<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB


              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934
                       For the year ended January 31, 1999

                          Commission File Number 0-5653

                             BALA CYNWYD CORPORATION
             (Exact name of registrant as specified in its charter)

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


         New Jersey                                      22-1436237
         ----------                                      ----------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

301 City Avenue, Bala Cynwyd, PA                           19004
--------------------------------                           -----
(Address of principal executive offices)                 (Zip Code)

       Registrant's telephone number, including area code: (610) 667-8225

       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 Securities and Exchange Act of 1934 during the preceding 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. Yes __ No__ [X]__

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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. [X]

Revenues for the most recent fiscal year were $21,332.

The aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the average bid and asked prices of such stock as of
September 16, 1991, the last date on which price information was available from
the National Quotation Bureau, Inc., was $116,728. Shares of Common Stock held
by each officer and director and by each person who owns 10% or more of the
outstanding Common Stock have been excluded in that such persons may be deemed
to be affiliates. This determination of affiliate status is not necessarily
conclusive and does not constitute an admission of affiliate status.

As of August 18, 2000, there were issued and outstanding 1,021,314 shares of the
registrant's Common Stock, par value $.05 per share.

<PAGE>

                                     PART I

ITEM 1- BUSINESS
----------------

         Until November 1, 1982, Bala Cynwyd Corporation, under its former name,
ITI Electronics, Inc. (the "Company") was engaged primarily as a designer and
manufacturer of electrical equipment for the communications industry. On April
7, 1983, the Company sold its business, its name and all of its operating assets
for the aggregate price of $592,600. The entire consideration (subject to
adjustments) was paid in cash at settlement. In accordance with the terms of the
purchase agreement, the buyer assumed all warranties and returns on past sales.

         On April 21, 1983, a Certificate of Amendment to the Certificate of
Incorporation was filed with the Secretary of State of New Jersey changing the
corporate name of the Company to Bala Cynwyd Corporation.

         The Company currently has no full-time employees. Its Chairman,
President and Chief Executive Officer is Albert M. Zlotnick. Ms. Felice Bravato
serves as the Company's Secretary.

         The Company is currently seeking merger or acquisition partners so as
to best utilize the Company's cash and corporate structure.


ITEM 2 - PROPERTY
-----------------

         The Company presently maintains its corporate and administrative
offices at 301 City Avenue, Bala Cynwyd, PA. The Company utilizes a portion of
the premises occupied by Davic Associates, an investment firm owned by Albert M.
Zlotnick. Due to the curtailed nature of the Company's operations, Davic
Associates has, until further notice, waived the payment of rent by the Company.
No rent was paid in the fiscal years ended January 31, 1999 and 1998.


ITEM 3 - LEGAL PROCEEDINGS
--------------------------

         On September 1, 1992, Antiquities of Nevada, Inc. defaulted on its
obligations to the Company under the loan documents, and on September 14, 1992,
Antiquities filed a Chapter 11 bankruptcy proceeding in the United States
Bankruptcy Court for the District of Nevada. On February 24, 1993, the Court
confirmed the amended Antiquities Plan or Reorganization, which provides, inter
alia, for a monthly repayment schedule of principal and interest owed to the
Company over a period of 22 months through November 30, 1994. Antiquities has
completed its payments to the Company (see Note 2 to financial statements).


ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------

         No matters were submitted to a vote of security holders by the Company
during the fourth quarter of the fiscal year covered by this report.


                                     PART II


ITEM 5 - MARKET OF THE REGISTRANT'S COMMON EQUITY
  AND RELATED SECURITY HOLDERS MATTERS
--------------------------------------

         Due to the infrequent and limited number of shares of common stock
traded, the common stock has been unpriced during the last two fiscal years. The
last available market price data for the common stock was on September 16, 1991
as follows: high bid: 1/4; low bid: 1/4, as reported by the National Quotation
Bureau, Inc. Such quotations represent prices in the over-the-counter market
between dealers in securities, and do not include retail mark-up, mark-down or
commission, and do not necessarily represent actual transactions, and cannot be
considered indicative of any reliable market value for the common stock.


                                      - 2 -

<PAGE>

         As of August 18, 2000, the Company's common stock, $.05 par value, was
held of record by approximately 650 record holders.

