SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB


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

                   For the fiscal year ended DECEMBER 31, 1999


                        Commission File Number 000-27995

                          EINSURE NETWORKS CORPORATION
                          ----------------------------
             (Exact name of registrant as specified in its charter)

           DELAWARE                                     95-4714549
    ----------------------                          -------------------
    (State of organization)                         (I.R.S. Employer
                                                    Identification No.)

               14724 Ventura Blvd. Floor 2, Sherman Oaks, CA 91403
           -----------------------------------------------------------
                    (Address of principal executive offices)

       Registrant's telephone number, including area code (818) 971-5184


       Securities registered pursuant to Section 12(b) of the Act,
                                      None

       Securities registered pursuant to Section 12(g) of the Act:
                                 Title of Class
                    Common Stock, $0.001 par value per share



<PAGE>

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months,  and (2) has been subject to such filing  requirements
for the past 90 days. Yes [ ] No [ X ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not 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-K or any amendment to this
Form 10-K. [X]

Issuer's revenues for its most recent fiscal year.               $0.00

The  aggregate  market value of the Common Stock held by  non-affiliates  of the
registrant,  based on the average of the high and low prices of the Common Stock
on the OTC  Bulletin  Board on March 1, 2000,  was $0.00.  For  purposes of this
computation, all officers, directors, and 5% beneficial owners of the registrant
(as indicated in Item 12) are deemed to be affiliates. Such determination should
not be deemed an  admission  that such  directors,  officers,  or 5%  beneficial
owners are, in fact, affiliates of the registrant.

Number of shares of Common  Stock,  $0.001  Par Value,  outstanding  at March 1,
2000, was 1,000,000.

                     Documents incorporated by reference:     None



                                       2
<PAGE>


                   TABLE OF CONTENTS - 1999 FORM 10-KSB REPORT

                                                                       Page
                                                                      Numbers
                                                                    -----------
                                     PART I

Item   1.      Business                                                    4

Item   2.      Properties                                                  5

Item   3.      Legal Proceedings                                           5

Item   4.      Submission of Matters to a Vote of Security Holders         5

                                     PART II

Item   5.      Market for Registrant's Common Equity and Related
               Stockholder Matters                                         5

Item   6       Management's Discussion and Analysis of Financial
               Condition and Results of Operations                         6

Item   7.      Financial Statements                                        7

Item   8.      Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure                         7

                                    PART III

Item  9.       Directors, Executive Officers, Promoters and
               Control Persons; Compliance with Section 16(a)
               of the Exchange Act                                         7

Item  10.      Executive Compensation                                     10

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

Item  12.      Certain Relationships and Related Transactions             12

Item  13.      Exhibits and Reports on Form 8-K                           12

Signatures                                                                13


                                       3


<PAGE>
                                     PART I


Item   1.      Business


eInsure  Networks  Corporation  ("eInsure" or the "Company") was incorporated on
November  25,  1998  under  the laws of the  State of  Delaware.  The  Company's
principal business is to provide a portal for the Insurance  industry;  clients,
brokers and insurance agency staff, with technological  advances to expand their
business,  increase  productivity,  and lower  operational costs while providing
better  customer  service.  eInsure will  develop the latest open  architecture,
standards  based  information  technology  concepts for an industry  lacking the
ability  to  process  high  volumes  of  information  in a rapid  manner,  while
maintaining data integrity and compatibility  for reporting  without  additional
data entry or  manipulation.  The  competitive  advantage lies in the ability to
integrate the insurance tasks of underwriting,  pricing,  policy  issuance,  and
premium  accounting  into a centrally  maintained  application  interface  which
easily integrates into other systems.

Rating systems

eInsure will  emulate the  structure of current  rating  systems by  downloading
rates and rating methodology into distributed relational databases. Centralizing
the rating system information will streamline data management and allow users to
access  information  online rapidly and efficiently  with basic Internet access.
Rating  data  will  be  intelligently   organized  allowing  firms  to  increase
productivity by internally rating policies with fast user friendly  applications
accessible via the secured  online rating system.  The online rating system will
store and transmit the completed policy form to the policy proposal system,  and
if the policy is bound,  then  transmit  to the policy  issuance  system.  These
procedures  will be automated by scaleable,  distributed,  reliable,  and secure
network applications  sharing policy and rating information.  eInsure will begin
developing  a   competitive   advantage  by  offering   liability   and  workers
compensation rating systems in an integrated, enterprise environment.

