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

                                   FORM 10-QSB

[X] Quarterly report under Section 13 or 15(d) of the Securities
    Exchange Act of 1934

For the Fiscal Quarter Ended March 31, 2001

                                       or

[ ] Transitional report 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 May 3, 2001, 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>

                                     PART I
                              FINANCIAL INFORMATION


Item 1.  Financial Statements.

                                                             SPACIAL CORPORATION
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                                        CONTENTS
                       December 31, 2000 and March 31, 2001 and 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 - 7


<PAGE>

                                                             SPACIAL CORPORATION
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                                  BALANCE SHEETS
                                December 31, 2000 and March 31, 2001 (unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                     ASSETS

                                                                               March 31,       December 31,
                                                                                 2001             2000
                                                                              -----------      ------------
                                                                              (unaudited)
<S>                                                                             <C>              <C>
Assets
      Cash                                                                      $ 11,892         $ 12,976
      Prepaid expenses                                                                --            2,718
                                                                                --------         --------

                              Total assets                                      $ 11,892         $ 15,694
                                                                                ========         ========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
            Accrued expenses                                                    $  1,940         $  1,006
                                                                                --------         --------

            Total current liabilities                                              1,940            1,006
                                                                                --------         --------

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
            2,490,000 (unaudited) and 2,490,000 shares issued
                  and outstanding                                                  2,490            2,490
      Additional paid-in capital                                                  40,610           40,610
      Contributed capital - stock warrants outstanding                             2,813            2,813
      Deficit accumulated during the development stage                           (35,961)         (31,225)
                                                                                --------         --------

                        Total stockholders' equity                                 9,952           14,688
                                                                                --------         --------

                              Total liabilities and stockholders' equity        $ 11,892         $ 15,694
                                                                                ========         ========
</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 Months Ended March 31, 2001 and 2000 (unaudited) and
   for the Period from October 6, 1998 (Inception) to March 31, 2001 (unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                               For the
                                                                                             Period from
                                                                For the                       October 6,
                                                            Three Months Ended                   1998
                                                                March 31,                  (Inception) to
                                                     -------------------------------           March 31,
                                                        2001                2000                 2001
                                                     -----------         -----------        --------------
                                                     (unaudited)         (unaudited)         (unaudited)
<S>                                                  <C>                 <C>                 <C>
Operating expenses                                   $     4,736         $     5,690         $    35,961
                                                     -----------         -----------         -----------

Net loss                                             $    (4,736)        $    (5,690)        $   (35,961)
                                                     ===========         ===========         ===========

Basic and diluted
   Loss per common share                             $    (0.002)        $    (0.003)        $    (0.016)
                                                     ===========         ===========         ===========

   Weighted-average common shares outstanding          2,490,000           2,170,000           2,223,826
                                                     ===========         ===========         ===========
</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 March 31, 2001 (unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                          Contributed     Deficit
                                                                                            Capital -   Accumulated
                                                                             Additional      Stock      during the
                                                        Common Stock           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

Issuance of common stock                              170,000           170        2,280                                   2,450
Issuance and exercise of stock warrants               150,000           150        2,150                                   2,300
Net loss                                                                                                    (17,667)     (17,667)
                                                 ------------  ------------  -----------   ----------  ------------  -----------
Balance, December 31, 2000                          2,490,000         2,490       40,610        2,813       (31,225)      14,688

Net loss (unaudited)                                                                                         (4,736)      (4,736)
                                                 ------------  ------------  -----------   ----------  ------------  -----------

      Balance, March 31, 2001 (unaudited)           2,490,000  $      2,490  $    40,610   $    2,813  $    (35,961) $     9,952
                                                 ============  ============  ===========   ==========  ============  ===========
</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 Three Months Ended March 31, 2001 and 2000 (unaudited) and
   for the Period from October 6, 1998 (Inception) to March 31, 2001 (unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                           For the
                                                                                         Period from
                                                                 For the                  October 6,
                                                            Three Months Ended               1998
                                                                 March 31,              (Inception) to
                                                        ----------------------------       March 31,
                                                            2001             2000            2001
                                                        -----------      -----------    ---------------
                                                        (unaudited)      (unaudited)      (unaudited)
<S>                                                      <C>              <C>              <C>
Cash flows from operating activities
   Net loss                                              $ (4,736)        $ (5,690)        $(35,961)
   Adjustments to reconcile net loss to net cash
      used in operating activities
         Stock warrants outstanding                            --               --            2,813
         Issuance of common stock for services
            rendered                                                                          2,450
         Exercise of warrants issued for services
            rendered                                                                            800
   Change in
      Prepaid expenses                                      2,718               --               --
      Accrued expenses                                        934           (1,187)           1,940
                                                         --------         --------         --------

Net cash used in operating activities                      (1,084)          (6,877)         (27,958)
                                                         --------         --------         --------

Cash flows from financing activities
   Cash received for common stock                              --               --           39,850
   Due to stockholder                                          --               98               --
                                                         --------         --------         --------

Net cash provided by financing activities                      --               98           39,850
                                                         --------         --------         --------

Net increase (decrease) in cash                            (1,084)          (6,779)          11,892

Cash, beginning of period                                  12,976           30,395               --
                                                         --------         --------         --------

Cash, end of period                                      $ 11,892         $ 23,616         $ 11,892
                                                         ========         ========         ========
</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.
            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.