         Holders of the Company's common stock are entitled to receive dividends
as and when they may be declared by the Company's Board of Directors. The
Company did not pay a cash dividend on its common stock during its last two
fiscal years and by reason of its present financial condition and contemplated
financial requirements, the Company does not anticipate paying any cash
dividends upon such stock in the foreseeable future.


ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
------------------------------------------------------------------

General
-------

           The Company presently conducts no business except for necessary
administrative matters and has ceased to be an operating company. As such, for
the fiscal years ended January 31, 1999 and 1998, the Company had no revenues
from operations. Given the virtual suspension of the Company's operations except
for necessary administrative matters, the Company's officers have waived further
compensation.


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

         The Company had a decrease in net income of $5,665 for the year ended
January 31, 1999 compared to the year ended January 31, 1998 due to lower yields
on its investments and an increase in general and administrative expenses. The
increase in general and administrative expenses of $8,616 for the year ended
January 31, 1999 as compared to the year end January 31, 1998 was primarily due
to increase in management fee expense, resulting in net income of $1,619 for the
year ended January 31, 1999 compared with $7,284 for the year ended January 31,
1998.


Liquidity and Capital Resources
-------------------------------

           During the year ended January 31, 1999, the Company satisfied its
working capital needs from cash on hand at the beginning of the year and cash
generated from interest income. As of January 31, 1999, the Company had working
capital of $452,453. This working capital is expected to provide the Company
with sufficient capital while it seeks a merger, acquisition or other
arrangement by and between the Company and a viable operating entity, although
there is no assurance that this will occur.


Market Risk
-----------

         The Company's market risk includes the potential decrease in interest
earned on its cash and cash equivalents arising from a decline in interest
rates.


Forward-Looking Statements
--------------------------

         The Company desires to take advantage of the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995 and is making this
cautionary statement in connection with such safe harbor legislation. This Form
10-KSB, and the Annual Report to Shareholders, Form 10- QSB or Form 8-K of the
Company or any other written or oral statements made by or on behalf of the
Company may include forward-looking statements which reflect the Company's
current views with respect to future events and financial performance. The words
"believe," "expect," "anticipate," "intends," "estimate," "forecast," "project,"
"should" and similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Report Act
of 1995. All forecasts and projections in this Form 10-KSB are "forward-looking
statements," and are based on management's current expectations of the Company's
near-term results, based on current information available pertaining to the
Company, including the risk factors noted below.


                                      - 3 -

<PAGE>



         The Company wishes to caution investors that any forward looking
statements made by or on behalf of the Company are subject to uncertainties and
other factors that could cause actual results to differ materially from such
statements. These uncertainties and other risk factors include, but are not
limited to: changing economic and political conditions in the United States and
in other countries, changes in governmental spending and budgetary policies,
governmental laws and regulations surrounding various matters such as
environmental remediation, contract pricing and international trading
restrictions, customer product acceptance and continued access to capital
markets and foreign currency risks. The Company wishes to caution investors that
other factors may, in the future, prove to be important in affecting the
Company's results of operations. New factors emerge from time to time and it is
not possible for management to predict all such factors, nor can it assess the
impact of each such factor on the business or the extent to which any factor, or
a combination of factors, may cause actual results to differ materially from
those contained in any forward-looking statements.

         Investors are further cautioned not to place undue reliance on such
forward-looking statements as they speak only to the Company's views as of the
date the statement is made. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.


ITEM  7 - FINANCIAL STATEMENTS
------------------------------

         The Financial Statements of Bala Cynwyd Corporation for the years ended
January 31, 1999 and 1998 are included as part of this report following the
signature page of this report:

         Cover page                                                  F-1
         Independent Auditor's Report
           (Margolis & Company P.C.)                                 F-3
         Balance sheet                                               F-4
         Statement of operations                                     F-5
         Statement of shareholders' equity                           F-6
         Statement of cash flows                                     F-7
         Notes to financial statements for the
           years ended January 31, 1999 and 1998                F-8, F-9 & F-10


ITEM 8 - DISAGREEMENTS WITH ACCOUNTANTS
  ON ACCOUNTING AND FINANCIAL DISCLOSURE
----------------------------------------

         The Company has had no disagreements with its independent accountants
during the Company's most recent fiscal years.



