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

                                   FORM 10-QSB



[X]     Quarterly report filed under Section 13 or 15 (d) of the Securities
        Exchange Act of 1934 For the Quarterly Period Ended June 30, 2000.

                                       or

[ ]     Transitional report filed under Section 13 or 15 (d) of the
        Exchange Act.


                          Commission File No. 000-26645

                               Spacial Corporation
                               -------------------
                 (Name of Small Business Issuer in its Charter)

        Delaware                                      13-4031423
        --------                                      ----------
State or other jurisdiction of            I.R.S. Employer Identification Number
incorporation or organization

            317 Madison Avenue, Suite 2310, New York, New York 10017
            --------------------------------------------------------
                     (Address of principal executive office)


Issuer's telephone number: (212) 949-9696
                           --------------

Check whether the issuer: (1) 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) been
subject to such filing requirements for the past ninety (90) days.

Yes X   No
   ---     ---

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date: As of August 18, 2000, there were
2,490,000 shares of Common Stock, par value $.001 per share, outstanding.

Transitional Small Business Disclosure Format (check one):

Yes      No X
   ---     ---
<PAGE>

                                                             SPACIAL CORPORATION
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                                        CONTENTS
                                 December 31, 1999 and June 30, 2000 (unaudited)
--------------------------------------------------------------------------------

                                                                        Page
FINANCIAL STATEMENTS

    Balance Sheet                                                         1

    Statements of Operations                                              2

    Statements of Stockholders' Equity                                    3

    Statements of Cash Flows                                              4

    Notes to Financial Statements                                       5 - 6


<PAGE>

                                                             SPACIAL CORPORATION
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                                  BALANCE SHEETS
                                 December 31, 1999 and June 30, 2000 (unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                     ASSETS

                                                                    June 30,     December 31,
                                                                      2000            1999
                                                                 -------------   -------------
                                                                  (unaudited)
<S>                                                              <C>             <C>
Assets
    Cash                                                         $      20,624   $      30,395
                                                                 -------------   -------------

                  Total assets                                   $      20,624   $      30,395
                                                                 =============   =============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
    Accrued expenses                                             $       1,840   $       2,790
                                                                 -------------   -------------

        Total current liabilities                                        1,840           2,790
                                                                 -------------   -------------

Commitments

Stockholders' equity
    Preferred stock, $0.001 par value
        5,000,000 shares authorized
        no shares issued and outstanding                                     -               -
    Common stock, $0.001 par value
        40,000,000 shares authorized
        2,170,000 (unaudited) and 2,170,000 shares issued
           and outstanding                                               2,170           2,170
    Additional paid-in capital                                          36,180          36,180
    Contributed capital - stock warrants outstanding                     2,813           2,813
    Deficit accumulated during the development stage                   (22,379)        (13,558)
                                                                 -------------   -------------

               Total stockholders' equity                               18,784          27,605
                                                                 -------------   -------------

                  Total liabilities and stockholders' equity     $      20,624   $      30,395
                                                                 =============   =============
</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                        1
<PAGE>

                                                             SPACIAL CORPORATION
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                        STATEMENTS OF OPERATIONS
       For the Three and Six Months Ended June 30, 2000 and 1999 (unaudited) and
    for the Period from October 6, 1998 (Inception) to June 30, 2000 (unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                   For the
                                                                                 Period from
                                   For the                     For the            October 6,
                             Three Months Ended           Six Months Ended           1998
                                   June 30,                    June 30,         (Inception) to
                        ---------------------------  ---------------------------   June 30,
                             2000          1999           2000          1999         2000
                        ------------  -------------  ------------  ------------- -------------
                         (unaudited)   (unaudited)    (unaudited)   (unaudited)   (unaudited)
<S>                     <C>           <C>            <C>           <C>            <C>
Operating expenses      $      3,131  $         386  $      8,821  $       3,998  $      22,379
                        ------------  -------------  ------------  -------------  -------------

