FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

         [x]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 1989, or

         [ ]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from _____ to _____.

Commission file number: (33-19961)

                             Spartan Oil Corporation
                       (formerly Oliver Owen Corporation)
             (Exact name of registrant as specified in its charter)

            Delaware                                      75-2224650
-----------------------------------                       ----------
         (State of Incorporation)                         (Tax ID No.)

                    4714 Greenville Ave., Dallas, Texas 75206
--------------------------------------------------------------------------------
               (Address of principal executive offices)(ZIP code)

Registrant's telephone number, including area code: 972-841-6929

Securities registered pursuant to Section 12(b) of the Act:    NONE

Securities registered pursuant to Section 12(g) of the Act:    Common Stock

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the past
12 months and (2) has been  subject to such filing  requirement  for the past 90
days.

                               X    YES                        NO
                           ---------                 ---------

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant as of December 31, 1988:

                                        $ -0-

Shares of common stock outstanding at December 31, 1989:     5,625,527

                                        1


<PAGE>



PART I.

ITEM 1   DESCRIPTION OF BUSINESS

The  Company  has had no  operations  for the year ended  December  31, 1989 and
similarly, no operations for the same period last year. The Company is trying to
attract  capital  in order to  purchase  an  ongoing  business  or to  attract a
business  to buy or merge  with.  Efforts to  attract  capital to date have been
unsuccessful.

There have been no economic events or changes that have affected the Registrant,
for better or worse,  to attract  capital  and there are no  economic  trends or
uncertainties that the Registrant expects will have a material impact on whether
it can attract capital in the future.

ITEM 2   DESCRIPTION OF PROPERTY

The Company has no property.  The Company  maintains its office at the office of
the President, Mr. Sean Gallagher, at no charge.

ITEM 3   LEGAL PROCEEDINGS

The Company is not involved in any legal proceedings.

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company  submitted the matter of the issuance of 4,500,000  common shares to
Sean Gallagher under an consulting contract during the period presented.

                                        2


<PAGE>



PART II.

ITEM 5   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS

         a.       Market Information.

         The Company's stock is not currently  traded;  therefore no high or low
bids are recited herein.

         b.       Holders.

         There are approximately seventy shareholders.

         c.       Dividends

         Registrant  has not paid a dividend to the holders of its common  stock
and does not anticipate paying dividends in the near future.

         e.       Warrants

         Registrant has no warrants outstanding.


ITEM 6   SELECTED FINANCIAL DATA

         No selected  financial  data of the  Registrant is included in columnar
since the Company just has no assets and minimal liabilities.

ITEM 7   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

The Company has had no  operations  during the year ended  December 31, 1989 and
similarly, no operations for the same period last year. The Company is trying to
attract  capital  in order to  purchase  an  ongoing  business  or to  attract a
business  to buy or merge  with.  Efforts to  attract  capital to date have been
unsuccessful.

There have been no economic events or changes that have affected the Registrant,
for better or worse,  to attract  capital  and there are no  economic  trends or
uncertainties that the Registrant expects will have a material impact on whether
it can attract capital in the future.

Liquidity

The  Registrant  has no liquid  assets  and no  assets.  The  Registrant  has no
liquidity and the liquidity the Registrant will be able to attract will from the
sale of stock in the company,  either for cash or issuance of stock for purchase
of a business.

                                        3


<PAGE>




The Registrant has minimal expenses and no commitments.

Capital Resources

The Registrant has no capital resources and if it can generate capital,  it will
be from the  sale of stock in the  company  for cash or  issuance  of stock  for
purchase of a business.

There were no stock offerings during the quarter and none are currently planned.

There were no plans or  requirements  for  purchase of capital  items during the
quarter.  The Registrant does not foresee any material  capital  purchase in the
coming twelve months.

ITEM 8   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Report of Independent Certified Public Accountant is attached hereto


ITEM 9   CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURES

         The  Board  of  Directors  engaged  Charles  Smith as  auditor  for the
Company.  There have been no  disagreements  with auditors on and  accounting or
financial disclosures.

                                        4


<PAGE>



PART III.

