the high and low prices of the Common Stock
on the OTC  Bulletin  Board on March 1, 2000,  was $0.00.  For  purposes of this
computation, all officers, directors, and 5% beneficial owners of the registrant
(as indicated in Item 12) are deemed to be affiliates. Such determination should
not be deemed an  admission  that such  directors,  officers,  or 5%  beneficial
owners are, in fact, affiliates of the registrant.

Number of shares of Common  Stock,  $0.001  Par Value,  outstanding  at March 1,
2000, was 375,000.

                     Documents incorporated by reference:     None



                                       2
<PAGE>


                   TABLE OF CONTENTS - 1999 FORM 10-KSB REPORT

                                                                       Page
                                                                      Numbers
                                                                    -----------
                                     PART I

Item   1.      Business                                                    4

Item   2.      Properties                                                  6

Item   3.      Legal Proceedings                                           6

Item   4.      Submission of Matters to a Vote of Security Holders         6

                                     PART II

Item   5.      Market for Registrant's Common Equity and Related
               Stockholder Matters                                         6

Item   6       Management's Discussion and Analysis of Financial
               Condition and Results of Operations                         7

Item   7.      Financial Statements                                        7

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

                                    PART III

Item  9.       Directors, Executive Officers, Promoters and
               Control Persons; Compliance with Section 16(a)
               of the Exchange Act                                         8

Item  10.      Executive Compensation                                      9

Item  11.      Security Ownership of Certain Beneficial Owners
               and Management                                             10

Item  12.      Certain Relationships and Related Transactions             11

Item  13.      Exhibits and Reports on Form 8-K                           12

Signatures                                                                13


                                       3

<PAGE>
                                     PART I


Item   1.      Business

COMPANY DIRECTION

     1 SOLUTION will be a full service  marketing  consulting  company formed to
take advantage of the business  opportunity created by the surge in new internet
initiatives  changing  the  face  of the  economy.  The  speed  with  which  web
initiatives have upset traditional business models is staggering. This event has
created  the  need  for  Fortune  1000  companies  to  rethink  their  marketing
strategies in an attempt to keep a stranglehold  on their specific  markets.  It
has  also  opened  the  door  for  more  new web  initiatives  to  follow  their
predecessors  in an  attempt  to  stake  their  claim in  cyberspace.  Effective
execution of marketing and  communications  strategies is crucial to the success
of both sides.  1 SOLUTION  will be uniquely  equipped to straddle both sides of
this continuum  offering  marketing  services on a single discipline and/or full
spectrum  basis  dependent on client needs.  New web companies are looking for a
full  suite of  services  while the  Fortune  1000 is  looking  more for  single
discipline   solutions   that   can   be   easily   integrated   into   existing
infrastructures.

     1 SOLUTION will offer incentive,  media, cause, sports, event, relationship
and sponsorship marketing  capabilities through strategic  partnerships and will
not limit itself through  representation as an advertising  agency.  The company
will  operate  more akin to a Carlson  Marketing  Group than a McCann  Erickson.
Placing  incentive/performance  marketing disciplines at the core of the company
holds more promise, more profitability in the long term.

OPERATING PHILOSOPHY

     The 1 SOLUTION operating  philosophy is based on the premise that the speed
with which a company  moves in today's  marketplace  to develop  and  execute an
effective marketing strategy will ultimately determine its viability.

OPERATING MODEL

     1 SOLUTION  will  exercise  its internal  brain trust to develop  marketing
strategies  for its client base and at the outset will  outsource  execution  to
strategic   partners  who  boast   leadership   positions  in  their  respective
disciplines.  The company  will develop  in-house  execution  commensurate  with
development of its account base.

     1  SOLUTION's  competitive  advantage  is a combined 37 years of  strategic
marketing  services  planning  and  negotiating   skills.  1  SOLUTION's  unique
perspective  will come from operating on the service provider side (the likes of
CBS,  Chancellor  Media,  Univision  and  MCIPG)  versus the  client  side...  a
perspective  that  provides a true  cost/opportunity  evaluation.  1  SOLUTION's
revenue  stream  will be  commission/fee  based and will  depend  largely on the
company's ability to deliver marketing value against client objectives.