Net loss                $     (3,131) $        (386) $     (8,821) $      (3,998) $     (22,379)
                        ============  =============  ============  =============  =============

Basic and diluted
  Loss per common
    share               $     (0.001) $     (0.0002) $     (0.004) $      (0.002) $      (0.010)
                        ============  =============  ============  =============  =============

Weighted-average
  common shares
  outstanding              2,170,000      2,170,000     2,170,000      2,141,500      2,135,498
                        ============  =============  ============  =============  =============
</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                        2
<PAGE>

                                                             SPACIAL CORPORATION
                                                   (A DEVELOPMENT STAGE COMPANY)
                                              STATEMENTS OF STOCKHOLDERS' EQUITY
    For the Period from October 6, 1998 (Inception) to June 30, 2000 (unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                    Contributed      Deficit
                                                                                      Capital -    Accumulated
                                                Common Stock           Additional      Stock       during the
                                          -------------------------      Paid-In      Warrants     Development
                                            Shares       Amount          Capital     Outstanding      Stage          Total
                                          ----------  -------------    -----------   -----------   -----------    -----------
<S>                                        <C>        <C>              <C>           <C>           <C>            <C>
Balance, October 6, 1998 (inception)               -  $           -    $         -   $         -   $         -    $         -
Sale of common stock                       2,020,000          2,020          2,580                                      4,600
Net loss                                                                                                (1,238)        (1,238)
                                          ----------  -------------    -----------   -----------   -----------    -----------

Balance, December 31, 1998                 2,020,000          2,020          2,580             -        (1,238)         3,362
Sale of common stock                         150,000            150         33,600                                     33,750
Issuance of stock warrants                                                                 2,813                        2,813
Net loss                                                                                               (12,320)       (12,320)
                                          ----------  -------------    -----------   -----------   -----------    -----------

Balance, December 31, 1999                 2,170,000          2,170         36,180         2,813       (13,558)        27,605
Net loss (unaudited)                                                                                    (8,821)        (8,821)
                                          ----------  -------------    -----------   -----------   -----------    -----------

    Balance, June 30, 2000 (unaudited)     2,170,000  $       2,170    $    36,180   $     2,813   $   (22,379)   $    18,784
                                          ==========  =============    ===========   ===========   ===========    ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                        3
<PAGE>

                                                             SPACIAL CORPORATION
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                        STATEMENTS OF CASH FLOWS
                 For the Six Months Ended June 30, 2000 and 1999 (unaudited) and
    for the Period from October 6, 1998 (Inception) to June 30, 2000 (unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                     For the
                                                                                   Period from
                                                                                    October 6,
                                                      For the Six Months Ended         1998
                                                               June 30,           (Inception) to
                                                     ---------------------------     June 30,
                                                          2000          1999           2000
                                                     ------------  -------------  --------------
                                                      (unaudited)   (unaudited)   (unaudited)
<S>                                                  <C>           <C>             <C>
Cash flows from operating activities
  Net loss                                           $     (8,821) $      (3,998)  $   (22,379)
  Adjustments to reconcile net loss to net cash
    used in operating activities
      Stock warrants outstanding                                -              -         2,813
  Change in
    Prepaid expenses                                            -            475             -
    Accrued expenses                                         (950)         1,340         1,840
                                                     ------------  -------------   -----------

Net cash used in operating activities                      (9,771)        (2,183)      (17,726)
                                                     ------------  -------------   -----------

Cash flows from financing activities
  Cash received for common stock                                -         38,250        38,350
  Due to stockholder                                            -            205             -
                                                     ------------  -------------   -----------

Net cash provided by financing activities                       -         38,455        38,350
                                                     ------------  -------------   -----------

Net increase (decrease) in cash                            (9,771)        36,272        20,624

Cash, beginning of period                                  30,395            100             -
                                                     ------------  -------------   -----------

Cash, end of period                                  $     20,624  $      36,372   $    20,624
                                                     ============  =============   ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                        4
<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Organization and Line of Business
        ---------------------------------
        Spacial Corporation (the "Company") was incorporated on October 6, 1998
        in the State of Delaware. The Company is in the development stage, and
        its intent is to operate as a capital market access corporation and to
        acquire one or more existing businesses through merger or acquisition.
        The Company has had no significant business activity to date. Operating
        expenses incurred to date consist primarily of legal and accounting
        fees.