Policy Issuance system

The competitive  advantage of eInsure lies in the ability to issue small premium
policies efficiently. Policy issuance will be an integrated application allowing
a  single  point  of  management  for  brokers  and  agents  to  conduct  policy
transactions  online via the Internet.  The completed policy information will be
transposed  into the  policy  issuance  system  and  either  printed at the host
location  and mailed or sent back in a data file to be issued by the  recipient.
Currently  a website  performing  policy  charges a 3%  transaction  fee of each
policy  issued.  Current gross policy volume of this website with one carrier is
approx.  $70 million.  The shortcoming of this system is that it will not upload
accounting data to the WINS accounting system. eInsure will look into developing
a robust application with the ability to transmit accounting  information to the
appropriate data centers and electronically collect the transaction fees.


                                       4
<PAGE>

Projects

It is  imperative  that eInsure  integrate  the entire range of policy  issuance
functions into applications  remotely  accessible via web browsers  connected to
the Internet. This implementation will allow companies to increase productivity,
offer better customer service, and provide real-time transactions while lowering
operating costs by forgoing the purchase of costly computer hardware,  software,
and IT  staffing  of a  traditional  client/server  implementation.  The concept
behind eInsure is to become the Insurance  industry portal for managing data and
transactions  utilizing  the  customizable   applications  accessible  from  any
Internet  connection,  in addition to providing middleware for data transactions
between legacy systems.  eInsure can manage and centralize the data of insurance
companies,  brokers, and clients by standardizing the layers of information flow
between buyers and sellers.



Item   2.      Properties

The Company's executive and administrative  offices are located at 14724 Ventura
Blvd,  Floor 2, Sherman Oaks, CA 91403.  The Company pays no rent for use of the
office and does not believe it will require any  additional  office space in the
foreseeable  future  in  order to carry  out its  plan of  operations  described
herein.  The owner of the premises,  a shareholder,  has agreed to continue this
arrangement until such time as the Company receives profits



Item   3.      Legal Proceedings

There are no pending legal proceedings to which the Company is a party.



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

Not Applicable.



                                     PART II

Item   5.      Market for Registrant's Common Equity and Related
               Stockholder Matters

The Company registered its common stock on a Form 10-SB  Registration  Statement
on a voluntary  basis,  which became effective on January 8, 2000. The Company's
Common Stock is not presently  traded on an established  public trading  market.
The Company  anticipates that it will submit its Common Stock for listing on the
OTC Electronic Bulletin Board.


                                       5
<PAGE>

        The approximate  number of record holders of the Company's  Common Stock
as of December  31,1999 was 2. The  aggregate  number of shares of Common  Stock
outstanding as of December 31,1999 was 1,000,000.

        The Company has not  declared or paid any cash  dividends  on its Common
Stock and does not intend to declare any  dividends in the  foreseeable  future.
The  payment of  dividends,  if any,  is within the  discretion  of the Board of
Directors  and will  depend  on the  Company's  earnings,  if any,  its  capital
requirements  and  financial  condition,  and such other factors as the Board of
Directors  may  consider.  In addition,  if the Company is able to negotiate new
credit  facilities,  such  facilities may include  restrictions on the Company's
ability to pay dividends.

RECENT SALES OF UNREGISTERED SECURITIES

In April  1999,  the  Company  issued  unregistered  securities  to the  initial
shareholders  of the Company  resulting  in the issuance and delivery of 100,000
shares and 900,000  shares of the  Company's  Common  Stock to PageOne  Business
Productions,  LLC, and Appletree Investment Company,  Ltd.,  respectively.  Such
securities were issued for aggregate  consideration  totaling $1,000 pursuant to
the exemptions from registration provided under the Delaware General Corporation
Law and the exemption provided by Section 4(2) of the Securities Act of 1933, as
amended, for issuances of securities not involving any public offering.

        The following  table sets forth the names of the  recipients and amounts
received in connection with said transactions:

                                        Number of Shares of
        Name of Stockholder             Common Stock Acquired
        ------------------              ---------------------
        PageOne Business                100,000
        Productions, LLC

        Appletree Investment            900,000
        Company, Ltd.