                                    PART III

ITEM 9 - DIRECTORS AND EXECUTIVE OFFICERS OF THE
  REGISTRANT; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
---------------------------------------------------------------

         The executive officers and directors of the Company are as follows:

         Name          Age                    Position

Albert M. Zlotnick     75      Chairman, President and Chief Executive Officer
Robert Zlotnick        37      None


         Albert M. Zlotnick has served as the Company's Chairman and President
since April, 1983. Due to the curtailed nature of the Company's business
activities, Mr. Zlotnick does not devote full time to the affairs of the
Company. Mr. Zlotnick's primary occupation is as a private investor and
financial consultant. Mr. Zlotnick currently serves as the Chairman of the Board
of Directors of the following companies: P.H.C., Inc., Upward Technology
Corporation, Robin Industries, Inc., Electronic Data Controls Corp. and
Convention Centers, Inc. He also serves as a director of Comprehensive Holding
Corporation, S.A. of Geneva, Switzerland.


                                      - 4 -

<PAGE>

         Robert Zlotnick is a psychologist and is the son of Albert M. Zlotnick.
He has served as a director since April, 1983.

         The Company's By-Laws provide for the election of directors at the
annual meeting of shareholders, such directors to hold office until the next
annual meeting and until their successors are duly elected and qualified. The
By-Laws also provide that the annual meeting of shareholders be held each year
at such time, date and place as the Board of Directors shall determine by
resolution. Directors may be removed at any time for cause by the Board of
Directors and with or without cause by a majority of the votes cast by the
shareholders entitled to vote for the election of directors.

         Officers will normally be elected at the annual meeting of the Board of
Directors held immediately following the annual meeting of shareholders, to hold
office for the term for which elected and until their successors are duly
elected and qualified. Officers may be removed by the Board of Directors at any
time with or without cause.


ITEM 10 - EXECUTIVE COMPENSATION
--------------------------------

         No Executive Officer received in excess of $100,000 cash compensation
during the fiscal year ended January 31, 1999.

         The following information is furnished for the Company's Chief
Executive Officer (see Note 5 to financial statements).

                           Summary Compensation Table

                                        Years ended                 Total
Name and Principal Position              January 31,             Compensation
---------------------------              -----------             ------------

Albert M. Zlotnick,                          1999                   $15,000
  Chief Executive Officer                    1998                      -
  Chairman and President                     1997                    57,500


         The Company does not provide any non-cash remuneration to its Executive
Officers and Directors. No pension plan or other retirement benefit for the
benefit of Executive Officers or Directors is funded by the Company. The Company
pays no remuneration to Directors for service as such. The Company has no
options, warrants or rights plans.



ITEM 11 - SECURITY OWNERSHIP OF CERTAIN
  BENEFICIAL OWNERS AND MANAGEMENT
----------------------------------

         The following table sets forth certain information regarding beneficial
ownership of Common Stock as of April 30, 2000 by (i) each person or entity
known by the Company to own beneficially 5% or more of its outstanding Common
Stock, (ii) each director, and (iii) each executive officer, and (iv) all
directors and executive officers of the Company as a whole. Except as otherwise
noted below, the listed beneficial owner has sole voting and investment power
with respect to such shares and the address of the listed beneficial owner is
that of the Company.

NAME AND ADDRESS                  NO. OF SHARES OWNED          PERCENT OF CLASS
----------------                  -------------------          ----------------

Albert M. Zlotnick                       554,404                      54%

All directors and executive
  officers as a group                    554,404                      54%


         Robert Zlotnick, a Director of the Company by reason of being the son
of Albert M. Zlotnick, could be deemed to be a beneficial owner of these shares
owned by Albert M. Zlotnick, although Robert Zlotnick has no legal or equitable
interest in such shares and disclaims beneficial ownership of such shares.


                                      - 5 -

<PAGE>

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

         The Company utilizes a portion of the premises occupied by Davic
Associates, with which Mr. Zlotnick is a principal. Due to the curtailed nature
of the Company's operations Davic Associates has, until further notice, waived
the payment of rent by the Company.

         The Company has made advances which bear interest at the prime rate to
Albert M. Zlotnick, president of the Company. On January 31, 1999, the amount
due from officer/stockholder of $11,768 was paid in full.