        Basis of Presentation
        ---------------------
        The Company has been in the development stage since its inception on
        October 6, 1998. The Company has incurred losses from operations with no
        revenues. These factors raise substantial doubt about the Company's
        ability to continue as a going concern.

        Interim Financial Statements
        ----------------------------
        In the opinion of management, the interim financial statements include
        all adjustments, consisting of only normal, recurring adjustments,
        necessary for a fair presentation of the Company's financial position,
        results of operations, and cash flows.

        Start-Up Costs
        --------------
        Start-up costs include legal and professional fees. In accordance with
        Statement of Position 98-5, "Costs of Start-Up Activities," these costs
        have been expensed as incurred.

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

        Loss per Share
        --------------
        The Company utilizes SFAS No. 128, "Earnings per Share." Basic loss per
        share is computed by dividing the loss available to common stockholders
        by the weighted-average number of common shares outstanding. Diluted
        loss per share is computed similar to basic loss per share except that
        the denominator is increased to include the number of additional common
        shares that would have been outstanding if the potential common shares
        had been issued and if the additional common shares were dilutive.
        Because the Company has incurred net losses, basic and diluted loss per
        share are the same.

        Income Taxes
        ------------
        The Company uses the asset and liability method of accounting for income
        taxes. The asset and liability method accounts for deferred income taxes
        by applying enacted statutory rates in effect for periods in which the
        difference between the book value and the tax bases of assets and
        liabilities are scheduled to reverse. The resulting deferred tax asset
        or liability is adjusted to reflect changes in tax laws or rates.
        Because the Company is in the development stage and has incurred a loss
        from operations, no benefit is realized for the tax effect of the net
        operating loss carryforward due to the uncertainty of its realization.

NOTE 2 - WARRANTS OUTSTANDING

        On April 19, 1999, warrants to purchase 51,000 shares of the Company's
        common stock, par value $0.001, were issued to the placement agent at an
        exercise price of $0.255 per share. The shares vest immediately and can
        be exercised within seven years from the date of issuance of the
        warrants. The fair value of the warrants at the date of issuance was
        approximately $2,813 based on the fair value of the placement agent's
        services, less cash paid. As of June 30, 2000, the warrants were still
        outstanding.

                                       5
<PAGE>

NOTE 3 - COMMITMENTS

        During the six months ended June 30, 2000, the Company entered into
        various agreements with several consultants to issue a total of 170,000
        shares (unaudited) of common stock in return for certain professional
        services rendered, which were not related to raising capital. No
        substantial services have been performed as of June 30, 2000.

        On June 26, 2000, pursuant to a consulting agreement, warrants to
        purchase a total of 150,000 shares (unaudited) of the Company's common
        stock, par value $0.001, were issued to various consultants at an
        exercise price of $0.01 (unaudited) per share. The warrants shall not
        vest and become exercisable until the services to be provided under the
        consulting agreement have been performed. The warrants expire on June
        25, 2005. No substantial services have been performed as of June 30,
        2000. The warrants were still outstanding as of June 30, 2000.

NOTE 4 - RELATED PARTY TRANSACTIONS

        The Company utilizes office space of a law firm owned by its
        President/Director. The Company does not pay any rent for such office
        space. The President/Director also provided certain administrative
        services at no charge to the Company.