Item   6       Management's Discussion and Analysis of Financial
               Condition and Results of Operations

RESULTS OF OPERATIONS

        The  following   discussion   and  analysis  below  should  be  read  in
conjunction  with  the  financial  statements,   including  the  notes  thereto,
appearing  elsewhere  in  this  Registration  Statement.  For the  period  since
inception  (November 25, 1998) through  December 31, 1999,  during the Company's
development  stage, the Company has a positive cash balance of $350.00,  and has
generated a net loss of ($9,578.00).

PLAN OF OPERATION

     The Company has  registered a dot.com name and has  determined it can begin
conducting its business with limited financing that it has arranged.


                                       6
<PAGE>


FINANCIAL CONDITION AND LIQUIDITY

     The Company has limited  liquidity  and has an ongoing  need to finance its
activities. To date, the Company currently has funded these cash requirements by
offering and selling its Common Stock, and has issued 1,000,000 shares of Common
Stock for net  proceeds  of $1,000.  The Company  expects to fund its  immediate
needs  through  private  placements  of its  securities  and may seek a suitable
business combination.



Item   7.      Financial Statements

The financial  statements and  supplemental  data required by this Item 7 follow
the index of financial statements appearing at Item 13 of this Form 10-KSB.



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

Not applicable.



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

     The names of the directors and executive  officers of the Company,  as well
as their respective ages and positions with the Company, are as follows:

Name                      Age                   Position
----                      ---                   --------
George A. Todt             46         Chairman of the Board of
                                      Directors, Chief Executive
                                      Officer, President and
                                      Secretary

James F. Walters           45         Vice President, Treasurer
                                      and Chief Financial Officer


                                       7
<PAGE>

        George A. Todt has been the Chairman of the Company's Board of Directors
and Chief Executive Officer since its inception.  Prior to founding the Company,
Mr. Todt has been a managing member of PageOne Business Productions,  LLC, since
March 1996. Mr. Todt's  experience over the past 15 years includes  working with
10  start-up  companies,   raising  venture  capital,  and  arranging  strategic
partnerships  and initial public  offerings.  He has  researched,  developed and
implemented marketing and sales training programs in several industries.

        From 1990 to 1995,  Mr.  Todt was Chief  Executive  Officer of REPCO,  a
start-up  company  based in St.  Louis,  Missouri,  where  his  responsibilities
included  product  selection,  market  research and  implementation,  from large
contracts to small  industrial  products.  REPCO's  largest  project  included a
turn-key tire recycling plant built in Japan.  Mr. Todt traveled  extensively in
China, Japan, India, Russia and Europe,  establishing  manufacturing  contracts,
marketing  and  distribution  programs,  and bidding on and managing  government
contracts.  Mr. Todt also has consulted  internationally on technology exchanges
and rights.

        From 1989 to 1991,  Mr. Todt was an  investor/director  of FLEXWARE,  an
accounting and networking  software company located in Los Angeles,  which was a
leader in the field of networking language for MAC, DOS, UNIX and DEC computers.
Mr. Todt  assisted in obtaining  financing,  restructuring  and  establishing  a
marketing strategy for FLEXWARE.

        In June  1986,  Mr.  Todt  began  working  full-time  in sales with Todt
Industrial  Supply, and in December 1986, he acquired the company and Todt Sheet
Metal Company (collectively,  the "Todt Companies" in Cape Girardeau, Missouri).
From 1987 to 1990,  Mr.  Todt  served  as Chief  Executive  Officer  of the Todt
Companies,  reorganized  the  companies,  implemented  new  marketing  and sales
programs,  automated accounting and developed the business into eight divisions,
four of which he created.  Under Mr. Todt's leadership,  the Todt Companies grew
from 29 to 130 employees, and annual sales grew from $2 million to $8 million.

        From 1985 to 1986, Mr. Todt served as Vice  President of  Administration
at HOH  Water  Technology,  Los  Angeles,  California.  As  Vice  President,  he
reorganized the Company's structure,  developed an engineering  department,  was
responsible  for  redesigning  its  product,  developing  a  marketing  plan and
negotiating  strategic  alliances  with General  Electric,  Du Pont, and Mitsui.
Eventually, he succeeded in taking HOH public.

