U. S. Securities and Exchange Commission
                     Washington, D. C.  20549

                           FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the calendar year ended December 31, 1999
                                  --------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the transition period from _________________ to __________________

                 Commission File No.  033-20344-LA
                                      ------------

                         O. T. S. HOLDINGS, INC.
                         -----------------------
          (Name of Small Business Issuer in its Charter)

         COLORADO                                            84-1077242
-------------------------------                     --------------------------
(State or Other Jurisdiction of                   (I.R.S. Employer I.D. No.)
 incorporation or organization)

                           3046 E. Brighton Place
                         Salt Lake City, Utah 84121
                           -----------------------
                   (Address of Principal Executive Offices)

                  Issuer's Telephone Number:  (801) 201- 7635

                       4535 West Sahara, Suite 105-13B
                           Las Vegas, Nevada 89102
                           ----------------------
      (Former name and former address, if changed since last Report)

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

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

     Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

     (1)   Yes X     No            (2)   Yes      No X

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB.  [ ]

State Issuer's revenues for its most recent calendar year:
December 31, 1999 - $0.00

For the Exhibit Index, see Part III, Item 13.

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

     March 6, 2000 - $700.  There are approximately 46,631 shares of common
voting stock of the Registrant held by non-affiliates.  During the past five
years, there has been no "established market" for shares of common stock of
the Registrant, so the Registrant has arbitrarily valued these shares on the
basis of the present low bid price for these shares on the OTC Bulletin Board
of the NASD.

           (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                  DURING THE PAST FIVE YEARS)

     The Issuer filed bankruptcy proceedings on April 23, 1997, which were
dismissed on December 23, 1999, by a No Asset Report of the Trustee.  No other
material action was taken during the pendency of these proceedings.  See Part
I, Item 3.

           (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

          State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:

                         March 6, 2000

                       Common - 184,497
                     Preferred - 331,950

               DOCUMENTS INCORPORATED BY REFERENCE
               -----------------------------------

                     See Part III, Item 13

   Transitional Small Business Issuer Format   Yes  X   No ___

                              PART I

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

Business Development.
--------------------

     O. T. S. Holdings, Inc., a Colorado corporation (the "Company" or "OTS"),
was incorporated under the laws of the State of Colorado under the name "Vates
Corp." on August 15, 1986.  Name changes were effected to (i) "Graystone
Ventures, Inc." on January 4, 1988; (ii) "American Jet Holdings, Inc." on
December 18, 1989; and (iii) "O. T. S. Holdings, Inc." on June 6, 1991.

     There have been three reverse splits of the outstanding securities of the
Company since its inception.  The only reverse split effected by the Company
during the past two years was effected on March 2, 2000, amounting to a 100
for one reverse split, while retaining the current authorized shares, with
appropriate adjustments to the capital accounts of the Company.  All
computations herein take into account all reverse splits and recapitalizations
of the Company's common stock.

     During 1988, the Company conducted a public offering of a portion of its
securities pursuant to a Registration Statement on Form S-18 filed with the
Securities and Exchange Commission and a related Prospectus.  The offering was
completed in 1989.  This Registration Statement is incorporated herein by
reference.  See Part III, Item 13.

     The last revenues produced by the Company were during the year ended
December 31, 1995, from the sale of specialty food products by its then
wholly-owned subsidiary, All Pure Foods, Inc., a Nevada corporation ("All Pure
Foods").  These operations ceased in 1995, and this subsidiary was abandoned.

     The Company recommenced its developmental stage in calendar 1996.

     OTS filed bankruptcy proceedings on April 23, 1997, which were dismissed
without any formal proceedings on the No Asset Report of the Trustee on
December 23, 1999.

     Mark Meriwether, the current sole director and executive officer of the
Company, acquired approximately 13,786,590 shares of the Company's outstanding
voting securities, representing approximately 75% of all voting securities
which were issued and outstanding.  See the 8-K Current Report of the Company
dated January 6, 2000, which has been previously filed with the Securities and
Exchange Commission and is incorporated herein by reference.  See Part III,
Item 13.