                                       5
<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

            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.

            Recently Issued Accounting Pronouncements
            -----------------------------------------
            In December 1999, the Securities and Exchange Commission staff
            released Staff Accounting Bulletin ("SAB") No. 101, "Revenue
            Recognition," to provide guidance on the recognition, presentation,
            and disclosure of revenue in financial statements. Changes in
            accounting to apply the guidance in SAB No. 101 may be accounted for
            as a change in accounting principle effective January 1, 2000.
            Management has not yet determined the complete impact of SAB No. 101
            on the Company; however, management does not expect that application
            of SAB No. 101 will have a material effect on the Company's revenue
            recognition and results of operations.

            In March 2000, the Financial Accounting Standards Board ("FASB")
            issued FASB Interpretation No. 44, "Accounting for Certain
            Transactions Involving Stock Compensation," (an Interpretation of
            Accounting Principles Bulletin Opinion No. 25 ("APB 25")) ("FIN
            44"). FIN 44 provides guidance on the application of APB 25,
            particularly as it relates to options. The effective date of FIN 44
            is July 1, 2000, and the Company has adopted FIN 44 as of that date.

            In June 2000, the FASB issued SFAS No. 138, "Accounting for
            Certain Instruments and Certain Hedging Activities." This
            statement is not applicable to the Company.

            In September 2000, the FASB issued SFAS No. 140, "Accounting for
            Transfers and Servicing of Financial Assets and Extinguishments
            of Liabilities, a replacement of FASB Statement No. 125." This
            statement is not applicable to the Company.


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 March
            31, 2001, the warrants were still outstanding.


NOTE 3 - ISSUANCE OF COMMON STOCK

            On August 8, 2000, the Company issued 170,000 shares of common stock
            valued at $2,450 under various agreements with several consultants
            in return for certain professional services rendered, which were not
            related to raising capital.


NOTE 4 - RESTRICTED STOCK

            2,214,853 shares of common stock issued to the President and other
            stockholders are subject to a Lockup and Registration Rights
            Agreement. Under the terms of the agreement, these shares cannot be
            sold, pledged, assigned, or otherwise transferred or hypothecated
            (a) for a period of six months after the registration of the common
            stock and merger and (b) to the extent of 50% of the shares of the
            Company, for a period of 12 months following the consummation of the
            merger.

                                       6
<PAGE>

NOTE 5 - EXERCISE OF WARRANTS ISSUED

            On June 26, 2000, pursuant to a consulting agreement, warrants to
            purchase a total of 150,000 shares of the Company's common stock,
            par value $0.001, were issued to various consultants at an exercise
            price of $0.01 per share. In September 2000, holders of these
            warrants exchanged the warrants for 150,000 shares of common stock,
            the consideration for which was the fair value of their services,
            valued at $800, and a cash payment of $1,500.


NOTE 6 - 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.



                                       7
<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,
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, 2000 for a
description of certain of the known risks and uncertainties of the Company.)

General

     Our plan is to seek, investigate, and if such investigation warrants,
consummate a merger or other business combination, purchase of assets or other
strategic transaction (i.e. 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, we have no binding agreement to enter into a Merger
with any specific business or company and we have not identified any specific
business or company for investigation and evaluation. We will not restrict our
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
Annual Report is purposefully general and is not meant to restrict our virtually
unlimited discretion to search for and enter into potential business
opportunities. While we maintain as low an overhead as possible, we also have
minimal capital that may not be sufficient to satisfy our cash requirements
during the next 12 months. We pay for a substantial portion of our services with
our Common Stock, which should, combined with our cash on hand, satisfy our
requirement for funds during the next 12 months. In the event that our funds are
not sufficient, we may be required to raise additional funds in the next 12
months.

     We 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. Indeed, our most common merger candidates are often
companies that lack the ability to conduct an IPO, or whose business industry is
not well received by the investment banking community. 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. We 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. Many potential Merger Targets are in industries that have
essentially not presented well in the conventional IPO market, regardless of
their financial success, and suffer from low initial valuations. The 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.