        From 1979 to 1983,  Mr. Todt was the founder  and  Managing  Director of
Todt & Associates, a marketing and investment partnership in Malibu, California,
raising financing for several start-up companies and projects, developing mining
and refining  equipment for the precious metal industry,  and setting up a sales
and  distribution  network.  In  addition,  Mr.  Todt  managed an  international
precious metal arbitrage  company and researched a book on precious metals which
spent 22 weeks  on  England's  "best  seller"  list.  Mr.  Todt  also  designed,
coordinated  and  managed  three  hundred  employees  in the  construction  of a
$4,000,000 multi-purpose building.



                                       8
<PAGE>

        James F. Walters has served as the Vice  President,  Treasurer and Chief
Financial Officer of the Company since its inception. Mr. Walters joined Kellogg
& Andelson as an accountant in 1976, was elected a partner in 1980, was promoted
to  Managing  Partner in 1984,  and  elected  Chairman of the Board of Kellogg &
Andelson Accountancy  Corporation in 1995. As Chairman, Mr. Walters is currently
responsible  for the overall  management of the 80-person  firm. Mr. Walters has
assisted the firm's clients in connection  with the preparation of their initial
public  offerings,   private  finance,  merger,  acquisition  and  restructuring
strategies. He continues to be an active consultant in the many phases of client
business operations, such as operational control systems, general management and
capital funding, servicing middle market companies in many different industries,
including   aerospace,   mail   order,   entertainment,   high   tech,   retail,
import/export, graphic design, business management, plastics and publishing.

        Mr. Walters  previously  served as a member of the Board of Directors of
Kistler  Aerospace,  a manufacturer of reusable rockets that deliver  satellites
into orbit, and was instrumental in the initial  financing of that company.  Mr.
Walters also serves as a member of the Board of Directors of California Fitnuts,
Inc., a start-up company which produces,  through a patented process,  nuts that
have 50% less fat.  In  addition,  Mr.  Walters has  founded,  owned and managed
companies  in the  commercial  photography,  corporate  events,  auto repair and
concrete molding industries.

     Mr. Walters received an M.B.A.  degree from Pepperdine  University (Malibu,
California)  in 1981,  and a B.S.  degree in Accounting  from  California  State
University, Northridge (CSUN) in 1976.

     Directors of the Company are elected  annually by the  stockholders  of the
Company  to  serve  for a term of one year or until  their  successors  are duly
elected and qualified.  Officers serve at the pleasure of the Board of Directors
subject to any rights under  employment  agreements.  All directors will receive
reimbursement of reasonable  out-of-pocket  expenses incurred in connection with
meetings of the Board. No other  compensation  is, or will be, paid to directors
for services rendered as directors.  From the Company's inception to the date of
this filing,  there have been no meetings of the  Company's  Board of Directors.
Other  actions  of the  Company's  Board of  Directors  were taken  pursuant  to
unanimous  written  consents.  There are no  family  relationships  between  any
directors or officers of the Company.


               COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's
officers  and  directors,  and  persons  who own  more  than  ten  percent  of a
registered class of the Company's equity securities, file reports of ownership
and changes in  ownership  with the  Securities  and  Exchange  Commission.  The
Company was not subject to the  reporting  requirements  of Section 16(a) during
fiscal 1999.


                                       9
<PAGE>


Item  10.      Executive Compensation

     No director or executive officer of eInsure presently receives compensation
for  services  rendered  to the  company.  Payment of  salaries  will occur once
proceeds are available for payment  through  financing and sufficient cash flow.
However,  such persons are entitled to be  reimbursed  for expenses  incurred by
them in pursuit of eInsure's business.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUE

     The Company does not have an officer or director  stock  option  plan.  The
Company intends to incorporate one after a public offering. The Company does not
have an employee stock option plan.  (ESOP).  The Company intends to incorporate
one after a public offering.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

        There were no option/SAR Grants in the last fiscal year.

COMPENSATION OF DIRECTORS

        The Company's directors serve without compensation.




                                       10
<PAGE>


Item  11.      Security Ownership of Certain Beneficial Owners
               and Management

The following table sets forth information regarding the beneficial ownership of
the Company's Common Stock as of the date hereof by (i) each person known by the
Company  to be the  beneficial  owner of more than five  percent  of its  Common
Stock;  (ii) each director;  (iii) each executive  officer listed in the Summary
Compensation  Table in Item 6 of this  Form  10;  and  (iv)  all  directors  and
executive officers as a group. Unless otherwise indicted,  each of the following
stockholders  has sole voting and  investment  power with  respect to the shares
beneficially  owned,  except  to the  extent  that such  authority  is shared by
spouses under applicable law.