ITEM 13 - EXHIBITS, REPORTS ON FORM 8-K AND FINANCIAL STATEMENTS
----------------------------------------------------------------

         (a) Exhibits:

         The following Exhibits are filed as part of this report. Where such
filing is made by incorporation by reference (I/B/R), reference is made to
Commission file number 0-5653 unless another statement or report is identified
in parentheses.


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

    3A            Articles of Incorporation of Registrant          I/B/R
    3B            By - Laws of Registrant                          I/B/R

         (b) Reports on Form 8-K

         No reports on Form 8-K were filed by the Company during the fourth
quarter of the year ended January 31, 1999.

         (c) Financial Statements

         The financial statements and related notes of the Company begin on page
F-1 in the appendix. The report of the independent certified public accountants
on the Company's financial statements is on page F-3 in the appendix.


                                      - 6 -

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the 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.



                                  BALA CYNWYD CORPORATION



                                  By: /s/Albert M. Zlotnick
                                      ---------------------------------------
                                      ALBERT M. ZLOTNICK, Chairman
                                      and Chief Executive Officer
                                      Dated: August 25, 2000


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

<TABLE>
<CAPTION>

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

<S>                          <C>                                       <C>
/s/ Albert M. Zlotnick       Chairman and Chief Executive Officer      August 25, 2000
----------------------       (Principal Executive Officer and
ALBERT M. ZLOTNICK           Principal Accounting Officer)


</TABLE>












                                      - 7 -



<PAGE>







                             BALA CYNWYD CORPORATION
                             =======================


                              FINANCIAL STATEMENTS
                              ====================


                               FOR THE YEARS ENDED
                            JANUARY 31, 1999 AND 1998
                            =========================
















                                       F-1


<PAGE>


                            BALA CYNWYD CORPORATION
                            =======================

                               TABLE OF CONTENTS
                 FOR THE YEARS ENDED JANUARY 31, 1999 AND 1998
--------------------------------------------------------------------------------









                                                                   PAGE
                                                                  NUMBER
                                                                  ------

Independent Auditor's Report                                        F-3

Financial Statements:
   Balance sheet                                                    F-4
   Operations                                                       F-5
   Shareholders' equity                                             F-6
   Cash flows                                                       F-7
   Notes to financial statements                                F-8 to F-10








                                       F-2

<PAGE>



                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------



To the Board of Directors
Bala Cynwyd Corporation
Bala Cynwyd, Pennsylvania

We have audited the accompanying balance sheet of Bala Cynwyd Corporation as of
January 31, 1999 and 1998, and the related statements of operations,
shareholders' equity and cash flows for the years then ended. 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 financial statement 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 Bala Cynwyd Corporation as of
January 31, 1999 and 1998, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.






                                                    Certified Public Accountants


Bala Cynwyd, PA
January 12, 2000

                                       F-3

<PAGE>



                             BALA CYNWYD CORPORATION
                             =======================

                                  BALANCE SHEET
--------------------------------------------------------------------------------





                                                             JANUARY 31,
                                                       1999              1998
                                                     --------          --------

                                     ASSETS


Cash and cash equivalents                            $478,096          $467,350
Receivables, litigation                                 -                 1,294
Due from shareholder                                    -                11,768
                                                     --------          --------

                                                     $478,096          $480,412
                                                     ========          ========



                      LIABILITIES AND SHAREHOLDERS' EQUITY


Liabilities:
   Due to affiliate                                 $   3,862         $   3,436
   Due to shareholder                                   1,927             -
   Accrued expenses                                    13,480            16,250
   Income taxes payable                                 6,374             9,892
                                                     --------         ---------

                                                       25,643            29,578
                                                     --------          --------


Shareholders' equity:
   Preferred stock, cumulative convertible,
     $.05 par value; 500,000 shares authorized,
     2,600 shares issued                                  130               130
   Common stock, $.05 par value; 2,000,000
     shares authorized, 1,054,419 shares issued        52,721            52,721
   Additional paid-in capital                         462,327           462,327
   Accumulated deficit                              (  43,159)        (  44,778)
                                                     --------          --------
                                                      472,019           470,400
   Less treasury stock, at cost:
     Preferred stock, 2,600 shares                  (   5,000)        (   5,000)
     Common stock, 33,105 shares                    (  14,566)        (  14,566)
                                                     --------          --------

           Net shareholders' equity                   452,453           450,834
                                                      -------           -------

                                                     $478,096          $480,412
                                                     ========          ========









The notes to financial statements are an integral part of the above statement.