                                       6
<PAGE>

Item 2. Plan of Operation

        Statements contained in this Plan of Operation of this Quarterly Report
on Form 10-QSB include "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 as amended (the "Securities Act") and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Forward-looking statements involve known and unknown risks, uncertainties
and other factors which could cause the actual results of the Company (sometimes
referred to as "we", "us" or the "Company"), performance (financial or
operating) or achievements expressed or implied by such forward-looking
statements not to occur or be realized. Such forward-looking statements
generally are based upon the Company's best estimates of future results, general
merger and acquisition activity in the marketplace, performance or achievement,
based upon current conditions and the most recent results of operations.
Forward-looking statements may be identified by the use of forward-looking
terminology such as "may," "will," "project," "expect," "believe," "estimate,"
"anticipate," "intends," "continue", "potential," "opportunity" or similar
terms, variations of those terms or the negative of those terms or other
variations of those terms or comparable words or expressions. (See the Company's
Form 10SB and Annual report on Form 10-KSB for the fiscal year ended December
31, 1999 for a description of certain of the known risks and uncertainties of
the Company.)

General

        The Company's plan is to seek, investigate, and if such investigation
warrants, consummate a merger or other business combination, purchase of assets
or other strategic transaction (a "Merger") with a corporation, partnership,
limited liability company or other business entity (a "Merger Target"), desiring
the perceived advantages of becoming a publicly reporting and publicly held
corporation. At this time, the Company has no plan, proposal, agreement,
understanding, or arrangement to enter into a Merger with any specific business
or company, and the Company has not identified any specific business or company
for investigation and evaluation. No member of Management or any promoter of the
Company, or an affiliate of either, has had any material discussions with any
other company with respect to any Merger. The Company will not restrict its
search to any specific business, industry, or geographical location, and may
participate in business ventures of virtually any kind or nature. Discussion of
proposed plan of operation and Mergers under this caption and throughout this
Quarterly Report is purposefully general and is not meant to restrict the
Company's virtually unlimited discretion to search for and enter into potential
business opportunities.

        The Company may seek a Merger with an entity which only recently
commenced operations, or a developing company in need of additional funds to
expand into new products or markets or seeking to develop a new product or
service, or an established business which may be experiencing financial or
operating difficulties and needs additional capital which is perceived to be
easier to raise by a public company. In some instances, a Merger may involve
entering into a transaction with a corporation which does not need substantial
additional cash but which desires to establish a public trading market for its
common stock. The Company may purchase assets and establish wholly-owned
subsidiaries in various businesses or purchase existing businesses as
subsidiaries.

        Selecting a Merger Target will be complex and involve a high degree of
risk. Because of general economic conditions, rapid technological advances being
made in some industries, and shortages of available capital, management believes
that there are numerous entities seeking the benefits of a publicly-traded
corporation. Such perceived benefits of a publicly traded corporation may
include facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity (subject to restrictions of applicable
statutes and regulations) for the principals of a business, creating a means for
providing incentive stock options or similar benefits to key employees,
providing liquidity (subject to restrictions of applicable statutes and
regulations) for all stockholders, and other items. Potential Merger Targets may
exist in many different industries and at various stages of development, all of
which will make the task of comparative investigation and analysis of such
Merger Targets extremely difficult and complex.

                                       7
<PAGE>

        The Company has insufficient capital with which to provide the owners of
Merger Targets significant cash or other assets. Management believes the Company
will offer owners of Merger Targets the opportunity to acquire a controlling
ownership interest in a public company at substantially less cost than is
required to conduct an initial public offering. Nevertheless, the Company has
not conducted market research and is not aware of statistical data which would
support the perceived benefits of a Merger or acquisition transaction for the
owners of a Merger Target.

        The Company also believes that finding a suitable Merger Target willing
to enter into a Merger with the Company may depend on the existence of a public
trading market for the Company's Common Stock. There is presently no material
trading market and there is no assurance that one can be developed.

        The Company will not restrict its search for any specific kind of Merger
Target, and may merge with an entity which is in its preliminary or development
stage, which is already in operation, or in essentially any stage of its
corporate life. It is impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business may need
to seek additional capital, may desire to have its shares publicly traded, or
may seek other perceived advantages which the Company may offer. However, the
Company does not intend to obtain funds in one or more private placements to
finance the operation of any acquired business opportunity until such time as
the Company has successfully consummated such a Merger.