                                       4
<PAGE>


STRATEGIC PARTNERSHIPS

Incentive Marketing
-------------------
     MCI  Performance  Group - MCIPG is a  highly  respected  player  in the $20
billion  business  incentive  marketing  arena.  1 SOLUTION will access  MCIPG's
Travel  Planning  and   Management,   Communications   and  Creative   Services,
Administration,  Merchandise  and  Innovations  Divisions  to  engineer  quality
programs for its  clientele.  The scope and range of marketing  solutions is far
reaching,  some of the most popular  areas of activity  are;  Sales  Incentives,
Honor and Recognition  Programs,  Productivity and Behavior  Modification,  Idea
Generation,  Safety and Service and Product Knowledge  Training.  MCIPG's client
roster includes  American  Airlines,  Frito Lay, Lucent  Technologies and Toyota
Motor Sales.

Media Marketing
---------------
     1 SOLUTION  will have the  ability to plan and  execute  traditional  media
marketing  campaigns  across multiple  platforms  including  Television,  Radio,
Outdoor  and  Transit.  This will be easily  accomplished  through the advent of
media  organizations  such as CBS Plus,  Infinity  Promotions Group,  Chancellor
Marketing  Group  and  the  combined   marketing   expertise  of  the  company's
principles.  1 SOLUTION also fully  understands  the need for On-Line  Marketing
capabilities and is in the process of evaluating strategic  partnerships in this
arena.

Cause Marketing
---------------
     Entertainment   Industry   Foundation  -  Founded  in  1942,   EIF  is  the
entertainment  industry's  philanthropic  development and execution arm. EIF has
raised and distributed more than $140 million for charitable organizations.  The
foundation's  umbrella  Initiatives  Program  focuses on  Education,  Health and
Environment.  1 SOLUTION  will access for its client base EIF's cause  marketing
capabilities including establishment of funding criteria for programs as well as
access to 501C3 status and celebrity  talent.  EIF has operated cause  marketing
campaigns for Lexus, American Express, Excite@Home, and Wine.com to name a few.

Sports/Event Marketing
----------------------
     1 SOLUTION will have the ability to work directly with major sports leagues
and/or individual  athletes.  1 SOLUTION will prefer to work with multiple firms
in this  discipline  as no one  organization  offers  the level of  capabilities
necessary to serve broad and diverse client needs.


                                       5
<PAGE>


Item   2.      Properties

The Company's executive and administrative  offices are located at 14724 Ventura
Boulevard,  Suite 2, Sherman Oaks, CA 91403. The Company pays no rent for use of
the office and does not believe that it will require any additional office space
in the foreseeable future in order to carry out its plan of operations described
herein.



Item   3.      Legal Proceedings

1 SOLUTION is not currently a party to any pending legal proceedings.



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

No items were submitted to a vote of the security  holders by the Company during
the year ended December 31, 1999.



                                     PART II

Item   5.      Market for Registrant's Common Equity and Related
               Stockholder Matters

The Company registered its common stock on a Form 10-SB  Registration  Statement
on a voluntary  basis,  which became  effective  on February 22, 2000.  There is
currently no market for 1 Solution's securities.  1 Solution has never paid cash
dividends on its common stock.  Payment of future  dividends  will be within the
discretion  of 1 Solution's  Board of Directors  and will depend on, among other
factors, retained earnings, capital requirements and the operating and financial
condition of 1 Solution.


                                       6
<PAGE>

          Recent Sales of Unregistered Securities.

 In March 1999, 1 Solution  issued 900 shares of common  stock to Appletree  and
100 shares of common stock to Page One. The purchase  price for these shares was
$0.001 per share.  The shares  were sold  pursuant  to a 504  Private  Placement
Offering.  There was no underwriter or placement  agent involved in the offer or
sale of these  securities and there was no public  solicitation or advertisement
by 1 Solution  in  connection  with the offer or sale of these  securities.  The
foregoing  issuances  of common  stock were exempt from  registration  under the
Securities Act of 1933, as amended, pursuant to Section 4(2) thereof.



Item   6       Management's Discussion and Analysis of Financial
               Condition and Results of Operations

RESULTS OF OPERATIONS

         The  following   discussion  and  analysis  below  should  be  read  in
conjunction  with  the  financial  statements,   including  the  notes  thereto,
appearing  elsewhere  in  this  Registration  Statement.  For the  period  since
inception  (July 21,  1998)  through  December 31,  1999,  during the  Company's
development  stage,  the  Company  has no cash and has  generated  a net loss of
($1,095).