     On February 18, 2000, the Company, pursuant to a tentative Agreement and
Plan of Reorganization (the "Tentative Agreement") between the Company and
Thin Battery, Inc., a Nevada corporation ("Thin Battery"), agreed to issue
15,000,000 post-split shares or an amount of securities to represent not less
than approximately 90% of the post-Tentative Agreement outstanding shares of
the Company, following a reverse split of the outstanding securities of the
Company of 100 for one, while retaining the present authorized capital, with
appropriate adjustments to the stated capital accounts of the Company.

     Thin Battery has been in research and development for many years
developing micro type batteries with a thickness less than 20un.  Thin Battery
has rights to more than 12 patents in the thin film area and has developed
many proprietary-manufacturing processes.  There are numerous applications for
products including medical implant devices, consumer electronic devices,
laptop computers and various military, government and aerospace applications.

Business.
---------

     The Company intends to negotiate the completion of this Tentative
Agreement and thereafter develop and market the "Thin Film Battery" and
related patents which comprise the material assets underlying this Tentative
Agreement.


     If and until these negotiations are completed, the Company will not be in
a position to finalize its business plan and funding requirements for the
coming year.  If finalized, an 8-K Current Report will be filed with the
Securities and Exchange Commission which will provide in detail the Company's
business plan and all material aspects of its intentions respecting the Thin
Film Battery, including, but not limited to a description of related patents,
research and development that will be anticipated, marketing methods and
similar information that would have been required in this Report had the
Tentative Agreement been finalized prior to December 31, 1999.

     Thin Battery has been in research and development for many years
developing micro type batteries with a thickness less than 20un.  Thin Battery
has rights to more than 12 patents in the thin film area and has developed
many proprietary-manufacturing processes.  There are numerous applications for
products including medical implant devices, consumer electronic devices,
laptop computers and various military, government and aerospace applications.

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

     The Company has no facilities or leased offices; presently, the principal
executive offices and telephone number of the Company are those of its
President, Mark Meriwether, which are provided at no cost.

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

     The Company is not the subject of any pending legal proceedings;
and to the knowledge of management, no proceedings are presently contemplated
against the Company by any federal, state or local governmental agency.  A
portion of the present liabilities of the Company, the satisfaction of which
is now being negotiated, is represented by a judgment rendered against the
Company.

     Further, to the knowledge of management, no director or executive
officer is party to any action in which any has an interest adverse to the
Company.

     The Company filed bankruptcy proceedings in the United States District
Court, Central District of California, Los Angeles Division, styled as
Bankruptcy No. SV-97-14756KL on April 23, 1997; on the filing of a No Asset
Report by the Trustee on December 23, 1999, the bankruptcy petition was
dismissed, without any formal proceedings having been conducted.

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

     No matter was submitted to a vote of the Company's security
holders during the fourth quarter of the period covered by this Report or
during the previous two calendar years.

                             PART II

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

Market Information.
-------------------

     There has never been any "established trading market" for shares of
common stock of the Company.  The common stock of the Company is presently
quoted on the OTC Bulletin Board of the NASD on a nominal basis, as reflected
below.  In any event, no assurance can be given that any market for the
Company's common stock will develop or be maintained.  If a public market ever
develops in the future, the sale of "unregistered" and "restricted" shares of
common stock pursuant to Rule 144 of the Securities and Exchange Commission by
members of management or others may have a substantial adverse impact on any
such public market.  50,880 of the current outstanding shares of the Company
which are designated as "restricted securities" have presently satisfied the
required holding period under Rule 144.

     The range of high and low bid quotations for the Company's common stock
during the each quarter of the year ended December 31, 1998 and each quarter
of the calendar year ended December 31, 1999, is shown below. Prices are
inter-dealer quotations as reported by the NASD  and do not necessarily
reflect transactions, retail markups, mark downs or commissions.

