SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 8 KSB

                                 CURRENT REPORT



     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



                                December 1, 1999
                                (Date of Report)


                           Cassco Capital Corporation
             (Exact name of registrant as specified in its charter)


                                    Delaware
                 (State or other jurisdiction of incorporation)


                   0 41703                       51 0356301
          (Commission File Number) (IRS Employer Identification Number)


                 Number 1, Fenton Way Business Park, Fenton Way,
                       Chatteris, Cambridgeshire PE16 6US
          (Address of principal executive offices including zip code)


                               (44) 01354.694.000
               (Registrant's telephone number including area code)


                                 Not Applicable
          (Former name or former address, if changed since last report)


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Item 1. Change in Control of Registrant.

Acquisition of S&J (Chatteris)  Holdings Limited as a Wholly Owned Subsidiary of
Registrant:

On  December  1,  1999,  Cassco  Capital  Corporation,  a  Delaware  corporation
(Company),  entered into an agreement (Reorganization  Agreement) to acquire all
of the outstanding  capital stock of S&J (Chatteris)  Holdings Limited, a United
Kingdom  corporation (S&J Holdings).  Pursuant to the Reorganization  Agreement,
the Company  agreed to acquire all of the  outstanding  capital  stock of S&J in
exchange for 12,000,000 post split shares of its common stock.

Background and Overview of S&J (Chatteris) Holdings, Ltd.:

S&J Holdings was formed as a United  Kingdom  (UK)  corporation  in 1998 for the
purpose  of  establishing  its  separate  strategic   divisions  into  corporate
subsidiaries  and acquiring all of the  outstanding  shares of those  businesses
which were not then  wholly-owned.  The significant UK subsidiaries  are (1) S&J
(Chatteris)  Cladding  Limited - roofing and cladding  projects to approximately
$7,500,000;  (2) S&J (Chatteris) Steelwork Limited - structural  steelwork;  (3)
S&J (Chatteris)  Construction Limited - project management and general building;
(4) S&J  (Chatteris)  Special  Projects  Limited - smaller  roofing and cladding
projects to  approximately  $200,000;  (5) Specialist  Glazing Systems Limited -
roof  and  window  glazing;  and (6)  Specialist  Finishing  Systems  Limited  -
finishing and refurbishment. These subsidiaries service all of the UK and assist
in the other operations of the group on an as needed basis.

In addition to the UK  subsidiaries,  there are two  subsidiaries  which provide
direct oversight to project activity in Ireland and Poland. These are officed in
Belfast,  Northern  Ireland (S&J (Ireland)  Limited),  and Wroclaw,  Poland (S&J
Polaska  sp.zo.o).  These  subsidiaries  were  established  to capitalize on the
economic  development  and  construction  opportunities  present in Ireland  and
Poland and were built on the previous work  undertaken by the S&J Group directly
through its UK subsidiaries in these countries. They provide all of the services
provided  in the UK and allow the group to offer hands on service to its foreign
clients.  (S&J Holdings and its subsidiaries are collectively referred to as the
S&J Group).

The S&J Group  traces  its roots  back to 1974 when it was a small,  specialist,
industrial  building  company.  The  business to 1994 had  focused on  providing
specialty sub-contracting services to industrial building contractors in the UK.
Mr. Mark  Langley  joined the  business in that year and  immediately  began the
process of changing the primary focus of the business to the direct provision of
a  full  panoply  of  building  services  rather  than  sub-contracting  certain
specialty  services.  Mr.  Langley then expanded the  geographical  focus of the
business  beyond the UK and continued with the  implementation  of his vision so
that the business  now  provides  complete  design,  manufacturing  and building
services for industrial building projects throughout the UK, Ireland and Poland,
with the added ability to deliver these services  throughout  Europe and western
Africa. The diversification of operations by Mr. Langley, combined with building
a reputation for high quality performance, has provided the basis for the growth
the business has seen since Mr. Langley's association.

Consistent  and steady growth have been the hallmarks of the S&J Group since Mr.
Langley's  joining the firm. In 1994, the organization  generated gross revenues
of approximately L1 million.  By 1996 core business  operations  generated gross
revenues  of in  excess  of L6  million.  During  1997  and  1998,  Mr.  Langley
consolidated his ownership of the S&J Group and divided the corporate  structure
of the group  through the  establishment  of S&J  Holdings  and the  constituent
subsidiaries  comprising the S&J Group. The subsidiaries were formed by grouping
together the activities by the  specialist  area they operated in.  Further,  in
1998 a steel work fabrication center was established approximately 15 miles from
the head office which enabled the S&J Group to cover many facets of its business
which  were  previously  conducted  in  disparate  locations  and the S&J  Group
concentrated its operations in a purpose built headquarters at Chatteris. All of
the growth within the group has been  internal.  There have been no  significant
external acquisitions.

These  developments  significantly  disrupted  management  time and focus on the
day-to-day  operations of the S&J Group,  which impacted gross and net revenues,
but provided the impetus to move the business  forward beyond 1998 to new levels
of activity  and  development;  however,  in spite of these  disruptions,  gross

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revenue rose to  approximately  L13.7 million in 1997, L17.5 million in 1998 and
is expected to rise to more than L32 million in 1999. This represents an average
annual growth of 65% in gross revenues over the last five years. In 1997 the S&J
Group was  placed in 70th  position  in the London  Sunday  Times Fast Track 100
Companies, and then moved up to take 22nd place in 1998. Management are informed
that the S&J Group will again be in the listing,  a record third  straight time,
but have not been informed on their ranking.

     Group Revenues:

To provide an  indication  of the relative  scale of each section of the group's
operation, the gross revenues anticipated for 1999 are as follows:

     Cladding                   L14.0 million
     Construction               L10.0 million
     Special projects            L3.3 million
     Steelwork                   L2.6 million
     Glazing                     L2.2 million

     Cladding:

The roof and wall  cladding  business  has been the main  driver  in the  recent
revenue  growth of the group.  Operating in  conjunction  with the steelwork and
glazing  subsidiaries,  it offer clients a complete frame and external  envelope
service.  Having  all the  disciplines  "in  house"  provides  a  single  source
responsibility  for  integrated  design  and  detailing.  Roofing  and  cladding
contracts range generally from L100,000 to L5 million for national  contractors,
project management companies, architects and direct clients.

The group works  closely  with the  manufacturers  of most of the  leading  high
quality roofing and cladding systems and are accredited installers for:

     Hoogovens Aluminium Building Systems
     Kingspan
     Euro-Clad
     Coseley Building Products
     Ward Brothers

S&J has the  latest  generation  of  computerized  design,  estimating  and cost
control systems.

Staffing at the Chatteris head office is as follows:

     Commercial/estimators                5
     Contract                             6
     Design                               7
     Surveyors                            5
     Purchasers                           5
     Administration                       4

The installation teams are extensively  trained through  continuing  development
programs.  The training is both product  specific and generic,  with  particular
attention to health and safety  matters.  The core teams are  directly  employed
personnel, augmented by bona fide sub-contractors.

Contracts have been completed in all parts of the United Kingdom.  In the latter
part of 1998 an office was  established  in Sevenoaks,  Kent, and now has a full
range of staff encompassing design, estimating, surveying and site supervision.

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<PAGE>


     Construction:

This has been the  original and core  business  for twenty five years.  With the
growth in demand for  "design  and build"  contracts,  it has  emerged in recent
years  in a key  role as  principal  contractor,  locally  and  nationally,  for
projects up to a value of L5 million.  It is then able to draw on the specialist
skills of its fellow-subsidiaries.

Great emphasis is placed on developing  strong bonds with both clients and their
advisers to ensure that  objectives  are met. The head office team includes four
experienced project managers, as well as designers,  buyers and surveyors. There
are five site  managers and core teams of directly  employed  personnel.  Recent
contracts  include the design and build of a 90,000 sq. ft cold storage facility
in East Anglia for L3.6 million and a new stand at Worcester rugby club.