                                       F-4

<PAGE>


                             BALA CYNWYD CORPORATION
                             =======================

                             STATEMENT OF OPERATIONS
--------------------------------------------------------------------------------






                                                               YEAR ENDED
                                                               JANUARY 31,
                                                          1999           1998
                                                        -------         -------

Revenue, interest income                                $21,332         $21,656


General and administrative expenses                      18,213           9,597
                                                        -------         -------


Income before provision for income taxes                  3,119          12,059


Provision for personal holding company income taxes       1,500           4,775
                                                        -------         -------


Net income                                              $ 1,619         $ 7,284
                                                        =======         =======


Net income per share, basic and diluted                 $   -           $   .01
                                                        =======         =======










The notes to financial statements are an integral part of the above statement.

                                       F-5

<PAGE>


                             BALA CYNWYD CORPORATION
                             =======================

                        STATEMENT OF SHAREHOLDERS' EQUITY
--------------------------------------------------------------------------------




<TABLE>
<CAPTION>

                                                                                                            TREASURY STOCK
                                                                     ADDITIONAL                        ------------------------
                                        PREFERRED       COMMON         PAID-IN       ACCUMULATED        PREFERRED      COMMON
                                          STOCK          STOCK         CAPITAL         DEFICIT            STOCK         STOCK
                                      -------------    ---------    ------------- -----------------    -----------    ---------

<S>                                        <C>          <C>           <C>              <C>              <C>            <C>
Balance, January 31, 1997                  $130         $52,721       $462,327         ($52,063)        ($5,000)       ($14,566)


Net income for year ended
  January 31, 1998                                                                        7,284
                                           ----         -------       --------         --------         -------        --------


Balance, January 31, 1998                   130          52,721        462,327        (  44,778)       (  5,000)      (  14,566)


Net income for year ended
  January 31, 1999                                                                        1,619
                                           ----         -------       --------         --------         -------        --------


Balance, January 31, 1999                  $130         $52,721       $462,327         ($43,159)        ($5,000)       ($14,566)
                                           ====         =======       ========         ========         =======        ========
</TABLE>














The notes to financial statements are an integral part of the above statement.

                                       F-6

<PAGE>


                             BALA CYNWYD CORPORATION
                             =======================

                             STATEMENT OF CASH FLOWS
--------------------------------------------------------------------------------




<TABLE>
<CAPTION>

                                                                                         YEAR ENDED
                                                                                        JANUARY 31,
                                                                                1999               1998
                                                                                --------          --------

<S>                                                                            <C>               <C>
                                            INCREASE (DECREASE) IN CASH

Cash flows from operating activities:
   Net income                                                                  $   1,619         $   7,284
   Adjustments to reconcile net income to net cash
       provided by (used in) operating activities:
     Interest accrued on due to affiliate                                            426               436
     Decrease in operating assets:
       Receivables                                                                 1,294            14,835
     Increase (decrease) in operating liabilities:
       Accrued expenses                                                        (   2,770)            -
       Income taxes payable                                                    (   3,518)            4,775
                                                                                --------          --------

           Net cash provided by (used in) operating activities                 (   2,949)           27,330
                                                                                --------          --------

Cash flows from investing activities:
   Due to/from shareholder                                                           -           (   4,181)
   Repayment from shareholder                                                     13,695             -
                                                                                --------          --------

           Net cash provided by (used in) investing activities                    13,695         (   4,181)
                                                                                --------          --------


Net increase in cash and cash equivalents                                         10,746            23,149


Cash and cash equivalents at beginning of year                                   467,350           444,201
                                                                                --------          --------


Cash and cash equivalents at end of year                                        $478,096          $467,350
                                                                                ========          ========




                                 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid during the year for:
   Income taxes                                                                 $  5,018       $     -
                                                                                --------          --------
</TABLE>









The notes to financial statements are an integral part of the above statement.