Selection and Evaluation of Merger Targets

        Management of the Company will have complete discretion and flexibility
in identifying and selecting a prospective Merger Target. In connection with its
evaluation of a prospective Merger Target, management anticipates that it will
conduct a due diligence review which will encompass, among other things, meeting
with incumbent management and inspection of facilities, as well as a review of
financial, legal and other information which will be made available to the
Company.

        Under the Federal securities laws, public companies must furnish
stockholders certain information about significant acquisitions, which
information may require audited financial statements for an acquired company
with respect to one or more fiscal years, depending upon the relative size of
the acquisition. Consequently, the Company will only be able to effect a Merger
with a prospective Merger Target that has available audited financial statements
or has financial statements which can be audited

        The time and costs required to select and evaluate a Merger Target
(including conducting a due diligence review) and to structure and consummate
the Merger (including negotiating relevant agreements and preparing requisite
documents for filing pursuant to applicable securities laws and corporation
laws) cannot presently be ascertained with any degree of certainty. The
Company's current executive officer and director intends to devote only a small
portion of his time to the affairs of the Company and, accordingly, consummation
of a Merger may require a greater period of time than if the Company's
management devoted his full time to the Company's affairs. While no current
steps have been taken nor agreements reached, the Company may engage consultants
and other third parties providing goods and services, including assistance in
the identification and evaluation of potential Merger Targets. These consultants
or third parties may be paid in cash, stock, options or other securities of the
Company, and the consultants or third parties may be placement agents or their
affiliates.

                                       8
<PAGE>

        The Company will seek potential Merger Targets from all known sources
and anticipates that various prospective Merger Targets will be brought to its
attention from various non-affiliated sources, including securities
broker-dealers, investment bankers, venture capitalists, bankers, other members
of the financial community and affiliated sources, including, possibly, the
Company's executive officer, director and his affiliates. While the Company has
not yet ascertained how, if at all, it will advertise and promote itself, the
Company may elect to publish advertisements in financial or trade publications
seeking potential business acquisitions. While the Company does not presently
anticipate engaging the services of professional firms that specialize in
finding business acquisitions on any formal basis, the Company may engage such
firms in the future, in which event the Company may pay a finder's fee or other
compensation. In no event, however, will the Company pay a finder's fee or
commission to the officer and director of the Company or any entity with which
he is affiliated for such service. Moreover, in no event shall the Company issue
any of its securities to any officer, director or promoter of the Company, or
any of their respective affiliates or associates, in connection with activities
designed to locate a Merger Target.

        In analyzing prospective Merger Targets, management may consider, among
other factors, such matters as;

        1)     the available technical, financial and managerial resources;
        2)     working capital and other financial requirements;
        3)     history of operation, if any;
        4)     prospects for the future;
        5)     present and expected competition;
        6)     the quality and experience of management services which may be
               available and the depth of that management;
        7)     the potential for further research, development or exploration;
        8)     specific risk factors not now foreseeable but which then may be
               anticipated to impact the proposed activities of the Company;
        9)     the potential for growth or expansion;
        10)    the potential for profit;
        11)    the perceived public recognition or acceptance of products,
               services ortrades; and
        12)    name identification.

        Merger opportunities in which the Company may participate will present
certain risks, many of which cannot be adequately identified prior to selecting
a specific opportunity. The Company's stockholders must, therefore, depend on
Management to identify and evaluate such risks. The investigation of specific
Merger opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants, attorneys
and others. If a decision is made not to participate in a specific Merger
opportunity the cost therefore incurred in the related investigation would not
be recoverable. Furthermore, even if an agreement is reached for the
participation in a specific Merger opportunity, the failure to consummate that
transaction may result in the loss of the Company of the related costs incurred.