     Special Projects:

Special projects was formed to deal  specifically with industrial and commercial
roofing,  cladding  and  refurbishment  projects.  Job  values  range from a few
thousand pounds to about L150,000.  The clients are widespread,  including local
authorities, building owners, main contractors, project managers and architects.
A free  detailed  survey  and  estimating  service  is offered to clients as the
company is able to provide impartial advice on material specifications.  Quality
is the  crucial  feature,  and  the  workforce  is all  directly  employed.  The
accreditation  from high quality  product  suppliers is shared with the cladding
subsidiary.

The lower value jobs and the close relationships developed with clients over the
years have  resulted in  considerably  higher  margins than those  obtainable on
larger cladding jobs. Revenue growth in the last year has been rising from about
L1  million in 1998 to almost L3 million  in 1999.  The  company  has a recently
formed subsidiary in Wickford,  Essex, which is generating revenues in the South
East, based on the same range of services.

     Steelwork:

Currently based at St Ives,  Cambridgeshire,  S&J (Chatteris)  Steelwork Limited
specializes in the design,  fabrication and installation of structural steelwork
and  architectural  metal works.  As with the other  subsidiaries  in the group,
steelwork  forms an integral  part of the  services mix that the group offers to
the building  industry.  It not only provides the cladding and roofing  services
with  marked  competitive  advantage,  as it  provides  a true  design and build
service to the client,  but also forms a separate and valuable  contribution  to
the profitability of the group.

The present location,  with a production  facility of 15,000 sq. ft., is proving
too small for the potential of the  business,  and it is planned that it will be
re-located to a new,  purpose  built  facility on land owned by the group on the
head office site by mid 2000.

Recent  substantial   investment  has  been  made  in  state  of  the  art  CNC,
close-coupled  sawing and drilling line, which links to a specialist CAD package
and allows  accurate and efficient  fabrication of all structural  members.  The
system marks all components with markings to enable quick and accurate erection.
This generates substantial labor cost savings and quality improvements on site.

Typical recent projects are:

     The  construction  of eight  steel  frame  buildings  for the  Ministry  of
     Agriculture  and Foods at  Addlestone,  complete  with  overhead  walkways,
     balustrades and staircases, for a project value of L600,000.

     Intricate   structural  steel  framing  for  apartments  and  balconies  to
     nine-story luxury block in Docklands - project value L185,000.

     Three office and  industrial  buildings in Byfleet,  Surrey - project value
     L220,000.

     Internal steel  structures and roof top  conservatories  at the new Harrods
     Village development in Barnes, London - project value L700,000..

                                       4
<PAGE>


     Glazing:

Specialist  Glazing Systems Limited,  based at the head office at Chatteris,  is
similar to the  steelwork  subsidiary  in forming  another key  component of the
one-stop shop. The market for the company's products has three segments:

     Industrial building applications linked to general cladding work
     Business park developments, which have a very high glas content
     Curtain wall systems which are almost entirely glazing.

A recent, major contract was the refurbishment of London's Charing Cross railway
station. The company is strengthened by approved dealerships for Vitral, Velfac,
Shucco,  Technal and Senior  Aluminium  window,  curtain  wall and roof  glazing
systems.

     Ireland:

In recent years the group has completed  several cladding  contracts in Northern
Ireland. The economic environment in Eire has been buoyant for some time and the
peace  process is likely to  generate a  significant  influx of  investment  and
infrastructure  funding - some of which is already  underway.  In order to be in
the best  position  to capture the  potential  it is  necessary  to have a local
office under the  direction of an Irish  manager.  Earlier this year Mr.  Victor
Elliott,  who had been Hoogovens'  representative  in Northern Ireland agreed to
lead the establishment of S&J in Ireland. Offices just outside Belfast have been
leased and equipped, and operations are begun.

     Poland:

S&J Polska Sp.zo.o.  was  incorporated in March,  1999,  after research into the
Polish and central  European  market for  cladding  and  roofing.  The S&J Group
already had experience operating in Poland, having built a new Cadbury's factory
in  Wroclaw.  A pilot  office  has been set up in the city of  Kalisw,  which is
located between the major cities of Wroclaw,  Poznan and Warsaw - ideally placed
to service the booming construction industry and to establish in central Europe.

Poland is experiencing  unprecedented  economic growth,  and is likely to be the
next  candidate  for entry to the EU in 2004.  It is also an excellent  base for
activity  in the  Czech  and  Slovakian  Republics  and in  Hungary,  which  are
experiencing similar growth.

Initially,  S&J  Polska is  drawing on the  technical  services  of the S&J head
office  in  order  to  service  inquiries;  however,  it is  setting  up its own
estimating  and design  office.  Staff have visited  Chatteris  for training and
there is a real  expectation  that the  Polish  office  could soon  support  the
drawing and design  function in the UK, where expansion is restricted by UK wide
skills shortages, at a fraction of the UK cost.

Negotiations  are underway for the  construction  of a hypermarket  for Tesco in
South East Poland, in co-operation with the subsidiary of a large UK contractor.
A very considerable area of growth for the company in Central Europe is not only
the  construction of industrial and  distribution  centers,  but also a need for
extensive  refurbishment  of existing  buildings.  These  activities draw on all
aspects of S&J's expertise and exploit its competitive advantage to the full.

     Other Projects:

S&J are currently in negotiations with a number of international contacts, which
are expected to result in a substantial international division being formed next
year. The concept of an international project management team is taking shape to
take  advantage of the group's unique single source supply  potential.  Projects
receiving  attention  include the  construction  of a  prestigious  headquarters
building for a bank in Nigeria,  and the  refurbishment of an industrial  "brorn
fields" site in central Europe, linked to EU funding.

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<PAGE>


New Management:

The Board of Directors, as a result of the S&J acquisition,  now consists of one
member,  Mr. Mark  Langley,  who, it is  anticipated,  will  appoint  additional
directors in the near future.  Mr.  Langley is also presently the sole executive
officer of the Company. The following table sets forth all those persons who are
now executive officers of the Company and S&J.

     Name          Position with Company and the S&J Group
     ----          ---------------------------------------

Mark Langley       Chairman and Chief Executive Officer
David Rogers       Director of S&J Holdings - Corporate Finance and Acquisitions
David Rowe         Managing Director - Contracting
Steve Cutts        Controller
Jamie McGinty      Managing Director - Cladding
Harry Rose         Managing Director - Construction
Robin Harris       Managing Director - Special Projects
Tom Bently         Managing Director - Steel
Neil Tolley        Managing Director - Glazing
Victor Elliott     Managing Director - Ireland
George Fokias      Managing Director - Poland

(1) None of the above  individuals has any arrangement or understanding  whereby
they are or will be  selected as a director or nominee of the Company or of S&J.
All  directors  and  executive  officers  will hold office until the next annual
meeting  of  shareholders  and until  their  successors  have been  elected  and
qualified.  All  officers  are elected by the Board of  Directors  at its annual
meeting immediately  following the shareholders'  annual meeting and hold office
until their death or until they earlier resign or are removed from office. There
are no written or other  contracts  providing  for the  election of directors or
term of employment of executive officers, all of whom serve on an at will basis.

Profiles of Directors and Executive Officers of the Company and S&J:

     S&J Holdings:

Mark  Langley,  age 38, has been the  President,  Chief  Executive  Officer  and
Chairman of the Board of Directors  of the Company  since  December 1, 1999.  He
holds similar  positions with S&J Holdings and directs the operations of the S&J
Group,  having held those  positions since 1994. Mr. Langley began his technical
education  more than 20 years ago as a laborer and has  succeeded to  management
through job promotions  within the industry and lateral hires. He has built up a
broad range of experience including project management and contracting skills.