FINANCIAL CONDITION AND LIQUIDITY

         The Company has limited  liquidity  and has an ongoing  need to finance
its  activities.   To  date,  the  Company   currently  has  funded  these  cash
requirements by offering and selling its Common Stock, and has issued 375,000
shares of Common Stock for net  proceeds of  $1,000.00.  The Company  expects to
fund its immediate  needs through  private  placements of its securities and may
seek a suitable business combination.

PLAN OF OPERATION

     The Company has  registered a dot.com name and has  determined it can begin
conducting its business with limited financing that it has arranged.



Item   7.      Financial Statements

The financial  statements and  supplemental  data required by this Item 7 follow
the index of financial statements appearing at Item 13 of this Form 10-KSB.




                                       7
<PAGE>



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

Not applicable.



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

The following table sets forth certain information with respect to the directors
and executive officers of 1 Solution.

Name                                  Age(1)        Position
----                                  ------        --------
George Todt........................    46           Director

James Walters......................    45           President, Vice President
                                                     and Treasurer

Betsy Rowbottom....................    28           Secretary

------------
(1)  The ages of Messrs.  Todt and  Walters and Ms.  Rowbottom  are listed as of
     December 31, 1999.


     Our director and executive  officers  devote such time and attention to the
affairs of 1 Solution as they believe reasonable and necessary.  Set forth below
is a description of the background of our director and executive officers.

     George A. Todt was the President from inception until November 30, 1999. He
has been the sole director  since the inception of 1 Solution.  Since 1996,  Mr.
Todt has been a managing member of PageOne Business Productions, LLC, a Delaware
limited liability  company.  From 1990 to 1995, Mr. Todt was the chief executive
officer of REPCO,  Inc.,  a  worldwide  designer  and  builder of  environmental
facilities.


     James  Walters  has  been  the  President  since  November  30,  1999,  and
Vice-President  and the Treasurer of 1 Solution  since its  inception.  For more
than 20 years,  Mr.  Walters has been engaged as a certified  public  accountant
with the Los Angeles, California-based firm of Kellogg & Andelson.


                                       8
<PAGE>

     Besty Rowbottom  became  Secretary of 1 Solution in June 1999. She has been
employed by PageOne since 1997 and has served as its Vice President  since March
1999.  From  1994 to  1997,  Ms.  Rowbottom  served  as a  talent  agent  at HSI
Productions, a Chicago, Illinois-based video production company.

     Our board of directors currently consists of one member, who serves in such
capacity  for a  one-year  term or until  his  successor  has been  elected  and
qualified,  subject to  earlier  resignation,  removal  or death.  The number of
directors constituting the board of directors may be increased or decreased (but
not below the minimum  number  required by applicable  law) from time to time by
resolution of the board of directors.  Our officers  serve at the  discretion of
the board of directors, subject to any effective contractual arrangements.


               COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's
officers  and  directors,  and  persons  who own  more  than  ten  percent  of a
registered class of the Company's equity securities, file reports of ownership
and changes in  ownership  with the  Securities  and  Exchange  Commission.  The
Company was not subject to the  reporting  requirements  of Section 16(a) during
fiscal 1999.



Item  10.      Executive Compensation

Consistent  with our  present  policy,  no director  or  executive  officer of 1
Solution receives  compensation for services  rendered to the company.  However,
these  persons are entitled to be  reimbursed  for expenses  incurred by them in
pursuit of our business objectives.



                                       9
<PAGE>


Item  11.      Security Ownership of Certain Beneficial Owners
               and Management

The  following  table sets forth as of  December  31, 1999  certain  information
relating to the ownership of the common stock.

Name and Address of                    Amount and Nature of         Percent of
Beneficial Owner (1)                 Beneficial Ownership (2)        Class (2)
--------------------                 ------------------------       ----------

Appletree Investment Company, Ltd            375,000(3)               100.00%

PageOne Business Productions, LLC             37,500                   10.00%

George Todt                                   37,500(4)                10.00%

Besty Rowbottom                               37,500(4)                10.00%

James Walters                                 37,500(4)                10.00%

All officers and directors as a group         37,500(4)                10.00%
(3 persons)


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

(1)  Unless otherwise indicated,  the address of each beneficial owner is in the
     care of 1 Solution Corporation, 14724 Ventura Boulevard, Suite 2, Sherman
     Oaks, CA 91403.