<TABLE>
<CAPTION>
                             STOCK QUOTATIONS*

                                                  BID

Quarter ended:                          High                Low
--------------                          ----                ---

<S>                                     <C>                 <C>

March 31, 1998                          .02                 .02

June 30, 1998                           .02                 .005

September 30, 1998                      .005                .005

December 31, 1998                       .005                .005

March 31, 1999                          .005                .005

June 30, 1999                           .02                 .005

September 30, 1999                      .021                .01

December 31, 1999                       .0125               .01

</TABLE>

          *    The future sale of presently outstanding "unregistered" and
               "restricted" common stock of the Company by present members of
               management and others may have an adverse effect on any market
             that may develop in the shares of common stock of the Company.

Holders.
--------

     The number of record holders of the Company's common stock as of
the calendar year ended December 31, 1999, was approximately 347; this number
does not include an indeterminate number of stockholders whose shares are held
by brokers in street name.  As of March 8, 2000, there were approximately 349
stockholders.

Dividends.
----------

     There are no present material restrictions that limit the ability
of the Company to pay dividends on common stock or that are likely to do so in
the future.  The Company has not paid any dividends with respect to its common
stock, and does not intend to pay dividends in the foreseeable future.

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

Plan of Operation.
------------------

     The last revenues produced by the Company were during the year ended
December 31, 1995, from the sale of specialty food products by its then
wholly-owned subsidiary, All Pure Foods, Inc., a Nevada corporation ("All Pure
Foods").  These operations ceased in 1995, and this subsidiary was abandoned.

     The Company recommenced its developmental stage in calendar 1996.

     OTS filed bankruptcy proceedings on April 23, 1997, which were dismissed
without any formal proceedings on the No Asset Report of the Trustee on
December 23, 1999.

     On February 18, 2000, the Company, pursuant to a tentative Agreement and
Plan of Reorganization (the "Tentative Agreement") between the Company and
Thin Battery, Inc., a Nevada corporation ("Thin Battery"), agreed to issue
15,000,000 post-split shares or an amount of securities to represent not less
than approximately 90% of the post-Tentative Agreement outstanding shares of
the Company, following a reverse split of the outstanding securities of the
Company of 100 for one, while retaining the present authorized capital, with
appropriate adjustments to the stated capital accounts of the Company.  The
Company intends to negotiate the completion of this Tentative Agreement and
thereafter develop and market the "Thin Film Battery" and related patents
which comprise the material assets underlying this Tentative Agreement.  See
Part III, Item 13.

     If and until these negotiations are completed, the Company will not be in
a position to finalize its business plan and funding requirements for the
coming year.

Results of Operations.
----------------------

     The Company had no revenues or operations during fiscal 1999 or 1998,
with accrued expenses of $31,347 for interest in each year, resulting in
losses in these amounts for each of these years.

     Cash assets were nil, with marketable securities valued at $8,000.  These
securities were transferred to a related party in 2000 for cancellation of
debt.

     Total liabilities were $1,773,119 for fiscal 1999.

Liquidity.
----------

     The Company had no cash or liquid resources during fiscal 1998 or 1999.

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

For the years ended December 31, 1999 and 1998.

     Independent Auditors' Report

     Balance Sheet

     Statements of Operations

     Statement of Changes in Stockholders' Equity

     Statements of Cash Flows

     Notes to the Financial Statements
<PAGE>
                     O.T.S. HOLDINGS,  INC.

                 FINANCIAL STATEMENTS AND REPORT

           OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                          December 31, 1999
<PAGE>
Andersen Andersen & Strong, L.C. [letterhead]

Board of Directors
O.T.S. Holdings, Inc.
Salt Lake City, Utah

        REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have audited the accompanying balance  sheet of O.T.S. Holdings, Inc.
(development stage company) at  December 31, 1999 and the related statement of
operations, stockholders' equity, and cash flows for the  years ended December
31, 1999 and 1998 and the period from January 1, 1996 (date of inception of
development stage)  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 audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and  significant
estimates made by management as well as evaluating the overall balance sheet
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of    O.T.S. Holdings,  Inc. at
December 31, 1999,  and the results of  operations, and  cash flows for the
years ended December 31, 1999 and 1998 and the period from January 1,  1996
(date of inception of development stage) 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.  The Company  will need additional
working capital for its planned activity, which raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are described in  Note 6. These financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.