David Rogers,  aged 53, has been with the group for  approximately two years. He
is a chartered  accountant  with 18 years  experience at Price  Waterhouse.  Mr.
Rogers has served and  continues  to serve as chairman and a director to several
manufacturing companies. He received a degree in Engineering Science from Exeter
University.

David Rowe,  aged 48, has been with S&J  Holdings  since 1998 and  oversees  the
structuring  and  implementation  of the  financial  operations  of the  various
subsidiaries  of the S&J Group.  He was  previously  a director of  surveying at
another  construction  company.  Mr.  Rowe  leads a team  which has  principally
established tight controls over contracts and cash collections while supervising
the  implementation  of formalized  disciplines over all aspects of construction
contract work.

Steve Cutts, aged 40, has over 20 years experience as a financial controller and
cost  accountant,  ten of which have been in the  construction  industry.  He is
responsible  for  the  day-to-day   oversight  of  the  finance  and  accounting
departments of the S&J Group.

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     Subsidiary Companies

Cladding:  Jamie  McGinty,  aged 32, and has spent all his  working  life in the
roofing and cladding  industry.  After 11 years as a site worker,  he joined the
S&J Group five years ago as site manager.  Under the direction of Mr. Langley he
has made strong  progress  and is now  responsible  for all roofing and cladding
activity.

Construction:  Harry Rose,  aged 50,  joined the S&J Group earlier this year and
brings extensive experience in the construction industry.

Special  Projects:  Robin  Harris,  aged  41,has  led  the  development  of this
operation.  He spent thirteen years running the estimating and design offices of
roofing and cladding companies before joining Mr. Langley with the S&J Group.

Steelwork: Tom Bentley, aged 39, has developed the steelwork specialism over the
last three years with the S&J Group.  Previously,  he worked for one of the UK's
largest  steelwork  fabrication  companies.  He has  an  in-depth  knowledge  of
automated production. Mr. Bentley started out as a welder fabricator, progressed
rapidly to site erection of steel framed buildings and on to senior management.

Glazing:  Neil Tolley, aged 35, has recently taken over the directorship of this
subsidiary. He started in the industry as an apprentice draughtsman, moved on to
being a design estimator and later a project manager.

Ireland:  Victor  Elliot leads  development  across  Ireland.  He has many years
experience in contracting  work in Ireland.  He was previously  with  Hoogoven's
Aluminum Building Systems in Ireland.

Poland:  George Fokias is a British national and managing director of the Polish
subsidiary,  S&J  Polska  Sp.zo.o.  He has  worked  in Poland  for three  years.
Previously,  he spent 18 years in mainland  Europe,  North Africa and the Middle
East in  senior  management  positions  with  construction  equipment  marketing
companies.  He is a member of the  Institute of Chartered  Accountants  and also
holds a  postgraduate  diploma  in  industrial  administration.  He has gained a
wealth of experience in  establishing  industrial  and  construction  subsidiary
companies  for UK parent  companies in places such as Saudi  Arabia,  The United
Arab Emirates, The Bahamas, Spain, Morocco and Poland.

Current Market for The S&J Group:

The UK and Europe remain the S&J Group's main focus for commercial activity. The
S&J Group enjoys Europe-wide project activity,  and with the specialist focus of
each  business  within the group,  management  believes that clients are finding
more and more reason and opportunity to buy a complete construction package from
one source.

Management  feels that the  present is an ideal time in Europe for  construction
companies to investigate  other,  more rapidly  growing,  markets.  In response,
operations  were recently  expanded into Poland and Ireland where the group will
pursue  the  opportunities  provided  by these  markets.  As  overseas  activity
expands,  management anticipates forming a specialist world-wide project team to
manage  contracts and  construction  activity on a global basis.  These projects
will see a number of different  companies  within the S&J Group working together
to provide the client with project management, design and build services.

The unique  aspect  which sets the S&J Group apart from its  competitors  is the
group's  diversity of skills and its ability to provide a single  source  supply
point.  Strategies  for the future  development of the group must be set against
market conditions prevalent in the UK, which constitutes our main market. Market
conditions  embrace not only trends of building  spend on the range of materials
or over the variety of buildings, but also the structural changes in the market.

     Structural changes:

In 1998 the  government set up a task force under the  chairmanship  of Sir John
Egan to review  the way  construction  was  undertaken  in the UK and to suggest
improvements. The Egan Report identified five key drivers of change:

     Committed leadership
     A focus on the customer
     Integrated processes and teams
     A quality driven agenda
     Commitment to people

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These  changes  will,  and have  already  begun to,  affect the S&J Group in the
following ways:


     Less reliance on tendering and contracts
     More effort required to develop and maintain relationships with customers
     Integration of the design and construction processes
     Greater involvement in the design and project management
     Developing construction performance indicators to measure progress (bench
        marking)
     Elimination of waste
     Better conditions for those who work in the industry

S&J is well  placed  to take  advantage  of these  trends;  particularly  in the
integration of design and construction. S&J is further developing the skills and
techniques  involved in gaining and maintaining  relationships with key clients,
primarily through partnering arrangements. The objectives of partnering are:

     To complete works for the client within budget,  on time and to the quality
     standards, with zero defects being the eventual objective

     Safety  - to  ensure  works  are  designed  and  carried  out in a safe and
     workmanlike manner without any Health and Safety concerns,  no accidents or
     injuries and aim for zero incidents

     Build and maintain  good working  relationships  based on trust,  fairness,
     honesty and open communication

     Promote innovation, imagination and efficiency

     Permit a positive cash flow, reasonable  profitability and a willingness to
     share savings arising from the above

     When problems do occur, deal with them in a positive,  proactive manner and
     avoid traditional dispute procedures

     Market Trends:

S&J has two sources of relevant market data: (1) MSI produces a survey of annual
trends  in the  roofing  market  each  December;  and (2)  Construction  Markets
produces a commissioned report for Hoogovens each quarter

The MSI figures  show that the  roofing  market  peaked in 1994 and  declined by
about 3% in the  following  two years before  recovering  again in 1997 and 1998
back to 1994 levels, representing a total market of some L930 million - but this
is roofing alone and does not include  cladding,  nor the other S&J  activities.
Factors driving the recovery are the relatively  stable UK economy,  the release
of  government  monies for public sector  housing,  the funding  available  from
lottery  grants,   private  finance   initiative  schemes  and  the  substantial
investment plans to renovate and refurbish stations. MSI forecast further growth
in 1999 and 2000  amounting to a further 4% before a flattening  off.  They warn
that new  construction  in the  commercial  and public  non-housing  sectors may
decline. Half the market is new work and the remainder repairs and maintenance.

S&J's  specialty is high quality  aluminum  roofing and cladding.  Metal roofing
currently represents about 30% of all roofing materials,  but metal has grown by
6.5% over the last five  years,  whereas  the  market  has been  static for more
traditional materials. Within the metal roofing sector, aluminum usage has grown
by over 50% in the same  period.  Manufacturers  of  aluminum  roofing,  such as
Hoogovens, have actively marketed its environmental  properties,  especially its
ability to be recycled.  MSI conclude that aluminum will continue to gain market
share as manufacturers heighten awareness of the material amongst specifiers.

                                       8
<PAGE>


The Hoogovens  statistics are more relevant to S&J because they include not only
roofing but also wall cladding. They are also more up to date. The wall cladding
market  currently is about half the size of the roofing  market,  but is growing
more rapidly (by 7.3% in 1998 compared with the 2.6% for roofing).

Hoogovens'  figures  show the profiled  metal and standing  seam roofing to have
grown by 26%  over  the  last  five  years,  compared  with 11% for  traditional
materials.  The market for walling has grown more  quickly than that for roofing
because  of the  increasing  use of high  rise  prestigious  building  as the UK
recession ended.

