<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20459

                                   FORM 10-KSB

      ( X ) Annual Report  Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934.

                      For the Year Ended December 31, 1999

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

           For the transition period from __________ to __________.

                             Commission File Number:

                                ARBER HOLDINGS
                                --------------
            (Exact name of Registrant as specified in its Charter)

      DELAWARE                                       Pending
      --------                                       -------
(State of or other jurisdiction of              (IRS Employer I.D.  No.)
incorporation or organization)

    18555 NE 14th Ave., Building "F" Ste. 611, North Miami Beach, FL 33179
    ----------------------------------------------------------------------
                   Address of Principle Executive Offices:
                              (305) 948-8077
                              --------------
             Registrant's telephone number, including area code:

         Securities registered pursuant to Section 12(b) of the Act:

                                      NONE

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

                         Common Stock, $.0001 Par Value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by 7  Section  13 or 15(d) of the  Securities  Exchange  act of 1934
during  the  preceding  12 months  (or for such other  shorter  period  that the
registrant was required to file such reports),  and (20 has been subject to such
filing requirements for the past 90 days. _X_ Yes ___No

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained herein and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by referencing Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.  _X__

Issuer's revenues for the most recent fiscal year: NONE

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant  at  December  31, 1999 was $0.  Shares of common  stock held by each
officer and director and by each person who owns more that 5% of the outstanding
common  stock  have  been  excluded  in that  such  persons  may be deemed to be
affiliates.  This  determination  of  affiliate  status  is  not  necessarily  a
conclusive determination for other purposes.

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
stock, as of April 13, 2000.

                        5,000,000 Common Shares

                  Documents Incorporated By Reference - NONE

         Transitional small business disclosure format. ___ Yes _X_No


                                       1
<PAGE>


                                 Arber Holdings

                                  FORM 10 - KSB

                                Table of Contents

     PART I.
              ITEM 1. Description of Business                2
              ITEM 2. Properties                            11
              ITEM 3. Legal Proceedings                     11
              ITEM 4. Submission of Matters to a Vote of
                      Security Holders                      11

     PART II

              ITEM 5. Market for the Common Equity and
                      Related Stockholder Matters           12
              ITEM 6. Plan of Operation                     12

              ITEM 7. Financial Statements                  17
              ITEM 8. Changes In and Disagreements With
                      Accountants on Accounting and
                      Financial Disclosures                 32

     PART III

              ITEM 9  Directors, Executive Officers,
                      Promoters and Control Persons;
                      Compliance with Section 16(a) of the
                      Exchange Act                          32
              ITEM 10 Executive Compensation                33
              ITEM 11 Security Ownership of Certain
                      Beneficial Owners and Management      33
              ITEM 12 Certain Relationships and Related
                      Transactions                          34

              ITEM 13 Exhibits, Financial Statement
                      Schedules and Reports on Form 8-K     35

                      Signatures                            36








                                       2
<PAGE>




                                     PART I.

ITEM 1 - DESCRIPTION OF BUSINESS

      Arber  Holdings  ("we,  us, our") was  incorporated  under the laws of the
state  of  Delaware  on  November  8,  1999.  We  are  considered  to be in  the
development stage as defined in Financial  Accounting  Standards Board Statement
No 7,  and  intend  to  effect  a  merger,  exchange  of  capital  stock,  asset
acquisition or other  business  combination  with a domestic or foreign  private
business.  Our  planned  principal  operations  have  not  commenced,  therefore
accounting policies and procedures have not yet been established.

      We will  attempt to locate and  negotiate  with a business  entity for the
combination of that target company with us. The  combination  will normally take
the form of a merger,  stock-for-stock exchange or stock-for-assets exchange. In
most   instances  the  target  company  will  wish  to  structure  the  business
combination  to be within  the  definition  of a tax-free  reorganization  under
Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended.

      We were  formed to  provide a method  for a foreign  or  domestic  private
company to become a  reporting  ("public")  company  with a class of  registered
securities.