ITEM 10  DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT


         The following persons serve as directors and officers of Registrant:

         Sean Gallagher                 President, Secretary, Treasurer, and
                                        Chairman of the Board

ITEM 11  EXECUTIVE COMPENSATION

         The Company  issued  4,500,000  shares to the  officer as  compensation
during 1989.

         The Company has no retirement or stock option or bonus plan.

ITEM 12  SECURITY OWNERSHIP OF MANAGEMENT AND BENEFICIAL OWNERS

         Set forth below is the direct ownership of Registrant's common Stock by
management and any owner of 5% or more of Stock of Registrant.


                                                                          % of
Title of       Name and address                Amount of shares           class
                of owner                                                  owned
-------------------------------------------------------------------------------

Common        Sean Gallagher                         4,500,000           79.99%
              4714 Greenville Ave
              Dallas, Texas 75206

Common        Jimmy Carter                             729,500          12.97%
              4242 Lamar, #102
              Arlington, Texas 76011

Common        All Officers, Directors &              5,229,500          92.96%
              Beneficial Holders as a Group


ITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The Company issued 4,500,000 shares to the President for his services.

                                        5


<PAGE>



PART IV.

ITEM 14  EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON
         FORM 8-K

(a)      The following documents are filed as a part of this report:
         Included in Part II, Item 8 of this report:

         Accountant's Report

         Balance Sheet - December 31, 1989 and 1988

         Statement of Revenues and Expenses for the Years End
         December 31, 1989 and 1988

         Statement of Stockholders' Equity and Accumulated Deficit
         Period from Inception (January 5, 1988) to December 31, 1989

         Statement of Cash Flows for Years End
         December 31, 1989 and 1988

         Notes to Financial Statements for Year Ended
         December 31, 1989 and 1988


(b)      The following reports on Form 8-K were filed  for the Company during
         1998:

         The  Company  filed a Form 8-K to  report a change  in  control  of the
         Registrant.

(c)      The Company is not filing any exhibits.

(d)      This section not applicable to the Company.


                                        6


<PAGE>


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 thereunto duly authorized.

                                           Spartan Oil Corporation
                                           Registrant

                                           By:  /s/ Sean Gallagher
                                                ------------------
                                                    Sean Gallagher


                                           Its: President

Date: June 14, 2000


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

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

/s/  Sean Gallagher                  President            June 14, 2000
-----------------------------
Sean Gallagher



                                        7


<PAGE>

                                Table of Contents

                                                                          Page

Independent Accountant's Report                                             1

Balance Sheets                                                              2

Statement of Operations                                                     3

Statement of Stockholders' Equity and Accumulated Deficit                   4

Statement of Cash Flows                                                     5

Notes to Financial Statements                                             6 - 7


<PAGE>

                                Charles E. Smith
                           Certified Public Accountant

                                 709-B West Rusk
                                    Suite 580
                              Rockwall, Texas 75087

                            TELEPHONE (214) 212-2307



                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Shareholders
of Spartan Oil Corporation

         I  have  audited  the  accompanying   balance  sheets  of  Spartan  Oil
Corporation  as of December  31, 1989 and 1988,  and the related  statements  of
operations, stockholders' equity and accumulated deficit, and cash flows for the
years ended  December  31, 1989 and 1988.  These  financial  statements  are the
responsibility of the Company's  management.  My responsibility is to express an
opinion on these financial statements based on our audit.

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

         In my opinion,  the  financial  statements  referred  to above  present
fairly,  in all  material  respects,  the  financial  position  of  Spartan  Oil
Corporation  as of December 31, 1989 and 1988, and the results of operations and
its cash flows for the years ended December 31, 1989 and 1988 in conformity with
generally accepted accounting principles.

         The accompanying  financial statements have been prepared assuming that
the Company  will  continue as a going  concern.  As  described in Note D to the
financial statements the Company is a start up enterprise and presently does not
have  capital  resources  which  raises  doubt  about the  Company's  ability to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustment that might arise from the outcome of this uncertainty.