Hoogovens provides a very useful forecast of floor area for new build across the
various  sectors.  This  shows a 6.6% rise in total for 1999  over  1998,  which
itself  represented  a growth of 6.2%  over the  previous  period.  For 2000 the
overall figure is set to fall by 6.5%,  but there is significant  variation over
the sectors.  Office  building will continue to rise, by 7.5%, and public sector
building will also advance,  but retail will decline by 15%,  leisure by 12% and
industrial by 10%.

While S&J has  benefited  from being in the  forefront of an  increasing  use of
aluminum in a reasonably  buoyant market,  its growth has  comfortably  exceeded
that of the market  sector.  The  statistics  suggest that an emphasis on office
buildings  and other  public  sector  developments  holds the best  prospect  of
maintaining that growth.

The other  message from the  statistics is that now is an ideal time to seek out
other, more rapidly growing markets,  and the developments in Poland and Ireland
appear timely.

Future Markets and Vision for the S&J Group:

Negotiations are underway with a number of international  contacts which the S&J
Group  anticipates will provide a substantial  division being formed in the next
12 months.  There can, however,  be no assurance of this. One example has been a
request to  provide  proposals  for the  design  and supply of the steel  frame,
curtain  wall  and roof of a  prestigious  headquarters  for a bank and  housing
construction group in Nigeria,  where the S&J Group has worked previously.  This
project would see a number of different  companies  within the S&J Group working
together  to provide  the  client  with a project  management,  design and build
service.

S&J Group  provides  a  diversity  of  skills  under  one  roof,  a  significant
differentiation from its competitors. Also, the group has the ability to provide
a single source supply point which results in  considerable  savings in cost and
time and allows greater project control.  This, management believes,  will allow
the group to be competitive in these markets.

The  vision for the S&J Group is to be the UK's  leading  provider  of  building
frames and external envelopes,  driven by a clear understanding of its partners'
needs.  Already,  its ability to provide a one-stop provision singles it out and
enables its clients to eliminate  the  traditional  interface  problems  between
specialist subcontractors.

Much of the revenue  growth will  result from the  balancing-up  effect of being
responsible  for the whole  building  frame  and  envelope.  This  will  provide
significant growth opportunities for steelwork and window fabrication,  but will
require  enhanced  manufacturing  facilities in new buildings on the head office
site  during  the next  year or two.  Planning  for the new  facilities  is well
advanced and the total cost is likely to be about L1.5 million.

Elsewhere,  revenues  are  expected  to rise more  rapidly in  strongly  growing
economic environments,  such as Poland and Ireland. Other overseas opportunities
are being  researched  and the concept of a worldwide  project  management  team
developed.

Corporate Culture and Vision:

The business  strives to provide a culture  which  positively  fosters  ambition
among the workforce.  Mr. Langley leads by example with enthusiasm,  flexibility
and a strong  feeling for client  feedback.  Products  have been created to meet
market demand,  and a complete  commitment to quality has earned the S&J Group a
good reputation and outstanding  levels of customer  retention.  Mr. Langley and
his team  recognize  the need to examine  what is  required  to keep pace in the
market and to forge ahead.

                                       9
<PAGE>


The  vision  now is for the S&J Group to become  the UK's  leading  provider  of
building  frames  and  external  envelopes,  driven  by a  comprehension  of its
business  partners'  needs.  The S&J Group is well placed and has  provision  to
expand significantly during the next five years.

The  culture  of  the  organization,  epitomized  by  Mark  Langley,  is  one of
enthusiasm and flexibility, of sensitivity to clients' reactions and of pride in
a job done well and on time.  There is a strong work ethic and an environment in
which  ambition is allowed to  flourish.  This  culture has enabled the group to
grow,  outstripping the growth in the underlying  market,  which itself has been
healthy.

The UK market is changing, driven by the Egan report, but with greater degree of
variability  of growth rates for future  building.  Trends derived from the Egan
report  favor  companies  who offer a high  level of  customer  awareness  and a
willingness  to  contribute  project  management  skills,  and a wide  range  of
building  components.  Commercial office building and publicly financed projects
offer the best prospects for future volumes.

The market is likely to be less  strong in the next few years and the group will
only be able to grow at these  rates and hold or  increase  margin if it commits
itself to clear strategies.  Those strategies are in part general, affecting the
whole group, and in part specific, affecting one or more parts in particular.

Financial Control and Risk Management:

A comprehensive,  integrated  suite of computer  programs which are specifically
designed  for  businesses  operating in the  construction  industry are used for
financial  planning and accounting.  The programs also provide modern,  in-depth
cost accounting abilities to the organization on a  project-by-project  basis so
as to allow  day-to-day  oversight  of the  construction  process.  Surveyors or
project managers and executive staff review the reports periodically so that any
deviation  from the  plan  can be  identified  immediately.  This is a  valuable
management  tool which allows for  immediate  assessment of the cost and margins
being generated by each job on a periodic basis.

Site  management  is an  important  aspect  in  the  Group  and  is  the  direct
responsibility of site  supervisors.  Daily visits are made to smaller projects;
whereas larger  projects have a member of staff on site full time.  Time on site
is being measured as part of a focus on performance  and a dedicated  debriefing
takes place with each client at the completion of a project.  Maintaining  first
class  client  relationships  is seen as a major part of the business and client
perception surveys are being introduced as a routine operation.

The  S&J  Group  has  not  experienced  customer  bad  debts,  but  considerable
investment  has been made in insuring  against  aggregate  bad debt in excess of
L100,000 annually.

Facilities:

The head office of the UK  operations is Number One,  Fenton Way Business  Park,
Fenton  Way,  Chatteris,  Cambridgeshire,  U. K. The  telephone  number  at this
address  is  01354.694.000.  The  group  also  maintains  leased  operations  in
Sevenoaks,  Kent,  Wickford,  and  Essex.  The  office in  Ireland is located in
Belfast at 20 Comber  Road,  Newtownards,  County  Down BT23 4RX.  The office in
Poland is in Kalisz at Ul Czestochowska 25, 62-800. The web site address for the
S&J Group is www.sjgroup.co.uk.

The Company, as of the date of this report,  owned no real or personal property,
tangible  or  intangible,  other  than its  ownership  of all of the  issued and
outstanding  common shares of S&J.  Conversely,  the Company had no  liabilities
which had not either been paid in their entirety or fully provided for.

The head  office and base for most of the S&J Group's  activities  is a freehold
building in Chatteris  constructed  by the group in 1998 for about  L700,000 and
occupied  from  September  1998.  The building is an open floor plan  comprising
approximately 12,000 sq. ft. of office space, comfortably accommodating the head
office team of about 70,  together with 6,000 sq. ft of light  industrial  space
which houses the window manufacturing facility.

                                       10
<PAGE>


Fifteen miles away, in St. Ives, are two adjacent  industrial units amounting to
approximately 15,000 sq. ft which house the steelwork fabrication business.  The
steelwork business is growing quickly, mainly as a result of new business linked
to cladding contracts,  and needs additional space. The premises in St. Ives are
held on short  leases and there is the  opportunity  to vacate them during 2000.
Plans are well  advanced to build a specially  designed  facility for  steelwork
with a floor area of 30,000 sq. ft on freehold land immediately next to the head
office  building.  It is  anticipated  that the shell of this  building  will be
completed  towards the end of this year and ready for occupation by June of next
year.

In addition the Cladding  subsidiary has an office in Kent and Special  Projects
has an office in Essex.

The  facility  for  producing  glazing  units  in  house  was set up in 1998 and
includes  a  variety  of state of the art  saws,  jigs  and  materials  handling
equipment, sufficient to deal with more than double the present output.