                                       8
<PAGE>

     We don't have sufficient capital with which to provide the owners of Merger
Targets significant cash or other assets. We believe we can 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, we have not conducted any specific market
research and we are not aware of statistical data which would support the
perceived benefits of a Merger or acquisition transaction for the owners of a
Merger Target.

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

     We will not restrict our search for any specific kind of Merger Target, and
we 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 we 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 we may offer. However, we do not intend to obtain
funds in one or more private placements to finance the operation of any acquired
business opportunity until such time as we have successfully consummated such a
Merger, if ever.

Selection and Evaluation of Merger Targets

     Our Management, which currently consists of Mr. Prestiano, 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 us.

     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 nature of the
specific acquisition. Likewise, the Merger Target after the merger will be
subject to similar rules. Consequently, we 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. If after a Merger the Company
fails to comply with these rules, the stockholders may be adversely affected
because we may not be able to file registration statements or raise capital
until satisfactory audits are obtained.

     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. Mr.
Prestiano, our current executive officer and sole director intends to devote
only a small portion of his time to our affairs and, accordingly, consummation
of a Merger may require a greater period of time than if our management devoted
his full time to our affairs. We have engaged third party consultants to assist
us in evaluation and due diligence review of potential Merger Targets. To date,
these third party consultants have been paid in stock only, but we may be
required to hire new consultants and/or pay such persons cash or other
securities of the Company to carry out our business plan.

     We will seek potential Merger Targets from all known sources and anticipate
that various prospective Merger Targets will be brought to our 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, our executive officer, director and
his affiliates. While we have not yet ascertained how, if at all, we will
advertise and promote our company, we may elect to publish advertisements in
financial or trade publications seeking potential business acquisitions. Such an
advertisement may only be made pursuant to an exemption under the Securities
Act. While we do not presently anticipate engaging the services of professional
firms that specialize in finding business acquisitions on any formal basis, we
may engage such firms in the future, in which event we may pay a finder's fee or
other compensation. In no event, however, will we pay a finder's fee or
commission to our current officer and director or any entity with which he is
affiliated for such service. Moreover, in

                                       9
<PAGE>

no event shall we issue any of our securities to any officer, director or
affiliate 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;

     o    the available technical, financial and managerial resources;
     o    working capital and other financial requirements;
     o    the current Wall Street and other market and analyst's valuations of
          similarly situated companies;
     o    history of operation, if any;
     o    prospects for the future;
     o    present and expected competition;
     o    the quality and experience of management services which may be
          available and the depth of that management;
     o    the potential for further research, development or exploration;
     o    specific risk factors not now foreseeable but which then may be
          anticipated to impact the proposed activities of the company;
     o    the potential for growth or expansion;
     o    the potential for profit;
     o    the perceived public recognition or acceptance of products, services
          or trades; and
     o    name recognition.

     Merger opportunities in which we may participate will present certain
risks, many of which cannot be adequately identified prior to selecting a
specific opportunity. Our 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. To help offset this and minimize expense we have employed
several consultants, who have received stock compensation only, to perform due
diligence and assist us in evaluating Merger Targets. Furthermore, even if an
agreement is reached for the participation in a specific Merger opportunity, the
failure to consummate that transaction may result in our loss of the related
costs incurred.

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

Consultants Retained To Assist In Mergers

     In order to assist us in reviewing and evaluating Merger Targets, we have
retained certain consultants. These consultants received stock compensation only
and may be reimbursed for certain out of pocket expenses incurred at our
request. We may be required to retain additional consultants for cash
consideration if the need should arise, and we will be limited, by cash on hand
in doing so.

Structuring of a Merger

     As a general rule, Federal and state tax laws and regulations have a
significant impact upon the structuring of Mergers. We 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 us, the
Merger Target and our respective stockholders. There can be no assurance that
the Internal Revenue Service or relevant state tax authorities will ultimately
assent to our 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 us, the Merger Target and our respective stockholders. Tax
considerations as well as other relevant factors will be evaluated in
determining the precise structure of a particular Merger.

                                       10
<PAGE>

     We may utilize available cash and equity securities in effecting a Merger.
Although we have no commitments as of this date to issue any shares of Common
Stock or options or warrants, except for additional securities that we may issue
for certain professional services, other than those already issued in the
offering of our common stock pursuant to Regulation D promulgated under the
Securities Act of 1933, as amended (the "Securities Act") (the "Private
Placement"), we 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 our stockholders prior to the Merger. This
will leave current stockholders with approximately 10% or less of the post
merger company. We also may decide to issue Preferred Stock, with rights, voting
privileges, liquidation and dividend preferences that are senior to the Common
Stock, in connection with a Merger or obtaining financing therefore, although we
have no present plans to do so. We may have to effect reverse stock splits prior
to or immediately after any Merger. To the extent that such additional shares
are issued, dilution to the interests of our stockholders will occur.
Additionally, in connection with a Merger, a change in control will occur which
may affect, among other things, our ability to utilize net operating loss
carry-forwards, if any.