Risk Factors

      Our business is subject to numerous risk factors, including the following:

      WE HAVE NO OPERATING  HISTORY NOR REVENUE AND MINIMAL ASSETS.  We have had
no operating  history nor any revenues or earnings from  operations.  We have no
significant  assets or financial  resources.  We have operated at a loss to date
and will, in all  likelihood,  continue to sustain  operating  expenses  without
corresponding   revenues,   at  least  until  the  consummation  of  a  business
combination.  Joren  LLC,  our sole  shareholder,  has  agreed  to pay,  without
repayment  by us,  all  expenses  incurred  by us until a  business  combination
occurs.

      WE HAVE ONLY ONE DIRECTOR AND ONE OFFICER.  Our president and sole officer
is Alfred Arberman who is also our sole director and the controlling shareholder
of our sole shareholder.  Because management  consists of only one person, we do
not benefit  from  multiple  judgements  that a greater  number of  directors or
officers would provide and we will rely  completely on the judgement of our sole
officer and director when selecting a target company. The decision to enter into
a business combination will likely be made without detailed feasibility studies,
independent  analysis,  market surveys or similar  information  which, if we had
more  funds  available  to us,  would be  desirable.  Mr.  Arberman  anticipates
devoting only a limited amount of time per month to the business.  Mr.  Arberman
has  not  entered  into a  written  employment  agreement  with us and he is not
expected to do so. We have not obtained key man life insurance on Mr.  Arberman.
The loss of the services of Mr. Arberman would adversely  affect the development
of our business and our likelihood of continuing operations.

      CONFLICTS OF INTEREST. Mr. Arberman, our president,  participates in other
business  ventures which may compete directly with us.  Additional  conflicts of
interest and non-arms length  transactions may also arise in the future. We have
adopted a policy  that we will not enter  into a business  combination  with any
entity in which any  member of  management  serves as an  officer,  director  or
partner,  or in which such person or such person's affiliates or associates hold
any ownership interest. The terms of business combination may include such terms


                                       3
<PAGE>

as Mr. Arberman  remaining a director or officer of the Company.  The terms of a
business  combination may provide for a payment by cash or otherwise to Arberman
for the purchase or retirement of all or part of his common stock of the Company
by a target company or for services rendered incident to or following a business
combination.  Mr.  Arberman  would  directly  benefit  from such  employment  or
payment.  Such benefits may influence Mr. Arberman's choice of a target company.
Our  Certificate  of  Incorporation  provides that we may indemnify our officers
and/or directors for liabilities,  which can include  liabilities  arising under
the  securities  laws.  Therefore,  our assets of could be used or  attached  to
satisfy any liabilities subject to such indemnification. See "ITEM 5. DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS--Conflicts of Interest."

      OUR PROPOSED OPERATIONS ARE SPECULATIVE.  The success of our proposed plan
of  operation  will  depend  to a  great  extent  on the  operations,  financial
condition and  management  of the  identified  target  company.  While  business
combinations with entities having established operating histories are preferred,
there can be no  assurance  that we will be  successful  in locating  candidates
meeting  such  criteria.  In the event we  complete a business  combination  the
success  of our  operations  will be  dependent  upon  management  of the target
company and numerous  other  factors  beyond our control.  There is no assurance
that we will identify a target company and consummate a business combination.

      PURCHASE OF PENNY STOCKS CAN BE RISKY.  In the event that a public  market
develops for our securities  following a business  combination,  such securities
may be  classified  as a penny stock  depending  upon their market price and the
manner in which they are traded.  The  Securities  and Exchange  Commission  has
adopted Rule 15g-9 which  establishes  the  definition  of a "penny  stock," for
purposes  relevant to us, as any equity security that has a market price of less
than  $5.00 per  share or with an  exercise  price of less than  $5.00 per share
whose  securities  are  admitted  to  quotation  but do not trade on the  Nasdaq
SmallCap  Market  or on a  national  securities  exchange.  For any  transaction
involving a penny stock, unless exempt, the rules require delivery of a document
to investors stating the risks, special suitability  inquiry,  regular reporting
and other  requirements.  Prices for penny  stocks are often not  available  and
investors  are often  unable to sell such stock.  Thus an investor  may lose his
investment in a penny stock and consequently  should be cautious of any purchase
of penny stocks.