(2)  Unless otherwise  indicated,  1 Solution believes that all persons named in
     the table have sole voting and investment  power with respect to all shares
     of common  stock  beneficially  owned by them. A person is deemed to be the
     beneficial  owner of securities which may be acquired by such person within
     60 days from the date of this  registration  statement upon the exercise of
     options,  warrants  or  convertible  securities.  Each  beneficial  owner's
     percentage of ownership is determined by assuming all options,  warrants or
     convertible  securities  that are held by such  person (but not held by any
     other person) and which are  exercisable or  convertible  within 60 days of
     this  registration  statement have been exercised or converted.  Percent of
     Class (third column above) assumes a base of 375,000 shares of common stock
     outstanding as of December 31, 1999.

(3)  Consists of 337,500 shares held of record by Appletree  Investment Company,
     Ltd.,  an Isle of Man  corporation,  and  37,500  shares  held of record by
     PageOne Business Productions, LLC, a Delaware limited liability company, of
     which Appletree is a managing member.


                                       10
<PAGE>


(4)  Consists  solely of 37,500 shares of common stock held by PageOne  Business
     Productions,  LLC, a Delaware limited liability  company,  of which Messrs.
     Todt and Walters are managing
     members and Ms. Rowbottom is Vice President.



Item  12.      Certain Relationships and Related Transactions

In March  1999,  1 Solution  issued 100 shares of common  stock to Page One,  of
which George Todt and James  Walters are managing  members and Ms.  Rowbottom is
Vice President. The purchase price for these shares was $1.00 per share.



                                       11
<PAGE>


Item  13.      Exhibits and Reports on Form 8-K

(a)(1)     The  following  financial  statements  are contained on Pages F-1
           through F-7:

          REPORT OF  INDEPENDENT  AUDITOR  WEINBERG & COMPANY,  P.A.,  CERTIFIED
          PUBLIC ACCOUNTANTS, DATED APRIL 6, 2000.

          BALANCE SHEET AS OF DECEMBER 31, 1999

          STATEMENTS OF OPERATIONS  FOR THE YEAR ENDED DECEMBER 31, 1999 AND FOR
          THE PERIOD FROM JULY 21, 1998 (INCEPTION) TO DECEMBER 31, 1999

          STATEMENT OF CHANGES IN  STOCKHOLDERS'  DEFICIENCY FOR THE PERIOD FROM
          JULY 21, 1998 (INCEPTION) TO DECEMBER 31, 1999

          STATEMENTS  OF CASH FLOW FOR THE YEAR ENDED  DECEMBER 31, 1999 AND FOR
          THE PERIOD FROM JULY 21, 1998 (INCEPTION) TO DECEMBER 31, 1999

          NOTES TO FINANCIAL STATEMENTS

(a)(3)   Exhibits

          The following exhibits are filed with this report.

3.1.1     Amended  and  Restated   Articles  of   Incorporation   of  Registrant
          (incorporated  herein  by  reference  to  the  Company's  Registration
          Statement on Form 10-SB 12(g), File No. 000-28631)

3.2.1     ByLaws  of  Registrant   (incorporated  herein  by  reference  to  the
          Company's  Registration  Statement  on  Form  10-SB  12(g),  File  No.
          000-28631)

27.1      Financial Data Schedule


(b)      Reports on Form 8-K

         None


                                       12
<PAGE>




                                AUDITOR'S REPORT




To the Board of Directors of:
 1 Solution Corporation

We have audited the  accompanying  balance  sheet of 1 Solution  Corporation  (a
development stage company) as of December 31, 1999 and the related statements of
operations, changes in stockholders' deficiency and cash flows for the year then
ended and for the period from July 21, 1998  (inception)  to December  31, 1999.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our 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  1  Solution  Corporation  (a
development  stage  company) as of  December  31,  1999,  and the results of its
operations  and its cash flows for the year then  ended and for the period  from
July 21, 1998  (inception)  to December 31, 1999, 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 4 to the
financial  statements,  the  Company  is a  development  stage  company  without
operations and has an operating loss of $1,095 and a working capital  deficiency
of $95. These factors raise substantial doubt about its ability to continue as a
going  concern.  The financial  statements do not include any  adjustments  that
might result from the outcome of this uncertainty.