Name and Address of                    Amount and Nature of         Percent of
Beneficial Owner (1)                 Beneficial Ownership (2)        Class (2)
--------------------                 ------------------------       ----------

Appletree Investment Company, Ltd          1,000,000(3)               100.0%

PageOne Business Productions, LLC            100,000(3)                10.0%

George Todt                                  100,000(4)                10.0%

James Walters                                100,000(4)                10.0%

All officers and directors as a group        100,000(4)                10.0%
(2 persons)

(1) Unless otherwise  indicated,  the address of each beneficial owner is in the
care of EINSURE NETWORKS CORPORATION, 14724 Ventura Blvd. Floor 2, Sherman Oaks,
CA 91403.  (2)  Percent of Class  assumes a base of  1,000,000  shares of common
stock outstanding as of December 31, 1999.

(3) Consists of 900,000 shares held of record by Appletree  Investment  Company,
Ltd., an Isle of Man  corporation,  and 100,000 shares held of record by PageOne
Business  Productions,  LLC,  a Delaware  limited  liability  company,  of which
Appletree is a managing member.

(4) Consists  solely of 100,000 shares of common stock held by PageOne  Business
Productions,  LLC, a Delaware limited liability  company,  of which Mr. Todt and
Mr. Walters are managing members.



                                       11
<PAGE>


Item  12.      Certain Relationships and Related Transactions

In April 1999,  eInsure issued 100,000 shares to PageOne  Business  Productions,
LLC, of which George Todt and James Walters are managing members.


Item  13.      Exhibits and Reports on Form 8-K

(a)(1)    The  following financial statements are contained on Pages F-1 through
          F-7:

          REPORT OF INDEPENDENT  AUDITORS  WEINBERG & COMPANY,  P.A.,  CERTIFIED
          PUBLIC ACCOUNTANTS, DATED APRIL 6, 2000.

          BALANCE SHEET AS OF DECEMBER 31, 1999

          STATEMENTS OF OPERATIONS  FOR THE YEAR ENDED DECEMBER 31, 1999 AND FOR
          THE PERIOD FROM NOVEMBER 25, 1998 (INCEPTION) TO DECEMBER 31, 1999

          STATEMENT OF CHANGES IN STOCKHOLDERS'  DEFICIENCY FOR THE  PERIOD FROM
          NOVEMBER  25, 1998  (INCEPTION)  TO DECEMBER 31, 1999

          STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED  DECEMBER 31, 1999 AND FOR
          THE PERIOD FROM NOVEMBER 25, 1998 (INCEPTION) TO DECEMBER 31, 1999

          NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999


(a)(3)   Exhibits

          The following exhibits are filed with this report.

3.1.1     Amended  and  Restated   Articles  of   Incorporation   of  Registrant
          (incorporated  herein  by  reference  to  the  Company's  Registration
          Statement on Form 10-SB 12(g), File No. 000-27995)

3.2.1     ByLaws  of  Registrant   (incorporated  herein  by  reference  to  the
          Company's  Registration  Statement  on  Form  10-SB  12(g),  File  No.
          000-27995)

27.1     Financial Data Schedule


(b)      Reports on Form 8-K

         None


                                       12
<PAGE>


                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors of:
 eInsure Networks Corporation
 (A Development Stage Company)

We have audited the accompanying  balance sheet of eInsure Networks  Corporation
(a development stage company) as of December 31, 1999 and the related statements
of operations,  changes in stockholders'  deficiency and cash flows for the year
then ended and for the period from November 25, 1998 (inception) to December 31,
1999.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit 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 audit provides 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 eInsure Networks  Corporation (a
development  stage  company) as of  December  31,  1999,  and the results of its
operations  and its cash flows for the year then  ended and for the period  from
November 25, 1998 (inception) to December 31, 1999, in conformity with generally
accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 4 to the
financial  statements,  the  Company  is a  development  stage  company  without
operations and has an operating loss of $9,578 and a working capital  deficiency
of $8,578.  These factors raise  substantial doubt about its ability to continue
as a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.