/s/Andersen Andersen & Strong
March 6 , 2000
Salt Lake City, Utah
<PAGE>
<TABLE>
                        O.T.S. HOLDINGS, INC.
                           BALANCE SHEET
                         December 31, 1999

<CAPTION>
<S>                                                         <C>
ASSETS

CURRENT ASSETS

 Cash                                                          $        -
         Total Current Assets                                           -

OTHER ASSETS

    Securities - available for sale   - Note 3                        8,000

                                                                 $    8,000

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

 Accounts payable                                                $1,376,486
    Accrued interest payable - preferred stock                      396,713
   Total Current Liabilities                                      1,773,199

STOCKHOLDERS' EQUITY

    Preferred stock
      10,000,000 shares authorized at $0.10 par value;
      331,950 issued and outstanding                                 33,195
 Common stock
       100,000,000 shares authorized at no par value;
       72,697 issued and outstanding                              1,288,094
 Capital in excess of par value                                   4,155,910
    Accumulated deficit - Note 1                                 (7,242,398)

   Total Stockholders' Equity                                    (1,765,199)

                                                               $      8,000
</TABLE>
 The accompanying notes are an integral part of these financial statements.
<TABLE>
                      O.T.S. HOLDINGS  INC.
                     STATEMENTS OF OPERATIONS
          For the Years Ended December 31, 1999 and 1998
                       and the Period January 1, 1996
           (date of inception of development stage) to December 31, 1999
<CAPTION>
                                                        Period
                                    Dec 31,     Dec 31,         Jan 1, 1996
                                     1999        1998         to Dec 31, 1999
<S>                                <C>        <C>           <C>
REVENUES                            $     -    $      -      $       -

EXPENSES                               31,347      31,347        314,036

NET LOSS - before other income
and losses                            (31,347)    (31,347)      (314,036)

OTHER INCOME AND LOSSES

   Loss of assets                         -           -       (4,608,767)

NET PROFIT (LOSS)                   $ (31,347)  $ (31,347)  $ (4,922,803)

NET PROFIT (LOSS) PER COMMON
 SHARE

    Basic                             $ (0.43)    $ (0.43)

    Diluted                           $ (0.08)    $ (0.08)

AVERAGE OUTSTANDING
   SHARES

        Basic                          72,697      72,697

        Diluted                       404,647     404,647
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
                      O.T.S.  HOLDINGS, INC.
                 STATEMENT OF CHANGES  IN STOCKHOLDERS' EQUITY
          Period January 1, 1996 (date of inception of development stage) to
                              December 31, 1999
<CAPTION>
                Preferred Stock   Common Stock    Excess of   Accumulated
                Shares   Amount  Shares   Amount  Par Value     Deficit
<S>             <C>       <C>     <C>      <C>      <C>       <C>
Balance
January 1, 1996 331,950  $ 33,195  67,714  $1,267,161 $4,155,910 $(2,319,595)

Issuance of
common stock
for services at
$4.20-1996          -         -     4,983      20,933        -           -

Net operating
loss for the year
ended December 31,
1996                -         -       -           -          -    (4,748,837)

Net operating loss
for the year ended
December 31, 1997   -         -       -           -          -      (111,272)

Net operating loss
for the year ended
December 31, 1998   -         -       -           -          -       (31,347)

Net operating loss
for the year ended
December 31, 1999   -         -       -           -          -       (31,347)

Balance
December 31, 1999 331,950 $33,195  72,697  $1,288,094 $4,155,910 $(7,242,398)
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
                     O.T.S. HOLDINGS,   INC.
                     STATEMENTS OF CASH FLOWS
          For the Years Ended December 31, 1999  and 1998
and the period January 1, 1996 (date of inception of development stage) to
                        December 31, 1999
<CAPTION>
                                                                 Period
                              Dec 31,        Dec 31,          Jan 1, 1996
                               1999           1998          to Dec 31, 1999
<S>                         <C>             <C>             <C>
CASH FLOWS FROM
 OPERATING ACTIVITIES