      THERE IS A SCARCITY OF AND  COMPETITION  FOR  BUSINESS  OPPORTUNITIES  AND
COMBINATIONS. We are and will continue to be an insignificant participant in the
business of seeking mergers with and acquisitions of business entities.  A large
number of established  and  well-financed  entities,  including  venture capital
firms,  are active in mergers and  acquisitions of companies which may be merger
or  acquisition  target  candidates  for  us.  Nearly  all  such  entities  have
significantly  greater financial  resources,  technical expertise and managerial
capabilities  than  we  do  and,  consequently,  we  will  be  at a  competitive
disadvantage in identifying  possible  business  opportunities  and successfully
completing a business combination.  Moreover, we will also compete with numerous
other small public companies in seeking merger or acquisition candidates.

      THERE  IS  NO  AGREEMENT  FOR  A  BUSINESS   COMBINATION  AND  NO  MINIMUM
REQUIREMENTS FOR BUSINESS COMBINATION. We have no current arrangement, agreement
or  understanding  with  respect to  engaging in a business  combination  with a


                                       4
<PAGE>

specific  entity.  There  can be no  assurance  that we will  be  successful  in
identifying and evaluating  suitable  business  opportunities or in concluding a
business  combination.  No particular  industry or specific  business  within an
industry  has been  selected for a target  company.  We have not  established  a
specific length of operating  history or a specified level of earnings,  assets,
net  worth or other  criteria  which we will  require a target  company  to have
achieved,  or without  which we would not consider a business  combination  with
such business entity. Accordingly, we may enter into a business combination with
a business entity having no significant operating history, losses, limited or no
potential for immediate  earnings,  limited assets,  negative net worth or other
negative  characteristics.  There  is no  assurance  that  we  will  be  able to
negotiate a business combination on terms favorable to us.

      REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.  Pursuant to the
requirements of Section 13 of the Securities Exchange Act of 1934 (the "Exchange
Act"),  we  are  required  to  provide  certain  information  about  significant
acquisitions  including  audited  financial  statements of the acquired company.
These audited  financial  statements must be furnished  within 75 days following
the  effective  date of a  business  combination.  Obtaining  audited  financial
statements are the economic responsibility of the target company. The additional
time and costs  that may be  incurred  by some  potential  target  companies  to
prepare  such  financial  statements  may  significantly  delay  or  essentially
preclude  consummation of an otherwise desirable  acquisition by us. Acquisition
prospects  that  do not  have or are  unable  to  obtain  the  required  audited
statements  may not be  appropriate  for  acquisition  so long as the  reporting
requirements  of the  Exchange  Act are  applicable.  Notwithstanding  a  target
company's  agreement to obtain audited financial  statements within the required
time frame,  such audited  financials  may not be available to us at the time of
effecting  a  business  combination.  In  cases  where  audited  financials  are
unavailable,  we will have to rely upon unaudited  information that has not been
verified by outside  auditors in making its decision to engage in a  transaction
with the business  entity.  This risk  increases  the  prospect  that a business
combination with such a business entity might prove to be an unfavorable one for
us.

      LACK OF  MARKET  RESEARCH  OR  MARKETING  ORGANIZATION.  We  have  neither
conducted, nor have others made available to us, market research indicating that
demand exists for the transactions  contemplated by us. Even in the event demand
exists for a transaction of the type  contemplated  by us; there is no assurance
we will be successful in completing any such business combination.

      REGULATION  UNDER  INVESTMENT  COMPANY  ACT.  In the  event we  engage  in
business combinations which result in us holding passive investment interests in
a number of entities,  we could be subject to  regulation  under the  Investment
Company  Act of 1940.  In such  event,  we would be  required  to register as an
investment  company and could be expected to incur significant  registration and
compliance costs. We have obtained no formal  determination  from the Securities
and Exchange  Commission  as to our status under the  Investment  Company Act of
1940 and,  consequently,  any violation of such Act could subject us to material
adverse consequences.

      PROBABLE  CHANGE  IN  CONTROL  AND  MANAGEMENT.   A  business  combination
involving  the issuance of our common stock will, in all  likelihood,  result in
shareholders  of a  target  company  obtaining  a  controlling  interest  in the
Company. As a condition of the business combination  agreement,  Joren LLC., our


                                       5
<PAGE>

sole  shareholder,  may agree to sell or transfer all or a portion of his common
stock so to  provide  the  target  company  with all or  majority  control.  The
resulting  change in control of the Company will likely result in removal of our
present officer and director and a corresponding  reduction in or elimination of
his participation in our future affairs.