                                     WEINBERG & COMPANY, P.A.

Boca Raton, Florida
April 6, 2000

                                      F-1

<PAGE>

                          EINSURE NETWORKS CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                             AS OF DECEMBER 31, 1999




                                     ASSETS
Cash                                                                    $   350
                                                                        -------

TOTAL ASSETS                                                            $   350
                                                                        =======

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

LIABILITIES
  Loan payable - related party                                          $ 8,928
                                                                        -------

     TOTAL LIABILITIES                                                    8,928
                                                                        -------

STOCKHOLDERS' DEFICIENCY

  Preferred stock, $.01 par value, 100,000 shares
   authorized, none issued and outstanding                                  -
  Common stock, $.001 par value, 10,000,000 shares
   authorized, 1,000,000 issued and outstanding                           1,000
  Accumulated deficit during development stage                           (9,578)
                                                                        -------

     TOTAL STOCKHOLDERS' DEFICIENCY                                      (8,578)
                                                                        -------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                          $   350
                                                                        -------
                                                                        =======





                 See accompanying notes to financial statements.

                                      F-2

<PAGE>


                          EINSURE NETWORKS CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS





                                                             November 25, 1998
                                             For the Year     (Inception) to
                                             Ended December      December
                                                31, 1999         31, 1999
                                             -------------    ---------------


INCOME                                          $      -         $      -
                                                ---------        ---------

EXPENSES

   Accounting fees                                    500              500
   Bank service charge                                120              120
   Consulting fees                                    388              388
   Legal fees                                       7,000            7,000
   Licenses, fees and permits                         362              362
   Office expense                                   1,208            1,208
                                                ---------        ---------

NET LOSS                                        $  (9,578)       $  (9,578)
                                                =========        =========

NET LOSS PER SHARE
 BASIC AND DILUTED                              $ (0.0130)       $ (0.0144)
                                                =========        =========

WEIGHTED AVERAGE NUMBER OF  SHARES
OUTSTANDING DURING THE PERIOD
 BASIC AND DILUTED                                734,247          666,667
                                                =========        =========







                 See accompanying notes to financial statements.

                                      F-3

<PAGE>


                          EINSURE NETWORKS CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
     FOR THE PERIOD FROM NOVEMBER 25, 1998 (INCEPTION) TO DECEMBER 31, 1999



<TABLE>
<CAPTION>
                                                                           Deficit
                                                                         Accumulated
                                                    Common Stock           During
                                                ---------------------    Development
                                                 Shares      Amount         Stage        Total
                                                ---------   ---------     ---------     -------

<S>                                             <C>          <C>         <C>            <C>
Common stock issuance for cash                  1,000,00$    $1,000        $    -       $ 1,000

Net loss for the year ended December 31, 1999         -         -           (9,578)      (9,578)
                                                ---------    ------        -------      -------

BALANCE AT DECEMBER 31, 1999                    1,000,000    $1,000        $(9,578)     $(8,578)
                                                =========    ======        =======      =======
</TABLE>



                                      F-4


                 See accompanying notes to financial statements.


<PAGE>


                          EINSURE NETWORKS CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS




                                                                 November
                                               For the Year      25, 1998
                                                   Ended       (Inception)
                                                 December      To December
                                                 31, 1999        31, 1999
                                                ----------     -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                      $(9,578)         $(9,578)
   Adjustments to reconcile net loss to net
    cash used in operating activities:               -                -
                                                 -------          -------

     Net cash used in operating activities        (9,578)          (9,578)
                                                 -------          -------

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


CASH FLOWS FROM FINANCING ACTIVITIES:
   Loan payable - related party                    8,928            8,928
   Proceeds from issuance of common stock          1,000            1,000
                                                 -------          -------

     Net cash provided by financing activities     9,928            9,928
                                                 -------          -------

INCREASE IN CASH AND CASH EQUIVALENTS
                                                     350              350

CASH AND CASH EQUIVALENTS -
 BEGINNING OF PERIOD                                 -                -
                                                 -------          -------

CASH AND CASH EQUIVALENTS -
END OF PERIOD                                    $   350          $   350
                                                 =======          =======







                 See accompanying notes to financial statements.