Present Capital Structure:

The Company's equity capitalization  presently consists of two classes of stock,
common and preferred.  There are 100,000,000  shares of Common Stock,  par value
$.001 per share,  and 10,000,000  shares of Preferred  Stock, par value $.01 per
share, which are authorized to be issued. All outstanding shares of Common Stock
are fully paid for and  nonassessable.  A holder of Common  Stock is entitled to
one vote per share on all matters  submitted for action by the  stockholders.  A
quorum for the  transaction  of business at any meeting of the holders of Common
Stock is one third of the shares  outstanding.  All  shares of Common  Stock are
equal to each other with respect to the election of  directors;  therefore,  the
holders of more than 50% of the outstanding Common Stock present at a meeting at
which a quorum is present and at which  directors are being elected can, if they
choose to do so, elect all of the  directors.  Thus, the holders of as little as
16.51% of the outstanding  Common Stock could elect directors.  The terms of the
directors are not staggered.  Directors are elected  annually to serve until the
next annual  meeting of  stockholders  and until their  successor is elected and
qualified.  There are no preemptive  rights to purchase any additional shares of
Common  Stock or other  securities  of the  Company,  nor is  cumulative  voting
applicable to the election of the Board of Directors. The shares of Common Stock
have those dividend rights prescribed by the laws of the State of Delaware,  are
not  convertible  into any other  security,  do not have sinking fund provisions
applicable to them and are not subject to redemption or to any  restrictions  on
transfer.

As of December 3, 1999, the transfer  ledgers  maintained by the Company's stock
transfer agent, including individual participants in security position listings,
indicated that there were approximately 15,000,000 shares of Common Stock issued
and outstanding.

The Articles of Incorporation  vest the Board of Directors with the authority to
divide the  Preferred  Stock into series and to fix and  determine  the relative
rights and preferences of the shares of any preferred series  established to the
full extent  permitted  by the laws of the State of Delaware and the Articles of
Incorporation  with respect to, among other things,  (a) the number of shares to
constitute a series and the distinctive  designation  thereof,  (b) the rate and
preference  of  dividends,  if any,  the time of payment of  dividends,  whether
dividends are cumulative and the date from which any dividends  begin  accruing,
(c) whether  shares may be redeemed  and,  if so, the  redemption  price and the
terms and conditions of redemption,  (d) the liquidation  preferences payable in
the event of  involuntary  or voluntary  liquidation,  (e) sinking fund or other
provisions,  if any, for the redemption or purchase of shares, (f) the terms and
conditions upon which shares may be converted,  if  convertible,  and (g) voting
rights,  if any. The  Company,  as of December 1, 1999,  had no Preferred  Stock
outstanding.

Signature Stock Transfer,  14675 Midway Rd., Ste. 221,  Dallas,  Texas 75224 has
been engaged by the Company to serve as the transfer agent for the Common Stock.

No  dividends  have been  declared  on the  Common  Stock by the  Company  since
inception,  and no dividends  are planned in the  foreseeable  future;  however,
there are no restrictions at present on the declaration or payment of dividends.

                                       11
<PAGE>


            CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains certain forward-looking  statements,  as defined in the
Private Securities Litigation Reform Act of 1995, and information relating to us
that are based on the beliefs of our management,  as well as assumptions made by
and  information  currently  available  to our  management.  When  used  in this
prospectus, the words estimate, project, believe, anticipate, intend, expect and
similar expressions are intended to identify forward-looking  statements.  These
forward-looking  statements  reflect  our current  views with  respect to future
events  and are  subject to risks and  uncertainties  that  could  cause  actual
results to differ  materially from those  contemplated in these  forward-looking
statements,  including  those  risks  discussed  under  Risk  Factors.  You  are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date on this prospectus.  We have no obligation to publicly
release any revisions to these  forward-looking  statements to reflect events or
circumstances  after the date of this prospectus or to reflect the occurrence of
unanticipated events.

Item 2. Acquisition or Disposition of Assets: See Item 1, above.

Item 3. Bankruptcy or Receivership: Not Applicable.

Item 4. Changes in Registrant's Certifying Accountant: Not Applicable.

Item 5. Other Events. Not Applicable.

Item 6. Resignation of Registrant's Directors: Not Applicable.

Item 7. Financial  Statements,  Pro Forma  Financial  Information  and Exhibits:
Pursuant  to the terms  and  conditions  of the  Reorganization  Agreement,  the
financial  statements  required  will be filed within the time  limitations  set
forth in applicable regulations.


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

CASSCO CAPITAL CORPORATION
(Registrant)


By: /s/ Mark Langley
--------------------
Mark Langley, Chief Executive Officer


Date: December 3, 1999







                                       12

<PAGE>

                                    EXHIBIT 1

                      Plan and Agreement of Reorganization



                      PLAN AND AGREEMENT OF REORGANIZATION
                                      UNDER
                   SECTION 368(b) OF THE INTERNAL REVENUE CODE


                           CASSCO CAPITAL CORPORATION
                                       AND
                        S&J (CHATTERIS) HOLDINGS, LIMITED


                    CHATTERIS, CAMBRIDGESHIRE, UNITED KINGDOM
                               (DECEMBER 1, 1999)


THIS AGREEMENT AND PLAN OF  REORGANIZATION  ("Agreement"  and  "Reorganization,"
either  of  which  may be used in the  alternative)  has  been  entered  into on
December 1, 1999 ("Closing Date"), and is between Cassco Capital Corporation,  a
publicly-held  and  traded  Delaware  corporation   ("CSCA"),   S&J  (Chatteris)
Holdings,  Limited, a privately-held United Kingdom corporation ("S&J"), and the
sole shareholder of S&J, Mr. Mark Langley ("Mr. Langley").

THE FOLLOWING  PREMISES ARE AN INTEGRAL PART OF THIS AGREEMENT:  1. CSCA, solely
in exchange for 12,000,000 post one for 70 (1:70) reverse split common shares of
CSCA  ("CSCA  Shares"),  desires  to  acquire  from  Mr.  Langley  100%  of  the
outstanding  capitalization  of S&J  (collectively,  the "S&J Shares").  2. This
acquisition  will make S&J a  wholly-owned  subsidiary of CSCA.  3. Mr.  Langley
desires to acquire the CSCA Shares solely in exchange for the S&J Shares. 4. The
S&J Shares constitute 100% of the outstanding capital of S&J. 5. The CSCA Shares
constitute  no less than 80% of the  outstanding  share  capitalization  of CSCA
after the transfer and  conveyance  of the S&J Shares to CSCA.  6. The governing
bodies  of CSCA  and S&J  have  found  it  advisable  for  the  benefit  of each
corporation  and  their  respective  stockholders  that  CSCA  acquire  S&J as a
wholly-owned  subsidiary  and,  therefore,  have approved this Agreement and the
corresponding Reorganization.

THE PARTIES  ADOPT THIS  AGREEMENT AS A TAX-FREE  REORGANIZATION  UNDER  SECTION
368(b) OF THE INTERNAL REVENUE CODE AND AGREE AS FOLLOWS:

                                    ARTICLE I
        TRANSFER AND CONVEYANCE OF THE S&J AND CSCA SHARES; RESIGNATIONS

1.1.  Transfer  and  Conveyance.  Subject  to  all  of  the  terms,  conditions,
representations,  warranties  and  covenants  set forth in this  Agreement,  Mr.
Langley has  transferred  and conveyed  (without  reservation and free and clear
from  all   encumbrances)   to  CSCA  the  S&J  Shares  on  the  Closing   Date.
Correspondingly, CSCA has transferred and conveyed (without reservation and free
and clear from all encumbrances) to Mr. Langley the CSCA Shares.

1.2. Resignation of CSCA Directors and Officers. The current member of the board
of directors of CSCA has appointed those  individuals to the board designated by
Mr. Langley and has resigned as a director and executive  officer  without claim
to  compensation  of any kind no matter how  arising.  There are no executive or
other officers of CSCA at the Closing Date.