        There can be no assurance that the Company will find a suitable Merger
Target. If no such Merger Target is found, therefore, no return on an investment
in the Company will be realized, and there will not, most likely, be a market
for the Company's stock.

                                       9
<PAGE>

Structuring and Financing of a Merger

        As a general rule, Federal and state tax laws and regulations have a
significant impact upon the structuring of Mergers. The Company will evaluate
the possible tax consequences of any prospective Merger and will endeavor to
structure a Merger so as to achieve the most favorable tax treatment to the
Company, the Merger Target and their respective stockholders. There can be no
assurance that the Internal Revenue Service or relevant state tax authorities
will ultimately assent to the Company's tax treatment of a particular
consummated Merger. To the extent the Internal Revenue Service or any relevant
state tax authorities ultimately prevail in recharacterizing the tax treatment
of a Merger, there may be adverse tax consequences to the Company, the Merger
Target and their respective stockholders. Tax considerations as well as other
relevant factors will be evaluated in determining the precise structure of a
particular Merger.

        The Company may utilize available cash and equity securities in
effecting a Merger. Although the Company has no commitments as of this date to
issue any shares of Common Stock or options or warrants, except for additional
securities that the Company expects to issue for certain professional services
(see "Expenses for Six Months Ending June 30, 2000" below), other than those
already issued in the offering of its common stock pursuant to Regulation D
promulgated under the Securities Act of 1933, as amended (the "Securities Act")
(the "Private Placement"), the Company will likely issue a substantial number of
additional shares in connection with the consummation of a Merger, probably in
most cases equal to nine or more times the amount held by the Company's
stockholders prior to the Merger. The Company also may decide to issue Preferred
Stock, with liquidation and dividend rights, that are senior to the Common
Stock, in connection with a Merger or obtaining financing therefor, although the
Company has no present plans to do so. The Company currently has no intention to
issue Preferred Stock. The Company may have to effect reverse stock splits prior
to any Merger. To the extent that such additional shares are issued, dilution to
the interests of a Company's stockholders will occur. Additionally, a change in
control of the Company may occur which may affect, among other things, the
Company's ability to utilize net operating loss carry-forwards, if any.

        There currently are no limitations on each Company's ability to borrow
funds to effect a Merger. However, the Company's limited resources and lack of
operating history may make it difficult to borrow funds. The amount and nature
of any borrowings by the Company will depend on numerous considerations,
including the Company's capital requirements, potential lenders' evaluation of
the Company's ability to meet debt service on borrowings and the then prevailing
conditions in the financial markets, as well as general economic conditions. The
Company has no arrangements with any bank or financial institution to secure
additional financing and there can be no assurance that such arrangements if
required or otherwise sought, would be available on terms commercially
acceptable or otherwise in the best interests of the Company. The inability of
the Company to borrow funds required to effect or facilitate a Merger, or to
provide funds for an additional infusion of capital into a Merger Target, may
have a material adverse effect on the Company's financial condition and future
prospects, including the ability to effect a Merger. To the extent that debt
financing ultimately proves to be available, any borrowings may subject the
Company to various risks traditionally associated with indebtedness, including
the risks of interest rate fluctuations and insufficiency of cash flow to pay
principal and interest. Furthermore, a Merger Target may have already incurred
debt financing and, therefore, all the risks inherent thereto.

                                       10
<PAGE>

Competition for Merger Opportunities

        The Company is, and will continue to be, an insignificant participant in
the business of seeking a Merger with a Merger Target. The Company expects to
encounter intense competition from other entities having business objectives
similar to those of the Company. Many of these entities, including venture
capital partnerships and corporations, other blind pool companies, large
industrial and financial institutions, small business investment companies and
wealthy individuals, are well-established and have extensive experience in
connection with identifying and effecting Mergers directly or through
affiliates. Many of these competitors possess greater financial, technical,
human and other resources than the Company and there can be no assurance that
the Company will have the ability to compete successfully. The Company's
financial resources will be limited in comparison to those of many of its
competitors. This inherent competitive limitation may compel the Company to
select certain less attractive Merger prospects. There can be no assurance that
such prospects will permit the Company to achieve its stated business
objectives.