                                       F-7

<PAGE>


                             BALA CYNWYD CORPORATION
                             =======================

                          NOTES TO FINANCIAL STATEMENTS
                  FOR THE YEARS ENDED JANUARY 31, 1999 AND 1998
--------------------------------------------------------------------------------


1.       Nature of Business and Summary of Significant Accounting Policies
         -----------------------------------------------------------------

         Nature of business - The Company presently conducts no business, but is
         searching for appropriate investment and acquisition opportunities. Its
         only income consists of interest from investment income.

         Earnings per share - The Company adopted Statement of Financial
         Accounting Standards No. 128, "Earnings per Share," which establishes
         standards for computing basic and diluted earnings per share. Per share
         data is computed using the weighted average number of common shares
         outstanding. The weighted average number of common shares was 1,021,314
         for both years.

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

         Short-term investments potentially subject the Company to
         concentrations of credit risk. To limit this risk, the Company places
         its short-term cash investments with high credit quality financial
         institutions.

         The carrying value of the financial instruments, including cash and
         cash equivalents, approximates fair value as of January 31, 1999,
         because of the short maturity of these financial instruments.

         Use of estimates - The presentation of financial statements in
         conformity with generally accepted accounting principles requires
         management to make estimates and assumptions that affect the reported
         amounts of assets and liabilities and disclosure of contingent assets
         and liabilities at the date of the financial statements and the
         reported amounts of revenues and expenses during the reporting period.
         Actual results could differ from those estimates.

         Income taxes - The Company follows the provisions of Statement of
         Financial Accounting Standards No. 109, "Accounting for Income Taxes"
         ("SFAS 109"), which requires the recognition of deferred tax
         liabilities and assets for the expected future tax consequences of
         events that have been included in the financial statements or tax
         returns. Under this method, deferred tax liabilities and assets are
         determined based on the differences between the financial statement and
         tax bases of assets and liabilities using tax rates in effect for the
         year in which the differences are expected to reverse.



                                       F-8

<PAGE>


                             BALA CYNWYD CORPORATION
                             =======================

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                  FOR THE YEARS ENDED JANUARY 31, 1999 AND 1998
--------------------------------------------------------------------------------



2.       Note Receivable
         ---------------

         On October 30, 1991, the Company agreed to extend credit facilities up
         to an initial principle amount of $350,000 to Antiquities of Nevada,
         Inc. ("Antiquities"), and on January 29, 1992 entered into an amendment
         increasing the maximum credit availability by $150,000 through June 15,
         1992. On May 15, 1992, the loan agreement was amended, whereby the
         principle amount of $431,724 due as of that date was to be repaid in
         installments from June to August, 1992, with the balance of principle,
         accrued interest and related costs due September 1, 1992. The note
         bears interest at 10% per annum and is collateralized by all of the
         assets of Antiquities, along with the guarantees of the stockholders.

         On September 1, 1992, Antiquities defaulted on its obligations under
         the loan agreement, and filed under Chapter 11 of the Federal
         Bankruptcy Code on September 14, 1992. Under court order, Antiquities
         was required to pay the Company $10,000 per month towards this
         obligation plus interest of $3,000 per month, pending the filing and
         confirmation of a plan of reorganization. On February 24, 1993, the
         plan of reorganization was confirmed by the Court. The plan required
         monthly payments of principle of $10,000 to July, 1993, $15,000 to
         June, 1994 and $20,000 to November, 1994, plus interest payable monthly
         at 10% per annum. Through July, 1993, the principle payments were
         received. Subsequent to that point in time, monthly principle payments
         in amounts less than the required amounts were received.

         Through January 31, 1996, the Company had incurred legal and other
         costs in excess of $192,000 in connection with exercising its rights
         under the note, which, pursuant to the loan agreement, is reimbursable
         to the Company by Antiquities of which approximately $90,000 was
         collected. The Bankruptcy Court had ordered Antiquities to pay during
         the 23rd through 26th months of the confirmed plan, $86,500 of the
         Company's legal fees and expenses incurred during the Antiquities
         bankruptcy proceedings. The Company provided an allowance in the amount
         of $88,000 for any potentially uncollectible reimbursements.
         Antiquities has made payments in accordance with the loan agreement
         which were $1,294 and $14,835 in excess of the Company's allowance for
         the years ended January 31, 1999 and 1998, respectively. The receivable
         was paid off as of January 31, 1999.