     We may need to borrow funds to effect a Merger. However, our limited
resources and lack of operating history may make it difficult to do so. The
amount and nature of our borrowings will depend on numerous considerations,
including our capital requirements, potential lenders' evaluation of our ability
to meet debt service on borrowings and the then prevailing conditions in the
financial markets, as well as general economic conditions. We have 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 our best interests. Our inability 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 our
financial condition and future prospects, including our ability to effect a
Merger. To the extent that debt financing ultimately proves to be available, any
borrowings may subject us 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, we will assume
all the risks inherent thereto.

Merger Target

     We are, and may continue to be, subject to intense competition in the
business of seeking a Merger with a Merger Target. Such competition is from
other entities having business strategies similar to ours. 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 us and there can be no
assurance that we will have the ability to compete successfully. Our financial
resources will be limited in comparison to those of many of our competitors.
This inherent competitive limitation may compel us to select certain less
attractive Merger prospects. There can be no assurance that such prospects will
permit us to achieve our stated business objectives.

Equipment and Employees

     We have no operating business and thus no equipment and no employees other
than our president, who does not receive a salary. We do not expect to acquire
any equipment or employees. We do not intend to develop our own operating
business but instead hope to effect a Merger with a Merger Target.

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<PAGE>

Expenses for Fiscal Quarter Ended March 31, 2001

     Net cash used in operating activities for the three months ended March 31,
2001 was $1,084, which was a decrease from $6,877 for the three months ended
March 31, 2000. The Company's total liabilities and stockholders' equity as of
March 31, 2001 was reduced by $3,802 to $11,892, as compared to total
liabilities and stockholders' equity of $15,694 at the fiscal year ended
December 31, 2000.

     Expenses of approximately $4,736 for the fiscal quarter ended March 31,
2001 resulted primarily from accounting/auditing, legal, and general
administrative expenses relating to the Company's annual public disclosure and
reporting requirements. 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.


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<PAGE>

                                     PART II

                                OTHER INFORMATION


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

      (a)   Exhibits

Exhibit Number               Description
--------------               -----------

     4.1            Form of Subscription Supplement, Lock-Up and
                    Registration Rights Agreement executed by investors in the
                    December 1998 Private Placement. (1)

     4.2            Form of Subscription Agreement executed by investors in
                    the Private Placement. (1)

     4.3            Placement Agent's Warrant Agreement between Algiers
                    Resources, Inc., Balstron Corporation, Daliprint, Inc.,
                    Hartscup Corporation, Mayall Partners, Inc., PSLRA, Inc.,
                    Regal Acquisitions Inc., Spacial Corporations, Voyer One,
                    Inc., Voyer Two, Inc. and CMI, dated as of April 19, 1999
                    relating to issue of Placement Agent Warrants to purchase
                    $51,000 Shares of Common Stock. (1)

     4.4            Consulting Agreement dated as of June 26, 2000, between
                    Algiers Resources, Inc., Balstron Corporation, Daliprint,
                    Inc., Hartscup Corporation, Mayall Partners, Inc., PSLRA,
                    Inc., Regal Acquisitions Inc., Spacial Corporations, Voyer
                    One, Inc., Voyer Two, Inc. and CMI (the "Consultant"). (2)

     4.5            Form of Warrant Agreement relating to warrants issued to
                    Consultant. (3)

     10             Placement Agent Agreement between each of Algiers
                    Resources, Inc., Balstron Corporation, Daliprint, Inc.,
                    Hartscup Corporation, Mayall Partners, Inc., PSLRA, Inc.,
                    Regal Acquisitions Inc., Spacial Corporations, Voyer One,
                    Inc., Voyer Two, Inc. and Tradeway Securities, Inc. as
                    Placement Agent. (1)

---------------------
(1)  Incorporated by reference from the Company's Form 10-KSB, for fiscal year
     ended December 31, 1999.
(2)  Incorporated by reference from Exhibit 4.1 to the Company's Registration
     Statement on Form S-8 (SEC File No. 333-41916), filed on July 20, 2000.
(3)  Incorporated by reference from Exhibit 4.2 to the Company's Registration
     Statement on Form S-8 (SEC File No. 333-41916), filed on July 20, 2000.

      (b)   Reports on Form 8-K

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

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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: May 15, 2001                     By /s/ James A. Prestiano
                                          -----------------------------
                                          James A. Prestiano, President,
                                          Secretary and Chief Financial Officer






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