 Net profit (loss)           $ (31,347)      $ (31,347)      $ (4,922,803)

Adjustments to reconcile
net loss to net cash
provided by operating
activities

   Change in accounts payable   31,347          31,347            293,103
   Issuance of common stock
   for expenses                    -               -               20,933
   Loss of assets                  -               -            4,608,767

      Net Cash From (Used)
      in Operations                -               -                  -

CASH FLOWS FROM INVESTING
 ACTIVITIES

                                   -               -                  -

CASH FLOWS FROM FINANCING
 ACTIVITIES

                                   -               -                  -

 Net Increase (Decrease) in Cash   -               -                  -

 Cash at Beginning of Period       -               -                  -

 Cash at End of Period        $    -         $     -          $       -

NON CASH OPERATING  ACTIVITIES

Issuance of 4,983 shares common stock for services - 1996     $    20,933
</TABLE>
The accompanying notes are an integral part of these financial statements.
                     O.T.S. HOLDINGS,  INC.
                  NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

The Company was incorporated on August 15, 1986 under the laws of the state of
Colorado, with the name "Vates Corp." with authorized common stock of
100,00,000 shares with no par value and  authorized preferred stock of
10,000,000 shares with a par value of $0.10. On January 4, 1988, the name was
changed to "Graystone Ventures, Inc.", and on December 18, 1989 to "American
Jet Holdings, Inc." On June 6, 1991, the name was changed to "O.T.S. Holdings,
Inc."

Since inception, the Company has completed several  acquisitions  in
connection with three reverse stock splits resulting in its present
capitalization.

This report has been prepared reflecting these after stock split shares  from
inception.

After 1995 the Company ceased all operations,  lost its remaining assets, and
became  inactive and is considered to be in the development stage after that
date.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The Company recognizes income and expenses based on the accrual method of
accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes

On December 31, 1999, the Company had a net operating loss carry forward of
$7,242,398. The tax benefit from the loss carry forward has been fully offset
by a valuation reserve because the use of the future tax benefit is doubtful
since the Company has no operations and there has been a substantial change in
its stockholders.   The loss carryover expires in the years from 2001 through
2020.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles.  Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.  Actual results could vary from the estimates that were assumed in
preparing the financial statements.

Financial Instruments

The carrying amounts of financial instruments, including the securities and
the accounts payable, are considered by management to be their estimated fair
values.

Basic and Diluted Net Income (Loss) Per Share

Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding, after the  stock splits.
Diluted net income (loss) per share amounts are computed using the weighted
average number of common shares and common equivalent shares outstanding as if
shares had been issued on the exercise of the preferred share rights.

Comprehensive Income

The Company adopted Statement of Financial Accounting Standards No. 130. The
adoption of this standard had no impact on the total stockholder's equity on
December 31, 1999.

Recent Accounting Pronouncements

The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.

3.   SECURITIES - AVAILABLE FOR SALE

Securities available for sale consisted of 8,660,000  shares of  CEC. The
amount shown in the balance sheet is considered by management to be its fair
market value on December 31, 1999.   During January 2000, the stock was traded
to a related party for the assumption of debt.

4.  RELATED PARTY TRANSACTIONS

Related  parties will have  acquired 75% of the common stock issued by the
Company after the events shown in note 7.

5.  BANKRUPTCY

On   April 23, 1997  the Company entered a petition in bankruptcy to clear its
debt, however, on  December 23, 1999,  the court terminated the petition with
no action because of a no asset report by the trustee.

6.  GOING CONCERN

The Company intends to acquire  interests in various business opportunities
which, in the opinion of management, will provide a profit to the Company,
however there is insufficient working capital for any future planned activity.

Continuation of the Company  as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through additional
equity funding and long term debt which will enable the Company to conduct
operations for the coming year.