                                   ARTICLE II
                     REPRESENTATIONS, WARRANTIES, COVENANTS

2.1.  Representations,  Warranties and Covenants of CSCA to S&J and Mr. Langley.
CSCA represents and warrants to S&J and Mr. Langley,  jointly and severally,  on
the Closing Date as follows: (a) Authority:  All necessary action has been taken
to make this Agreement a legal, valid and binding obligation of CSCA enforceable
in accordance  with its terms and  conditions.  (b) No Breach or Violation:  The
execution  and delivery of this  Agreement  and the  performance  by CSCA of its
obligations  will not result in any breach or violation of or default  under any

<PAGE>


agreement,  indenture,  lease, license, mortgage,  instrument, or understanding,
nor result in any  violation of any law,  rule,  regulation,  statute,  order or
decree  of any kind,  to which  CSCA or any of its  affiliates  is a party or by
which they or any of their property is or may be or become  subject,  nor in the
violation  of the  articles  or  bylaws  governing  the  conduct  of  CSCA.  (c)
Non-Assessable  CSCA Shares:  The CSCA Shares have each been validly  issued and
are fully  paid for and  nonassessable.  (d) No Liens on CSCA  Shares:  The CSCA
Shares  are not and  shall not be or become  subject  to any lien,  encumbrance,
security interest or financing  statement  whatsoever through any act of CSCA or
its  affiliates;  further,  the CSCA Shares are not the subject of any agreement
other than this Agreement. (e) Capital Percentage;  Outstanding Commitments: The
CSCA Shares represent no less than 80% of the outstanding  proprietary  interest
of CSCA;  further,  there are no  outstanding  commitments  (direct or indirect)
which would cause the  issuance  or transfer  out of treasury of any  additional
proprietary interest of CSCA, whether by common stock,  preferred stock, option,
warrant,  debt or otherwise,  other than pursuant to those  contracts which have
been disclosed to Mr. Langley and which he has acknowledges  receipt of. In this
regard, the outstanding capital stock and commitments for the same do not exceed
3,000,000  post-split shares in amount. (f) SEC and Tax Reports;  Filings:  CSCA
has  delivered to S&J and Mr.  Langley its annual  report on Form 10-KSB for the
year ended December 31, 1998,  and its quarterly  reports on Form 10-QSB for the
fiscal quarters ended March 31, 1999, June 30, 1999, and September 30, 1999, all
of which were true and  correct  as of the date of filing  and  remain  true and
correct.  CSCA has  provided to S&J and Mr.  Langley  full access to any and all
information  either of them desired  concerning  the business and  operations of
CSCA, and CSCA has made available S&J and Mr. Langley such personnel as has been
requested to answer any and all questions  which S&J and/or Mr. Langley may have
had concerning  their investment in CSCA. CSCA is current in all of its required
reports  under the  Securities  Exchange  Act of 1934.  CSCA is  current  in its
filings  with  all  federal  and  state  taxing  agencies,   including,  without
limitation,  the Internal  Revenue  Service.  CSCA has  delivered to S&J and Mr.
Langley  its annual  report on Form 1040,  which was true and  correct as of the
date of filing and  remains  true and  correct.  No taxes are due any federal or
state  agency.  (g) No  Undisclosed  Liabilities  or  Obligations.  CSCA  has no
obligations  or  liabilities  of any nature  (absolute,  accrued,  contingent or
otherwise,  and  whether  due or to become  due,  herein  "liabilities")  except
liabilities  fully reflected or reserved in the balance sheet filed as a part of
the Form 10-QSB dated  September  30,  1999;  further,  CSCA has no assets.  (h)
Litigation. There is no legal, administrative,  arbitration or other proceeding,
claim or action of any nature or investigation  pending or threatened against or
involving CSCA, or which questions or challenges the validity of this Agreement,
or any action to be taken by CSCA  pursuant to this  Agreement or in  connection
with the transactions  contemplated  hereby,  and CSCA does not know or have any
reason  to  know  of  any  valid  basis  for  any  such  legal,  administrative,
arbitration or other proceeding, claim or action of any nature or investigation;
further,  CSCA is not subject to any  judgment,  order or decree  entered in any
lawsuit or proceeding  which has an adverse effect on its business  practices or
on its ability to acquire any property or conduct its business in any area.  (i)
Compliance with Law. CSCA is in compliance with all laws, regulations and orders
applicable to its business; further, CSCA has not received any notification that
it is in violation of any law, regulation or order and no such violation exists.
(j)  Disclosure.  No  representations  or warranties  by CSCA in this  Agreement
contain  any untrue  statement  of fact or omit to state any fact  necessary  in
order to make the statements  herein or therein,  in light of the  circumstances
under which they were made, not misleading; further, there are no facts known to
CSCA which (either  individually or in the aggregate)  could or would materially
and  adversely  affect  or  involve  any  substantial  possibility  of  having a
material,  adverse effect on the condition (financial or otherwise),  results of
operations,  assets,  liabilities  or  businesses  of CSCA  which  have not been
disclosed in this Agreement.

2.2.  Representations,  Warranties and Covenants of S&J and Mr. Langley to CSCA.
S&J and Mr. Langley each represents and warrants, jointly and severally, to CSCA
on the Closing Date as follows:  (a)  Authority:  All necessary  action has been
taken to make this Agreement a legal,  valid and binding  obligations of S&J and
Mr. Langley  enforceable  in accordance  with its terms and  conditions.  (b) No
Breach or  Violation:  The  execution  and  delivery of this  Agreement  and the
performance  by S&J and Mr.  Langley of their  respective  obligations  will not
result in any breach or  violation of or default  under any material  agreement,
indenture, lease, license, mortgage, instrument, or understanding, nor result in
any  violation of any law,  rule,  regulation,  statute,  order or decree of any
kind, to which any of S&J, Mr. Langley and/or any of their respective affiliates
is a party or by which they or any of them or any of their property is or may be
or become subject,  nor in the violation of any documents  governing the conduct
of either S&J or Mr. Langley. (c) Non-Assessable S&J Shares: The S&J Shares have
each been validly issued and are fully paid for and nonassessable.  (d) No Liens
on S&J Shares:  The S&J Shares are not and shall not be or become subject to any
lien,  encumbrance,  security interest or financing statement whatsoever through
any act of S&J and/or Mr. Langley;  further,  the S&J Shares are not the subject
of any  agreement.  (e) Capital  Percentage;  Outstanding  Commitments:  The S&J