                                          WEINBERG & COMPANY, P.A.

Boca Raton, Florida
April 6, 2000


<PAGE>


                             1 SOLUTION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                DECEMBER 31, 1999




                                     ASSETS


TOTAL ASSETS                                                            $    -
                                                                        =======



                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

LIABILITIES
   Loan payable to principal stockholder                                $    95
                                                                        -------

   TOTAL LIABILITIES                                                         95
                                                                        -------

STOCKHOLDERS' DEFICIENCY

   Preferred stock, $0.001 par value, 8,000,000 shares
    authorized, none issued and outstanding                                 -
   Common stock, $0.001 par value, 100,000,000 shares
    authorized, 375,000 issued and outstanding                              375
   Additional paid-in capital                                               625
   Accumulated deficit during development stage                          (1,095)
                                                                        -------

TOTAL STOCKHOLDERS' DEFICIENCY                                              (95)
                                                                        -------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                          $    -
                                                                        =======






                 See accompanying notes to financial statements

                                      F-2

<PAGE>


                             1 SOLUTION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS



                                              For the Year      July 21, 1998
                                            Ended December     (Inception) to
                                                31, 1999       December 31, 1999
                                            --------------    ------------------

REVENUES                                        $     -         $         -
                                                --------        ------------

EXPENSES

   Accounting fees                                   500                 500
   Bank charges                                       95                  95
   Legal fees                                        500                 500
                                                --------        ------------

NET LOSS                                        $ (1,095)       $     (1,095)
                                                ========        ============

   Net loss per share - basic and diluted       $ (0.004)       $     (0.006)
                                                ========        ============

   Weighted average number of shares
    outstanding during the  period -
   basic and diluted                             275,342             189,981
                                                ========        ============





                 See accompanying notes to financial statements

                                      F-3

<PAGE>


                             1 SOLUTION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
       FOR THE PERIOD FROM JULY 21, 1998 (INCEPTION) TO DECEMBER 31, 1999


<TABLE>
<CAPTION>

                                                                                          Deficit
                                                                                         Accumulated
                                                     Common Stock           Additional     During
                                                 ---------------------       Paid-In      Development
                                                  Shares      Amount         Capital         Stage         Total
                                                 ---------   ---------    -----------    ------------     --------

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

   Common stock issued for cash                  375,000      $   375      $     625     $         -      $ 1,000

   Net loss for the year ended December 31,
   1999                                                -            -             -            (1,095)     (1,095)
                                                 -------      -------      ---------     -------------    --------

Balance, December 31, 1999                       375,000      $   375      $     625     $     (1,095)    $   (95)
                                                 =======      =======      =========     =============    ========
</TABLE>





                 See accompanying notes to financial statements

                                      F-4

<PAGE>


                             1 SOLUTION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS


                                                                     July 21,
                                                    For the Year       1998
                                                        Ended       (Inception)
                                                      December      To December
                                                      31, 1999        31, 1999
                                                     ----------     -----------

Cash flows from operating activities
   Net loss                                           $(1,095)      $(1,095)
   Adjustments to reconcile net loss to net
    cash used in operating act                            -             -
                                                      -------       -------
Net cash used in operating activities                  (1,095)       (1,095)
                                                      -------       -------

Cash flows from financing activities
   Proceeds from issuance of common stock               1,000         1,000
   Loan proceeds from principal stockholder                95            95
                                                      -------       -------
Net cash provided by financing activities               1,095         1,095
                                                      -------       -------

NET INCREASE IN CASH                                      -             -

CASH AND CASH EQUIVALENTS - BEGINNING                     -             -
                                                      -------       -------

CASH AND CASH EQUIVALENTS - ENDING
                                                      $   -         $   -
                                                      =======       =======







                 See accompanying notes to financial statements

                                      F-5

<PAGE>

                             1 SOLUTION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 1999

NOTE  1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-------    ------------------------------------------

          (A)  Organization and Description of Business

          1 Solution  Corporation (a development  stage company) (the "Company")
          was incorporated in the State of Delaware on July 21, 1998 to serve as
          a vehicle to engage in an  internet-based  business.  At December  31,
          1999,  the  Company  had  not  yet  commenced  any  revenue-generating
          business operations, and all activity to date relates to the Company's
          formation, proposed fund raising and business plan development.