There can be no assurance that they may be successful in this effort.

7.  SUBSEQUENT EVENTS

During January and February 2000 the Company authorized the issuance of
112,000 common shares  for cash of $25,000 and services, 43,925 common shares
for the redemption of 331,950 shares of preferred stock, 1,515,924 common
shares for the settlement of $1,765,232 in debt.

On February 18, 2000, the Company, pursuant to a tentative Agreement and  Plan
of Reorganization between the Company, and Thin Battery, Inc., a Nevada
corporation,  agreed to issue 15,000,000   post split shares, or an amount of
securities to represent not less than approximately 90% of the post tentative
agreement outstanding shares of the Company, following the reverse spit of the
outstanding stock (note 1) of the Company of 100 for one while retaining the
present authorized capital, with appropriate adjustments to the stated capital
accounts of the Company.
<PAGE>

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

     No independent accountant of the Company has resigned, declined to
stand for re-election or was dismissed during the Company's two most recent
calendar years or any interim period.  Due to the Company's lack of
significant business operations since approximately 1995, present management
deemed it to be in the best interests of the Company to appoint a new
independent accountant to audit its financial statements.  Accordingly, the
Board of Directors unanimously resolved to retain the services of Andersen,
Andersen & Strong, L.C., Certified Public Accountants in January, 2000, to
audit the financial statements of the Company including this Report.

                             PART III

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

Identification of Directors and Executive Officers.
---------------------------------------------------

     The following table sets forth, in alphabetical order, the names
and the nature of all positions and offices held by all directors and
executive officers of the Company for the calendar years ending December 31,
1999 and 1998, and to the date hereof, and the period or periods during which
each such director or executive officer served in his respective positions.

                                           Date of           Date of
                     Positions            Election or       Termination
   Name                 Held              Designation        or Resignation
   ----              -----------          -----------       --------------

Mark Meriwether       President             1/6/97                *
                      and Director
                      Secretary/
                      Treasurer

Gerald Levine         President               1990              1/6/00
                      Director

Marie Levine          Secretary/Treasurer     1990              1/6/00

          *  These persons presently serve in the capacities
          indicated opposite their respective names.

Term of Office.
---------------

     The term of office of the current directors shall continue until
the annual meeting of stockholders, which is scheduled in accordance with the
direction of the Board of Directors.  The annual meeting of the Board of
Directors immediately follows the annual meeting of stockholders, at which
officers for the coming year are elected.

Business Experience.
--------------------

     Mark Meriwether.  Mr. Meriwether is 43 years of age, and for the past
five years, his principal occupation has involved providing services to public
and private companies in the areas of corporate restructuring and
reorganizations, mergers and funding as an independent contractor.

Involvement in Certain Legal Proceedings.
-----------------------------------------

    Except as indicated below and to the knowledge of management,
during the past five years, no present or former director, person nominated to
become a director, executive officer, promoter or control person of the
Company:

          (1)  Was a general partner or executive officer of any business
               by or against which any bankruptcy petition was filed,
               whether at the time of such filing or two years prior
               thereto;

          (2)  Was convicted in a criminal proceeding or named the subject
               of a pending criminal proceeding (excluding traffic
               violations and other minor offenses);

          (3)  Was the subject of any order, judgment or decree, not
               subsequently reversed, suspended or vacated, of any court of
               competent jurisdiction, permanently or temporarily enjoining
               him from or otherwise limiting, the following activities:

               (i)  Acting as a futures commission merchant, introducing
                    broker, commodity trading advisor, commodity pool
                    operator, floor broker, leverage transaction merchant,
                    associated person of any of the foregoing, or as an
                    investment adviser, underwriter, broker or dealer in
                    securities, or as an affiliated person, director or
                    employee of any investment company, bank, savings and
                    loan association or insurance company, or engaging in
                    or continuing any conduct or practice in connection
                    with such activity;

                  (ii)   Engaging in any type of business practice; or

                 (iii)   Engaging in any activity in connection with the
                         purchase or sale of any security or commodity or
                         in connection with any violation of federal or
                         state securities laws or federal commodities
                         laws;