/s/  Charles E. Smith
     ----------------
     Charles E. Smith
     Rockwall, Texas
     March 24, 2000

                                        1


<PAGE>

<TABLE>

<CAPTION>


                             SPARTAN OIL CORPORATION
                        (A Development Stage Enterprise)

                                 BALANCE SHEETS
                           December 31, 1989 and 1988



                             ASSETS

                                                                                      Dec 31, 1989         Dec 31, 1988
                                                                                     ----------------    -----------------
<S>                                                                                  <C>                 <C>

 CURRENT ASSETS:
     Cash                                                                            $             1       $        1,000

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

 TOTAL ASSETS                                                                        $             1       $        1,000
                                                                                     =====================================




              LIABILITIES AND STOCKHOLDERS' EQUITY


 LIABILITIES
   Accounts payable                                                                              500                  250
                                                                                     ----------------    -----------------
         Total Current Liabilities                                                               500                  250

 STOCKHOLDERS' EQUITY
     Common stock, $0.001 par value, 5,625,527 and 1,000,000 shares
           issued and outstanding at December 31, 1989 and 1988 respectively                   5,626                1,000
     Additional paid-in-capital                                                                  500                  500
     Accumulated Deficit                                                                      (6,625)                (750)
                                                                                     ----------------    -----------------
         Total Stockholders' Equity                                                             (499)                 750
                                                                                     ----------------    -----------------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                        1                1,000
                                                                                     ================    =================

</TABLE>












                             See accompanying notes

                                        2

<PAGE>

<TABLE>

<CAPTION>

                             SPARTAN OIL CORPORATION
                        (A Development Stage Enterprise)

                             STATEMENT OF OPERATIONS

                     Years ended December 31, 1989 and 1988
        and Period from Inception (January 5, 1988) to December 31, 1989


                                                                                              Accumulated
                                                            Year ended      Year ended        since inception
                                                           Dec 31, 1989    Dec 31, 1988         Jan 5, 1988
                                                       ---------------------------------    -----------------
<S>                                                    <C>                 <C>              <C>

 REVENUE:                                              $           -0-     $       -0-         $    -0-

 OPERATING EXPENSE:
     General & administrative                                     5,875           1,250                7,125
                                                       ---------------------------------    -----------------
         Total Operating Expense                                  5,875           1,250                7,125

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

 NET LOSS                                                       ($5,875)        ($1,250)             ($7,125)
                                                       =================================    =================


 Weighted average shares outstanding                          3,864,025         768,493            3,979,778
                                                       =================================    =================

 LOSS PER SHARE                                                  ($0.00)         ($0.00)              ($0.00)
                                                       =================================    =================

</TABLE>















                             See accompanying notes

                                        3

<PAGE>

<TABLE>

<CAPTION>

                             SPARTAN OIL CORPORATION
                        (A Development Stage Enterprise)

            STATEMENT OF STOCKHOLDERS' EQUITY AND ACCUMULATED DEFICIT

          Period from Inception (January 5, 1988) to December 31, 1989

                                               Common                   Paid In        Accumulated
                                       Shares         Amount            Capital          Deficit              Total
                                   -----------------------------    ---------------------------------    -----------------
<S>                                <C>                <C>           <C>                <C>               <C>

 Balance, Date of Inception
         January 5, 1988

 Shares issued on January 5, 1988:
         For cash                          500,000          500                  500                                1,000

 Shares issued for services                500,000          500                  500                                1,000

 Net Loss                                                                                     (1,250)              (1,250)
                                   -----------------------------    ---------------------------------    -----------------
 Balance, December 31, 1988              1,000,000       $1,000               $1,000         ($1,250)                $750
                                   =============================    =================================    =================

 Shares issued in May 1989:
         For services                    4,625,527        4,626                                                     4,626

 Net Loss                                                                                     (5,875)              (5,875)
                                   -----------------------------    ---------------------------------    -----------------
 Balance, December 31, 1989              5,625,527       $5,626               $1,000         ($7,125)               ($499)
                                   ==================================================================    =================

</TABLE>











                             See accompanying notes

                                        4

<PAGE>

<TABLE>

<CAPTION>

                             SPARTAN OIL CORPORATION
                        (A Development Stage Enterprise)

                             STATEMENT OF CASH FLOWS

                     Years ended December 31, 1989 and 1988
        and Period from Inception (January 5, 1988) to December 31, 1989