<PAGE>


Shares represent 100% of the outstanding  proprietary  interest of S&J; further,
there are no outstanding  commitments (direct or indirect) which would cause the
issuance or transfer out of treasury of any additional  proprietary  interest of
S&J,  whether  by  common  stock,  preferred  stock,  option,  warrant,  debt or
otherwise. (f) Audited Financial Statements and Tax Reports: S&J and Mr. Langley
have  delivered or will  forthwith  deliver within the time periods set forth in
Form 8-KSB to CSCA audited financial  statements of S&J as of and for the yearly
periods ended  December 31, 1998,  which  statements  include an audit  opinion,
balance  sheets as of December 31, 1998,  and December 31, 1997,  operating  and
cash flow  statements as of December 31, 1998,  December 31, 1997,  and December
31, 1996, a statement of changes in shareholders'  equity from inception through
December 31, 1998,  and  footnotes.  The audit opinion is or will be unqualified
and states or will state that these financial  statements were audited to comply
with the United  Kingdo s Companies Act 1985 as well as an  unqualified  opinion
stating  that  the  aforesaid  statements  have  been or will  be  presented  in
accordance  with  Auditing  Standards  issued by the United  Kingdom's  Auditing
Practices  Board.  S&J has also delivered or will  forthwith  deliver within the
time periods set forth in Form 8-KSB to CSCA unaudited  financial  statements as
of and for the nine month period ended  September  30,  1999,  which  statements
include a balance sheet as of September 30, 1999,  and statements and operations
and cash flows for the nine month period ended  September  30, 1999.  All of the
foregoing  financial  statements were or will be true and correct as of the date
of preparation, remain or will remain true and correct and comply or will comply
with  Regulation  S-X under the  Securities  Exchange  Act of 1934.  S&J and Mr.
Langley  have  provided  to CSCA full  access to any and all  information  which
either of them desired  concerning the business and operations of S&J and/or Mr.
Langley.  S&J and Mr.  Langley have made available to CSCA such personnel as has
been  requested  to  answer  any and all  questions  which  CSCA  may  have  had
concerning its investment in S&J. S&J is current in all of its required  reports
with  all  governmental  and  local  taxing  agencies.  No  taxes  are  due  any
governmental  or local  agency.  S&J and Mr.  Langley have provided to CSCA full
access  to any and all  information  it  desired  concerning  the  business  and
operations  of  S&J.  S&J and Mr.  Langley  have  made  available  to CSCA  such
personnel as has been  requested to answer any and all questions  which CSCA may
have had concerning  its  investment in S&J. (g) No  Undisclosed  Liabilities or
Obligations.  S&J has no obligations  or  liabilities  of any nature  (absolute,
accrued,  contingent  or  otherwise,  and whether  due or to become due,  herein
"liabilities")  except  liabilities  fully  reflected or reserved in the balance
sheet  dated   September  30,  1999.   (h)   Litigation.   There  is  no  legal,
administrative,  arbitration or other proceeding,  claim or action of any nature
or investigation  pending or threatened against S&J and/or Mr. Langley, or which
questions or challenges the validity of this Agreement or any action to be taken
by S&J and/or Mr. Langley  pursuant to this Agreement or in connection  with the
transactions  contemplated  hereby,  and S&J and Mr. Langley do not know or have
any  reason  to know of any  valid  basis  for any such  legal,  administrative,
arbitration or other proceeding, claim or action of any nature or investigation.
S&J and Mr. Langley are not subject to any judgment,  order or decree entered in
any  lawsuit  or  proceeding  which  has an  adverse  effect  on their  business
practices or on their ability to acquire any property or conduct their  business
in any area.  (i)  Compliance  with  Law.  S&J is in  compliance  with all laws,
regulations  and orders  applicable  to its  business  and  neither  S&J nor Mr.
Langley have  received any  notification  that they are in violation of any law,
regulation  or  order  and  no  such  violation  exists.   (j)  Disclosure.   No
representations  or warranties made by S&J and/or Mr. Langley contain any untrue
statement  of fact or omit to  state  any  fact  necessary  in order to make the
statements  herein or therein,  in light of the  circumstances  under which they
were made, not misleading;  further,  there are no facts known to S&J and/or Mr.
Langley  which  (either  individually  or  in  the  aggregate)  could  or  would
materially and adversely affect or involve any substantial possibility of having
a material, adverse effect on the condition (financial or otherwise), results of
operations,  assets,  liabilities  or  businesses  of S&J  which  have  not been
disclosed in this Agreement.

2.3.  Understandings of Mr. Langley. Mr. Langley  acknowledges,  understands and
agrees that: (a) Certificate.  The certificate representing the CSCA Shares will
bear a legend restricting their transfer under Rule 144 of the Securities Act of
1933 and will be issued solely in his name. (b) No Securities Act  Registration.
The CSCA Shares have not been registered under the Securities Act of 1933 or any
applicable state law  (collectively,  the "Securities Act"). The CSCA Shares may
not be sold, offered for sale, transferred,  pledged,  hypothecated or otherwise
disposed  of  except  in  compliance  with  the  Securities  Act.  CSCA  has  no
obligation, and does not intend, to cause the CSCA Shares to be registered under
the  Securities  Act, or to comply with any exemption  under the  Securities Act
that would permit a sale or sales of all or any portion of the CSCA Shares.  The

<PAGE>


legal consequences of the foregoing mean that Mr. Langley must bear the economic
risk of his  investment in the CSCA Shares for an indefinite  period of time. If
he desires to sell or  transfer  all or any part of the CSCA  Shares  within the
restricted  period,  CSCA may require Mr.  Langley's  counsel to provide a legal
opinion that the transfer may be made without  registration under the Securities
Act.  (c) Lack of Agency  Findings.  No  federal  or state  agency  has made any
findings or  determination  as to the fairness of an  investment  in CSCA or any
recommendation or endorsement of this investment. (d) No Market for CSCA Shares.
There is presently  only an extremely  limited market for the CSCA Shares and no
market  may  exist in the  future  for any  sale or sales of all or any  portion
thereof.  (e)Commitments to Investments. Mr. Langley's commitment to investments
that are no readily marketable is not  disproportionate to his net worth and his
investment in the CSCA shares will not cause his commitment to become excessive.
(f)  Financial  Ability.  Mr.  Langley  has the  financial  ability  to bear the
economic  risks of this  investment,  has adequate  means of  providing  for his
current needs, and has no need for liquidity in this  investment.  (g) High Risk
of Investment. Mr. Langley has evaluated the high risks of investing in the CSCA
Shares and has such knowledge and  experience in financial and business  matters
in general and in particular  with respect to this type of investment that he is
capable of evaluating  the merits and risks of an investment in the CSCA Shares.
(h)  Opportunity  to  Investigate  Investment.  Mr.  Langley  has been given the
opportunity  to ask questions of and receive  answers from CSCA  concerning  the
terms and  conditions of this  investment and to obtain  additional  information
necessary  to verify  the  accuracy  of the  information  it desired in order to
evaluate his  investment.  In evaluating the suitability of an investment in the
CSCA Shares,  he has not relied upon any  representations  or other  information
(whether  oral or  written)  other  than  that  furnished  to him by CSCA or the
representatives of CSCA. (i) Opportunity to Consult  Professionals.  Mr. Langley
has had the  opportunity  to  discuss  with  his  professional,  legal,  tax and
financial  advisers the  suitability of an investment in the CSCA Shares for his
particular tax and financial  situation and all information that he has provided
to CSCA concerning  himself and his financial  position is correct and complete.
(j) Reliance. In making the decision to purchase the CSCA Shares Mr. Langley has
relied  solely  upon  independent  investigations  made by him or on his behalf.
(k)Investment  Purpose.  Mr. Langley is acquiring the CSCA Shares solely for his
own account, for investment purposes only, and is not purchasing with a view to,
or for, the resale, distribution, subdivision or fractionalization thereof.

                                   ARTICLE III
           REMEDY FOR BREACH OF REPRESENTATIONS, WARRANTIES, COVENANT

3.1. Breach of Representations, Warranties and/or Covenants by CSCA: CSCA agrees
and accepts that, in the event of it being or becoming in material breach of any
or all representations,  warranties or covenants given by it pursuant to ARTICLE
II Section 2.1 hereof,  whether by purposeful act,  negligence,  accident on its
part or for no reason or otherwise, it has and will have no means or assets with
which to remedy such breach;  therefore,  in such circumstances,  this Agreement
shall be rescinded  forthwith  upon such breach being evident and the S&J Shares
shall be  returned  to Mr.  Langley  without  cost or  penalty,  and S&J and Mr.
Langley  shall  forthwith  and forever be  relieved  of any and all  obligations
undertaken by them, either individually or joint and severally, in entering into
and executing this Agreement after returning to CSCA the CSCA Shares.

3.2. Breach of  Representations,  Warranties  and/or Covenants by S&J and/or Mr.
Langley:  S&J and Mr. Langley agree and accept that, in the event of their being
or becoming  in material  breach of any or all  representations,  warranties  or
covenants  given by either of them  pursuant  to ARTICLE II Section  2.2 hereof,
whether by purposeful act, negligence,  accident on either of their parts or for
no reason or  otherwise,  the former  management of CSCA may elect to notify S&J
and Mr. Langley of CSCA's  rescision of this Agreement and this Agreement  shall
be deemed  rescinded  forthwith  and the S&J  Shares  shall be  returned  to Mr.
Langley  without cost or penalty,  and S&J and Mr.  Langley shall  forthwith and
forever  be  relieved  of any and all  obligations  undertaken  by them,  either
individually  or joint  and  severally,  in  entering  into and  executing  this
Agreement after returning to CSCA the CSCA Shares.