          The  Company's  ability to commence  revenue-generating  operations is
          contingent  upon its ability to implement  its business plan and raise
          the additional  capital it will require through the issuance of equity
          securities, debt securities, bank borrowings or a combination thereof.


          (B) Use of Estimates

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

          (C) Cash and Cash Equivalents

          For purposes of the cash flow  statements,  the Company  considers all
          highly liquid investments with original  maturities of three months or
          less at time of purchase to be cash equivalents.

          (D) Income Taxes

          The Company  accounts for income taxes under the Financial  Accounting
          Standards Board Statement of Financial  Accounting  Standards No. 109.
          "Accounting for Income Taxes"  ("Statement  No.109").  Under Statement
          No. 109,  deferred tax assets and  liabilities  are recognized for the
          future  tax  consequences  attributable  to  differences  between  the
          financial   statement   carrying   amounts  of  existing   assets  and
          liabilities  and their  respective tax basis.  Deferred tax assets and
          liabilities  are measured using enacted tax rates expected to apply to
          taxable income in the years in which those  temporary  differences are
          expected to be recovered or settled.  Under  Statement 109, the effect
          on  deferred  tax assets and  liabilities  of a change in tax rates is
          recognized in income in the period that  includes the enactment  date.
          There were no current or deferred  income tax expenses or benefits due
          to the Company not having any material  operations  for the year ended
          December 31, 1999.

                                      F-6

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                             1 SOLUTION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 1999

NOTE  1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
-------    ------------------------------------------

          (E) Loss Per Share

          Net loss per common share for the year ended December 31, 1999 and for
          the period from July 21,  1998  (inception)  to  December  31, 1999 is
          computed based upon the weighted average common shares  outstanding as
          defined  by  Financial  Accounting  Standards  No. 128  "Earnings  Per
          Share". There were no common stock equivalents outstanding at December
          31, 1999.

NOTE  2  LOAN PAYABLE TO PRINCIPAL STOCKHOLDER

          The loan payable to principal  stockholder  is a  non-interest-bearing
          loan payable to PageOne Business  Productions,  LLC. The amount is due
          and payable on demand.

NOTE  3  STOCKHOLDERS' DEFICIENCY

          The Company was originally  authorized to issue 2,000 shares of common
          stock at $.01 per share par  value.  The  Company  issued  900 and 100
          shares to AppleTree  Investment  Company,  Ltd.  and PageOne  Business
          Productions, LLC, respectively.

          Management   subsequently  filed  an  amendment  to  the  articles  of
          incorporation  with the State of Delaware,  which increased the number
          of authorized common shares to 100,000,000,  effected a 375 to 1 split
          of the 1,000  previously  issued common  shares and created  8,000,000
          authorized  shares of preferred  stock, of which the issuance,  rights
          and  other  terms  are to be  determined  by the  Company's  Board  of
          Directors.  In addition, the par value of the common stock was changed
          to $0.001 per share and the par value of the new  preferred  stock was
          set at $0.001 per share.

          The financial  statements at December 31, 1999 give retroactive effect
          to common stock split,  new authorized  share amounts,  and par values
          enumerated in the amended certificate of incorporation. As of December
          31, 1999, no preferred shares have been issued.

NOTE  4  GOING CONCERN

          As reflected in the accompanying financial statements, the Company had
          a net loss of $1,095, a working capital  deficiency of $95 and has not
          generated any revenues since it has not yet  implemented  its business
          plan.  The ability of the  Company to  continue as a going  concern is
          dependent on the  Company's  ability to raise  additional  capital and
          implement its business plan.  The financial  statements do not include
          any  adjustments  that might be  necessary if the Company is unable to
          continue as a going concern.

          The Company  intends to  implement  its  business  plan and is seeking
          funding through the private placement of its equity or debt securities
          or may seek a combination  with another company already engaged in its
          proposed  business.  Management  believes that actions presently being
          taken provide the  opportunity  for the Company to continue as a going
          concern.

                                      F-7

<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.

                             1 SOLUTION CORPORATION


                                /s/ James Walters
                           By: -----------------------
                                  James Walters
                                  President, Treasurer


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.

     Signature                          Title               Date

/s/ George A. Todt              Director                   April 13, 2000


/s/ James Walters               President, Treasurer       April 13, 2000



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