                                                                                                Accumulated
                                                              Year ended      Year ended        since inception
                                                             Dec 31, 1989    Dec 31, 1988        (Jan 5, 1988)
                                                         ---------------------------------    -----------------
<S>                                                      <C>                 <C>              <C>

 CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                      (5,875)         (1,250)              (7,125)
     Adjustments to reconcile net loss to net
             cash (used) by operating activities:
                 Accounts payable                                     250             250                  500
                 Stock issued for services                          4,626           1,000                5,626

                                                         ---------------------------------    -----------------
 NET CASH (USED) BY OPERATING ACTIVITIES:                            (999)            -0-                 (999)


 CASH FLOWS FROM INVESTING ACTIVITIES:                                -0-             -0-                  -0-


 CASH FLOWS FROM FINANCING ACTIVITIES:
     Sale of common stock                                             -0-           1,000                1,000

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

 NET INCREASE IN CASH                                                (999)          1,000                    1

 CASH, BEGINNING OF PERIOD                                          1,000             -0-                  -0-
                                                         ---------------------------------    -----------------

 CASH, END OF PERIOD                                     $              1    $    1 ,000        $            1
                                                         ======================================================
</TABLE>








                             See accompanying notes

                                        5

<PAGE>



                             SPARTAN OIL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 1989 and 1988

Note A - Nature of Business  and  Summary of  Significant  Accounting  Policies:
History:  The Company was  organized  under the laws of the State of Delaware on
January 5, 1988 under the name of Oliver  Owen  Corporation,  and on October 19,
1988 changed its name to Spartan Oil  Corporation.  The Company has been seeking
capital to purchase a business and/or to merge with an existing business.

Basis of Accounting:

It is the Company's  policy to prepare its  financial  statements on the accrual
basis of accounting in conformity with generally accepted accounting principles.
Sales are recorded as income in the period in which they are earned and expenses
are recognized in the period in which the related liability is incurred.

Revenue Recognition:

Revenue is recognized when work is performed and amount invoiced.

Cash and Cash Equivalents:

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

Loss per Common Share:

Loss  applicable  to common  share is based on the  weighted  average  number of
shares of common stock outstanding during the year.

Accounting Estimates:

The preparation of financial  statements in conformity  with generally  accepted
accounting   principles  requires  management  to  make  certain  estimates  and
assumptions  that affect the amount  reported in the  financial  statements  and
accompanying notes. Actual results could differ from those estimates.

Income Tax:

The Company is subject to the greater of federal income taxes computed under the
regular system or the alternative  minimum tax (ATM) system. The Company uses an
asset and  liability  approach for the  accounting  and  financial  reporting of
income  tax.  Under  this  method,  deferred  tax  assets  and  liabilities  are
determined based on temporary differences between the financial carrying amounts
and the tax bases of assets and liabilities using enacted tax rates in effect in
the years in which the temporary differences are expected to reverse.

                                        6


<PAGE>



                             SPARTAN OIL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 1989 and 1988


Note B - Stockholders' Equity:

Common Stock:

The Company is  authorized to issue  50,000,000  common shares of stock at a par
value of $0.001 per share. These shares have full voting rights. At December 31,
1989 and December 31, 1988 there were 5,625,527and  1,000,000 shares outstanding
respectively.

The Company has not paid a dividend to its shareholders.

Preferred Stock:

The Company is authorized to issue 5,000,000  preferred shares of stock at a par
value of $1.00. No preferred stock is outstanding.

Note C - Income Taxes:

The Company had net operating  losses  totaling of $7,125  through  December 31,
1989. No deferred tax asset has been  recognized  for the operating  loss as any
valuation allowance would reduce the benefit to zero.

Note D - Going Concern:

The Company has minimal capital resources available to meet obligations expected
to be  incurred  given  that  it is a  start  up  enterprise.  Accordingly,  the
Company's continued existence is dependent upon the successful  operation of the
Company's plan of operations,  selling common stock in the Company, or obtaining
financing.  Unless  these  conditions  among  others are met, the Company may be
unable to continue as a going concern.

                                        7