          (4)  Was the subject of any order, judgment or decree, not
               subsequently reversed, suspended or vacated, of any federal
               or state authority barring, suspending or otherwise limiting
               for more than 60 days the right of such person to engage in
               any activity described above under this Item, or to be
               associated with persons engaged in any such activity;

          (5)  Was found by a court of competent jurisdiction in a civil
               action or by the Securities and Exchange Commission to have
               violated any federal or state securities law, and the
               judgment in such civil action or finding by the Securities
               and Exchange Commission has not been subsequently reversed,
               suspended, or vacated; or

          (6)  Was found by a court of competent jurisdiction in a civil
               action or by the Commodity Futures Trading Commission to
               have violated any federal commodities law, and the judgment
               in such civil action or finding by the Commodity Futures
               Trading Commission has not been subsequently reversed,
               suspended or vacated.

Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------

     No securities of the Company are registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, and the Company files reports
under Section 15(d) of the Securities Exchange Act of 1934; accordingly,
directors, executive officers and 10% stockholders are not required to make
filings under Section 16 of the Securities Exchange Act of 1934.

Item 10. Executive Compensation.
-------------------------------

Cash Compensation.
------------------

     The following table sets forth the aggregate executive
compensation paid by the Company for services rendered during the periods
indicated:

                        SUMMARY COMPENSATION TABLE

                                             Long Term Compensation
          Annual Compensation             Awards     Payouts
  (a)           (b)      (c)    (d)   (e)     (f)          (g)    (h)    (i)

Name and     Years or              Other                               All
principal    periods               Annual   Restricted Option/  LTIP   Other
position     Ended       $     $   Compen-  Stock      SAR's   Payouts Compen-
                      Salary Bonus sation   Awards$    #       $       sation
------------------------------------------------------------------------------
Mark         12/31/98    0     0     0         0           0      0       0
Meriwether   12/31/99    0     0     0         0           0      0       0
President
Sec'y/
Treasurer
Director

Gerald       12/31/98    0     0     0         0           0      0       0
Levine       12/31/99    0     0     0         0           0      0       0
President
and Director

Marie Levine 12/31/98    0     0     0         0           0      0       0
Sec'y/       12/31/99    0     0     0         0           0      0       0
Treasurer

     No cash compensation, deferred compensation or long-term incentive
plan awards were issued or granted to the Company's management during the
calendar years ended December 31, 1999, or 1998, or the period ending on the
date of this Report.  Further, no member of the Company's management has been
granted any option or stock appreciation right; accordingly, no tables
relating to such items have been included within this Item.  See the Summary
Compensation Table of this Item.

Compensation of Directors.
--------------------------

     There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director.  No
additional amounts are payable to the Company's directors for committee
participation or special assignments.

     There are no arrangements pursuant to which any of the Company's
directors was compensated during the Company's last completed calendar year or
the previous two calendar years for any service provided as director.  See the
Summary Compensation Table of this Item.

Termination of Employment and Change of Control Arrangement.
------------------------------------------------------------

     There are no compensatory plans or arrangements, including
payments to be received from the Company, with respect to any person named in
the Summary Compensation Table set out above which would in any way result in
payments to any such person because of his or her resignation, retirement or
other termination of such person's employment with the Company or its
subsidiaries, or any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company.

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

Security Ownership of Certain Beneficial Owners.
------------------------------------------------

     The following table sets forth the share holdings of those persons
who own more than 5% of the Company's common stock as of December 31, 1999,
and to the date hereof:

                                            Number and Percentage
                                         of Shares Beneficially Owned
                                         ----------------------------

Name and Address                    12/31/99            Currently
----------------                    --------            ---------

Mark Meriwether                        -0-             137,865 - 75%
3046 East Brighton Place
Salt Lake City, Utah 84121

Gerald and Marie Levine            18,332 - 25%            -0-
3945 East Patrick Lane, #D
Las Vegas, Nevada 89120