3.       Due from Shareholder
         --------------------

         The amounts due from shareholder bear interest at the prime rate of
         7.75% and 8.5% at January 31, 1999 and 1998, respectively, with no
         specific repayment terms. Interest income relating to the advance was
         $10 and $1,084 for the years ended January 31, 1999 and 1998,
         respectively.


4.       Due to Affiliate
         ----------------

         The amount due to affiliate bears interest at the prime rate of 7.75%
         and 8.5% at January 31, 1999 and 1998, respectively, with no specific
         repayment terms. Interest expense relating to this advance was $425 and
         $431 for the years ended January 31, 1999 and 1998, respectively.



                                       F-9

<PAGE>


                             BALA CYNWYD CORPORATION
                             =======================

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                  FOR THE YEARS ENDED JANUARY 31, 1999 AND 1998
--------------------------------------------------------------------------------



5.       Management Fees
         ---------------

         The Company has agreed to compensate its president and principle
         shareholder for his services in maintaining the corporate books and
         records and in investigating possible merger and acquisition candidates
         for the Company, and to reimburse him for expenses incurred. Management
         fees of $15,000 are included in general and administrative expenses for
         the year ended January 31, 1999. There were no management fees for the
         year ended January 31, 1998.


6.       Income Taxes
         ------------

         The Company is classified as a personal holding company for federal
         income tax purposes for each of the periods presented. The Company is
         subject to a federal tax equal to 39.6% of its undistributed earnings,
         in addition to any other income taxes payable.

         At January 31, 1999, the Company had net operating loss carryforwards
         of approximately $15,000 which will expire in years 2008 through 2010
         for federal income tax purposes. For personal holding company tax
         purposes, only the preceding year's net operating loss is allowed to
         reduce undistributed personal holding company income.

         A valuation allowance is provided to reduce deferred tax assets to a
         level which, more likely than not, will be realized. The valuation
         allowance provided effectively eliminated the deferred tax asset
         resulting from net operating loss carryforwards.




                                      F-10

<PAGE>


                             BALA CYNWYD CORPORATION
                             =======================

                   APPENDIX A TO ITEM 601(c) OF REGULATION S-B
--------------------------------------------------------------------------------


THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF BALA CYNWYD CORPORATION AS OF AND FOR THE YEARS ENDED
JANUARY 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.


ITEM NUMBER          AMOUNT          ITEM DESCRIPTION
-----------          ------          ----------------


5-02(1)              $478,096        Cash and cash items
5-02(2)                     0        Marketable securities
5-02(3)(a)(1)               0        Notes and accounts receivable, trade
5-02(4)                     0        Allowances for doubtful accounts
5-02(6)                     0        Inventories
5-02(9)               478,096        Total current assets
5-02(13)                    0        Property, plant and equipment
5-02(14)                    0        Accumulated depreciation
5-02(18)              478,096        Total assets
5-02(21)               25,643        Total current liabilities
5-02(22)                    0        Bonds, mortgages and similar debt
5-02(28)                    0        Preferred stock, mandatory redemption
5-02(29)                  130        Preferred stock, no mandatory redemption
5-02(30)               52,721        Common stock
5-02(31)              399,602        Other stockholders' equity
5-02(32)              478,096        Total liabilities and stockholders' equity
5-03(b)1(a)                 0        Net sales of tangible products
5-03(b)1               21,332        Total revenues
5-03(b)2(a)                 0        Cost of tangible goods sold
5-03(b)2                    0        Total costs and expenses applicable to
                                       sales and revenues
5-03(b)3               17,787        Other costs and expenses
5-03(b)5                    0        Provision for doubtful accounts and notes
5-03(b)(8)                426        Interest and amortization of debt discount
5-03(b)(10)             3,119        Income before taxes and other items
5-03(b)(11)             1,500        Income tax expense
5-03(b)(14)             1,619        Income from continuing operations
5-03(b)(15)                 0        Discontinued operations
5-03(b)(17)                 0        Extraordinary items
5-03(b)(18)                 0        Cumulative effect, changes in
                                       accounting principles
5-03(b)(19)             1,619        Net income
5-03(b)(20)                 -        Earnings per share, basic
5-03(b)(20)                 -        Earnings per share, diluted