Equipment and Employees

        The Company has no operating business and thus no equipment and no
employees, and the Company does not expect to acquire any equipment or
employees. The Company does not intend to develop its own operating business but
instead will seek to effect a Merger with a Merger Target.

Expenses for Six Months Ending June 30, 2000

        Net cash used in operating activities for the six months ended June 30,
2000 was $9,771 as compared to $2,183 for the six months ended June 30, 1999.
The Company did not have other sources or uses of cash during the six months
ended June 30, 2000. Accrued expenses decreased by $950 compared to December 31,
1999. Accordingly cash on hand decreased by $9,771 for the six months ended June
30, 2000 to $20,624.

        Expenses increased by approximately $2,745 and $4,823, respectively, for
the three and six months ended June 30, 2000 as compared to the three and six
months ended June 30, 1999. The increases resulted primarily from
accounting/auditing, legal, and general administrative expenses relating to the
Company's quarterly and annual public disclosure and reporting requirements. The
Company is seeking to reduce these ongoing expenses by obtaining the agreement
of certain of its professional service providers to permit the Company to defer
or forgo cash payment of the expense of their services in exchange for
securities of the Company. As discussed above, the Company will incur
substantial expenses, including expenses for professional and other consulting
services, when it seeks to negotiate and enter into a Merger.


                                       11
<PAGE>

                                     PART II

                                OTHER INFORMATION


Item 2.  Changes in Securities and Use of Proceeds


         In July 2000, 80,000 shares of the Company's Common Stock were issued
to a law firm for legal services rendered in connection with certain annual and
quarterly reporting requirements. These shares were issued pursuant to a
retainer agreement entered into in May 2000. This transaction was exempt from
the registration requirements of the Securities Act of 1933 as amended (the
"Act"), pursuant to Section 4(2) of the Act.

         In July 2000, 50,000 shares of the Company's Common Stock were issued
to an accounting firm for professional services in connection with certain tax
filings and related matters. This transaction was exempt from the registration
requirements of the Act pursuant to Section 4(2) of the Act.

         In July 2000, 40,000 shares of the Company's Common Stock were issued
to a law firm in connection with legal services rendered relating to the
settlement of certain accounts payable and certain miscellaneous matters. This
transaction was exempt from the registration requirements of the Act pursuant to
Section 4(2) of the Act.

         In June 2000, pursuant to a consulting agreement, warrants to purchase
a total of 150,000 shares of the Company's Common Stock, were issued to various
consultants at an exercise price of $0.01 per share. The warrants vested and
were to become exercisable once the services to be provided under the consulting
agreement were performed. The warrants expire on June 25, 2005. As substantial
services have been performed since June 30, 2000, the warrants vested and all
were exercised into 150,000 shares of Common Stock on or prior to August 18,
2000. This transaction was exempt from the registration requirements of the Act
pursuant to Section 4(2) of the Act.

         In July 2000, the Company filed with the SEC a Registration Statement
on Form S-8 for purposes of registering for resale 275,147 shares of Common
Stock issued to consultants, including 150,000 shares of Common Stock, issuable
upon the exercise of warrants.

Item 6.  Exhibits and Reports on Form 8-K.

    (a)   Exhibits

    Exhibit No.   Description
    -----------   -----------

        27        Financial Table Schedule- Exhibit 27

    (b)   Reports on Form 8-K

    No reports on Form 8-K were filed during the quarter ended June 30, 2000.


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<PAGE>

                                   SIGNATURES


      In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                            SPACIAL CORPORATION


Date: August 18, 2000                       By /s/ James A. Prestiano
      ---------------                         -------------------------------
                                            James A. Prestiano, President,
                                            Secretary and Chief Financial
                                            Officer

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