Security Ownership of Management.
---------------------------------

     The following table sets forth the share holdings of the Company's
directors and executive officers as of December 31, 1999, and to the
date hereof:

                                             Number and Percentage
                                          of Shares Beneficially Owned
                                          ----------------------------

Name and Address                    12/31/99               Currently
----------------                    --------               ---------

Mark Meriwether                        -0-               137,865 - 75%
3046 East Brighton Place
Salt Lake City, Utah 84121

Gerald and Marie Levine            18,332- 25%                -0-
3945 East Patrick Lane, #D
Las Vegas, Nevada 89120

Changes in Control.
-------------------

     To the knowledge of management, there are no present arrangements
or pledges of the Company's securities which may result in a change in its
control.

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

Transactions with Management and Others.
----------------------------------------

     Except as indicated below under Part I, Item 1, there were no material
transactions, or series of similar transactions, during the Company's last
three calendar years, or any currently proposed transactions, or series of
similar transactions, to which the Company or any of its subsidiaries was or
is to be a party, in which the amount involved exceeded $60,000 and in which
any director, executive officer or any security holder who is known to the
Company to own of record or beneficially more than 5% of any class of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had an interest.

Certain Business Relationships.
-------------------------------

     Except as indicated under the heading "Transactions with
Management and Others" above, there were no material transactions, or series
of similar transactions, during the Company's last three calendar years, or
any currently proposed transactions, or series of similar transactions, to
which it or any of its subsidiaries was or is to be a party, in which the
amount involved exceeded $60,000 and in which any director, executive officer
or any security holder who is known to the Company to own of record or
beneficially more than 5% of any class of its common stock, or any member of
the immediate family of any of the foregoing persons, had an interest.

Indebtedness of Management.
---------------------------

     Except as indicated under the heading "Transactions with
Management and Others" above, there were no material transactions, or series
of similar transactions, during the Company's last three calendar years, or
any currently proposed transactions, or series of similar transactions, to
which it or any of its subsidiaries was or is to be a party, in which the
amount involved exceeded $60,000 and in which any director, executive officer
or any security holder who is known to the Company to own of record or
beneficially more than 5% of any class of its common stock, or any member of
the immediate family of any of the foregoing persons, had an interest.

Transactions with Promoters.
----------------------------

     Except as indicated under the heading "Transactions with
Management and Others" above, there were no material transactions, or series
of similar transactions, during the Company's last three calendar years, or
any currently proposed transactions, or series of similar transactions, to
which it or any of its subsidiaries was or is to be a party, in which the
amount involved exceeded $60,000 and in which any promoter or founder or any
member of the immediate family of any of the foregoing persons, had an
interest.

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

Reports on Form 8-K.
--------------------

          8-K Current Report dated January 6, 2000.**
               Exhibits:
               Agreement dated January 6, 2000,
               between the Company, Gerald Levine,
               Marie A. Levine, Wire To Wire, Inc.,
               dba WWW Consulting, an entity controlled
               by Mr. and Mrs. Levine, and Mark
               Meriwether, the current sole director
               and executive officer of the Company

                                                   Exhibit
Exhibits*                                          Number
Number                                             -------
------
          (i)

Tentative Agreement and Plan of                     10.1
Reorganization between the Company
and Thin Battery dated February 18,
2000

Financial Data Schedule.                             27

          (ii)                                 Where Incorporated
                                                 In This Report
                                               ------------------

Registration Statement on Form S-18.**            Part I, Item 1

          *   A summary of any Exhibit is modified in its entirety by
          reference to the actual Exhibit.

          **  These documents and related exhibits have
          previously been filed with the Securities and Exchange
          Commission and are incorporated herein by this
          reference.

                            SIGNATURES

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

                             O. T. S. HOLDINGS, INC.


Date: 3/8/00                  By/s/Mark Meriwether
                                Mark Meriwether, President and Director


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

                              O. T. S. HOLDINGS, INC.


Date: 3/8/00                  By/s/Mark Meriwether
                                Mark Meriwether, President and Director