                                   ARTICLE IV
                                  MISCELLANEOUS

4.1. Entire  Agreement.  This Agreement sets forth the entire agreement  between
the  parties  with  respect  to the  subject  matter  and  supersedes  all prior
agreements, understandings,  promises, warranties, covenants and representations
made by any party to the other concerning the subject matter and terms.

4.2. Modification.  This Agreement may not be released,  discharged,  amended or
modified  in any  manner  except  by an  instrument  in  writing  signed by duly
authorized representatives of all parties.

<PAGE>


4.3.  Severability.  The invalidity or unenforceabilty of any one or more of the
provisions of this Agreement shall not affect the validity or  enforceability of
any one or more of the other  provisions,  and this Agreement shall be construed
in all respects as if such invalid or unenforceable provisions are omitted.


4.4. Governing Law. This Agreement shall be deemed to have been entered into and
shall be  construed  and  enforced in  accordance  with the laws of the State of
Colorado.

4.5.  Waivers.  The failure of any party to insist on the  performance of any of
the terms,  conditions and/or covenants or to otherwise exercise any right shall
not be  construed  as a waiver  of the  future  performance  of any  such  term,
condition and/or  covenant.  Waiver on one occasion is not a waiver on any other
occasion.

4.6.  Headings.  The  headings in the  articles,  sections  and  paragraphs  are
included  for  convenience  only  and  are  not  to be  used  in  construing  or
interpreting this Agreement.

4.7. Notice.  All notices,  demands,  or requests shall be in writing and served
either  personally,  by certified  mail,  return receipt  requested,  by Federal
Express or other reputable overnight courier, or by facsimile, as follows:

If to CSCA:                     Cassco Capital Corporation
                                c/o R. Nicholas Palmer, Esq.
                                1999 Broadway, Ste. 3235
                                Denver, CO  80202
                                (303) 292-2882: FAX

If to S&J and/or Mr. Langley::  Mr. M. S. Langley
                                c/o S&J (Chatteris) Holdings Limited
                                Number One Fenton Way Business Park
                                Fenton Way
                                Chatteris, Cambridgeshire PE16 6US
                                United Kingdom
                                011-44-1354-692255: FAX

4.8. Successor and Assigns.  This Agreement shall be binding on and inure to the
benefit of the parties, their respective successors, successors-in-title,  heirs
and permitted assigns, if any, and each and every  successor-in-interest  to any
party,  whether such successor acquires such interest by way of gift,  purchase,
foreclosure,  or by any other legal method, who shall hold such interest subject
to all the terms and conditions of this Agreement.

4.9. Counterparts. This Agreement may be executed in any number of counterparts,
each of  which  shall  be an  original,  but  all  counterparts  shall  together
constitute one and the same instrument.

4.10.  Attorneys' Fees. In the event of any dispute,  the prevailing party shall
be entitled to receive a reimbursement of their  reasonable  attorneys' fees and
such other  costs and  expenses as are  reasonably  incurred  in  resolving  the
dispute.

4.11.  Expenses.  Each party shall pay the expenses incurred by them under or in
connection with this Agreement, including counsel fees and the expenses of their
respective representatives.

4.12.   Survival   of   Representations,    Warranties   and   Covenants.    The
representations,  warranties and covenants shall survive  execution and closing,
and shall be unaffected by any investigation made by any party at any time.

4.13.  Further  Assurances.  At any time and from time to time after the Closing
Date, all parties shall execute such additional  instruments and take such other
and further  action as may be  reasonably  requested by any other party to carry
out the intent and purpose of this Agreement.

<PAGE>


4.14. Brokers. No party has engaged or is otherwise liable for any amount due or
to become due to any broker or sales agent in regards of the transactions giving
rise to and/or  evidenced  by this  Agreement.  In the  event  that any claim is
asserted by any person claiming a commission and/or finder's fee with respect to
this  Agreement  arising from any act,  representation  or promise of a party or
their representative(s), such party shall indemnify, save, defend and hold every
other  party  harmless  from and  against  any and all such  claims,  as well as
against all related costs and expenses, including attorneys' fees and costs.

THE PARTIES HAVE CAUSED THIS  AGREEMENT TO BE EXECUTED AND DELIVERED ON THE DATE
FIRST ABOVE WRITTEN TO BECOME EFFECTIVE, IF AT ALL, AT CLOSING.

CASSCO CAPITAL CORPORATION, a Delaware corporation ("CSCA")

By: /s/ Richard Gregory
-----------------------
Richard Gregory, President

S&J (Chatteris) HOLDINGS LIMITED, a United Kingdom corporation ("S&J")

By: /s/ Mark Langley
--------------------
Mark Langley, Managing Director

SOLE SHAREHOLDER OF S&J:  MARK LANGLEY

/s/ Mark Langley
----------------
Mark Langley, Individually and
   as the majority shareholder of S&J

<PAGE>

                                   Schedule A
                                       to
                      Plan and Agreement of Reorganization
                                 By and Between
        Cassco Capital Corporation and S&J (Chatteris) Holdings, Limited

Disclosure and Exception to Representations, Warranties and Covenants of CSCA to
S&J and Mr. Langley contained in Section 2.1.

I. The following are the only  compensation  arrangements  outstanding and to be
paid as of December 1, 1999.

A. Contracts with Consultants  Barry J. Muncaster and Graham Hind dated July 15,
1999.

B. Legal Services contract with Mark S. Pierce dated March 1, 1999.

II. CSCA has  disclosed  that  4,000,000  shares of its common  stock  pre-split
(57,143)  post-split  have not been accounted for and are issued in the names of
Norman and  Brandon  Woods.  CSCA takes the  position  that said  shares are not
validly  issued or  outstanding  and has placed a stop  transfer  order with its
transfer agent,  but this position has not been confirmed in a final judgment by
a court of competent  jurisdiction  and the  certificates are unaccounted for by
CSCA.


<PAGE>


                                   Schedule B
                                       to
                      Plan and Agreement of Reorganization
                                 By and Between
        Cassco Capital Corporation and S&J (Chatteris) Holdings, Limited

Disclosure and Exception to Representations, Warranties and Covenants of CSCA to
S&J and Mr. Langley contained in Section 2.2.

I. Financial Statements. S&J was formed during 1998. No financial statements for
any period prior to this date exist as of December 1, 1999. Subsection 2.2(f) is
understood by the parties to refer to financial statements that will be prepared
and it is not understood to refer to currently existing financial statements.

II.  Taxes Due. The parties  acknowledge  and  understand  that taxes are due to
governmental  and local  agencies not  withstanding  the language of  Subsection
2.2(f)  including the following:  (I) payroll and net income  contributions  for
current periods;  (ii) value added and property taxes for current  periods;  and
(iii) up to 750,000  of  payroll  tax  arreages  to be  settled in  installments
commencing November 30, 1999.

III.  Undisclosed  liabilities  and  obligations.  The parties  acknowledge  and
understand  that there are  obligations  entered  into in the  normal  course of
business by S&J that have not individually been disclosed.

IV. Litigation. The parties acknowledge and understand that litigation and other
dispute  resolution  proceedings  affecting  S&J  and  its  subsidiaries  are in
progress, totaling in the aggregate less than 50,000 pounds sterling.

V. Collection  Proceedings for Payroll Tax Arrearages.  The parties  acknowledge
and  understand  that  proceedings  by  tax  collection  authorities  have  been
instituted  for the  collection  of the payroll  tax  arrearages  referenced  in
paragraph II above.