                                      F-5

<PAGE>


                          EINSURE NETWORKS CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 1999

NOTE  1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         (A)  Organization and Business Operations

          eInsure  Networks  Corporation  (a  development  stage  company) ("the
          Company") was  incorporated in Delaware on November 25, 1998 to engage
          in an internet-based  business.  At December 31, 1999, the Company had
          not yet commenced any revenue-generated  operations,  and all activity
          to date relates to the Company's formation,  proposed fund raising and
          business plan development.

          The  Company's  ability to commence  revenue-generating  operations is
          contingent  upon its ability to implement  its business plan and raise
          the capital it will require through the issuance of equity securities,
          debt securities, bank borrowings or a combination thereof.

         (B)  Use of Estimates

         The  preparation  of  the  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.

         (C)  Cash and Cash Equivalents

         For purposes of the statement of cash flows, the Company  considers all
         highly liquid investments  purchased with an original maturity of three
         months or less to be cash equivalents.

         (D)  Income Taxes

         The Company  accounts for income taxes under the  Financial  Accounting
         Standards  Board Statement of Financial  Accounting  Standards No. 109,
         "Accounting for Income Taxes"  ("Statement  109"). Under Statement 109,
         deferred tax assets and  liabilities  are recognized for the future tax
         consequences   attributable   to  differences   between  the  financial
         statement carrying amounts of existing assets and liabilities and their
         respective tax basis.  Deferred tax assets and liabilities are measured
         using  enacted  tax rates  expected  to apply to taxable  income in the
         years in which those temporary differences are expected to be recovered
         or settled.  Under Statement 109, the effect on deferred tax assets and
         liabilities  of a change  in tax rates is  recognized  in income in the
         period  that  includes  the  enactment  date.  There were no current or
         deferred  income tax expense or benefits  due to the Company not having
         any material operations for the year ended December 31, 1999.

                                      F-6

<PAGE>

                          EINSURE NETWORKS CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 1999

NOTE  1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         (E)  Loss Per Share

         Net loss per common share for the year ended  December 31, 1999 and for
         the period from November 25, 1998  (inception)  to December 31, 1999 is
         computed based upon the weighted  average common shares  outstanding as
         defined by Financial Accounting Standards No. 128 "Earnings Per Share".
         There were no common  stock  equivalents  outstanding  at December  31,
         1999.

NOTE 2 - LOAN PAYABLE - RELATED PARTY

         The loan payable - related party is a non-interest-bearing loan payable
         to PageOne Business Productions, LLC arising from funds advanced to the
         Company. The amount is due and payable upon demand.

NOTE  3 - STOCKHOLDERS' DEFICIENCY

         (A)  Preferred Stock

         The Company is authorized to issue 100,000 shares of preferred stock at
         $.01 par value, with such  designations,  preferences,  limitations and
         relative  rights as may be determined from time to time by the Board of
         directors.  No  preferred  shares have been  issued as of December  31,
         1999.

         (B)  Common Stock

         The Company is authorized to issue 10,000,000 shares of common stock at
         $.001 par value. The Company issued 900,000 and 100,000 shares to Apple
         Tree Investment Company,  Ltd. and PageOne Business  Productions,  LLC,
         respectively.

NOTE 4 - GOING CONCERN

          As reflected in the accompanying financial statements, the Company had
          a net loss of $9,578, a working capital  deficiency of $8,578, and has
          not  generated  any  revenues  since  it has not yet  implemented  its
          business  plan.  The  ability of the  Company to  continue  as a going
          concern is  dependent  on the  Company's  ability to raise  additional
          capital and implement its business plan.  The financial  statements do
          not include any adjustments  that might be necessary if the Company is
          unable to continue as a going concern.

          The Company  intends to  implement  its  business  plan and is seeking
          funding through the private placement of its equity or debt securities
          or may seek a combination  with another company already engaged in its
          proposed  business.  Management  believes that actions presently taken
          provide  the  opportunity  for  the  Company  to  continue  as a going
          concern.


                                      F-7


<PAGE>




                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       EINSURE NETWORKS CORPORATION


                               /s/ George A. Todt
                           By: -----------------------
                                 George A. Todt
                                 Director, Chief Executive
                                 Officer


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.

     Signature                          Title               Date

/s/ George A. Todt           Director, Chief Executive     April 13, 2000
                             Officer, Secretary


/s/ James F. Walters         Chief Financial Officer       April 13, 2000





                                       13