      POSSIBLE DILUTION OF VALUE OF SHARES UPON BUSINESS COMBINATION. A business
combination  normally  will  involve  the  issuance of a  significant  number of
additional  shares.  Depending  upon the value of the  assets  acquired  in such
business  combination,  the per share value of our common  stock may increase or
decrease, perhaps significantly.

      TAXATION.  Federal and state tax consequences will, in all likelihood,  be
major  considerations in any business  combination we may undertake.  Currently,
such  transactions  may be structured  so as to result in tax-free  treatment to
both companies,  pursuant to various federal and state tax provisions. We intend
to structure  any business  combination  so as to minimize the federal and state
tax  consequences  to both us and the target company;  however,  there can be no
assurance that such business combination will meet the statutory requirements of
a tax-free  reorganization or that the parties will obtain the intended tax-free
treatment upon a transfer of stock or assets.  A  non-qualifying  reorganization
could result in the imposition of both federal and state taxes which may have an
adverse effect on both parties to the transaction.

Search for a Target Company

      We intend to enter into a business  combination  with a target  company in
exchange for our securities.  We have not engaged in any  negotiations  with any
specific entity regarding the possibility of a business  combination with us. We
have  entered  into an  agreement  with Joren  LLC.,  our sole  shareholder,  to
supervise the search for target companies as potential candidates for a business
combination.  The agreement  will continue until such time as we have effected a
business  combination.  Joren  LLC.,  Inc.  has  agreed to pay all our  expenses
without repayment until such time as a business combination is effected.  Alfred
Arberman, who is our sole officer and director, is the sole officer and director
and controlling shareholder of Joren LLC.

      Joren LLC.  may only locate  potential  target  companies  for us and is
not  authorized to enter into any agreement  with a potential  target  company
binding  us. Our  agreement  with Joren LLC. is not  exclusive  and Joren LLC.
has entered  into  agreements  with other  companies  similar to us on similar
terms.  Joren LLC.  may provide  assistance  to target  companies  incident to
and following a business combination,  and receive payment for such assistance
from a target company.

      Joren LLC.  owns  5,000,000  shares of our common  stock for which it paid
$500, or $.0001, par value, per share.  Joren LLC. has entered,  and anticipates
that it will  enter,  into  agreements  with other  consultants  to assist it in
locating a target company and Joren LLC. may share its stock in the Company with
or grant  options  on such  stock  to such  referring  consultants  and may make
payment  to such  consultants  from its own  resources.  There is no  minimum or
maximum  amount  of  stock,  options,  or cash  that we may grant or pay to such

                                       6
<PAGE>

consultants.  Joren LLC. is solely responsible for the costs and expenses of its
activities in seeking a potential target company,  including any agreements with
consultants,  and we have no obligation to pay any costs  incurred or negotiated
by Joren LLC.

      Joren LLC. anticipates that it may seek to locate a target company through
solicitation.    Such   solicitation   may   include   newspaper   or   magazine
advertisements, mailings and other distributions to law firms, accounting firms,
investment  bankers,  financial advisors and similar persons,  the use of one or
more World Wide Web sites and similar methods. No estimate can be made as to the
number of persons who may be contacted or solicited.  To date Joren LLC. has not
utilized  solicitation,  does not anticipate  that it will do so, and expects to
rely on referrals from consultants in the business and financial communities for
referrals of potential target companies.

Management of the Company

      We have no full time  employees.  Alfred  Arberman  is our sole  officer
and our sole director.  Mr.  Arberman is also the  controlling  shareholder of
Joren  LLC.,  our  sole  shareholder.  Mr.  Arberman,  as our  president,  has
agreed  to  allocate  a  portion  of  his  time  to  our  activities   without
compensation.  Potential  conflicts may arise with respect to the limited time
commitment by Mr.  Arberman and the potential demands of our activities.

      The  amount  of  time  spent  by Mr.  Arberman  on our  activities  is not
predictable. Such time may vary widely from an extensive amount when reviewing a
target company and effecting a business combination to an essentially quiet time
when activities of management focus elsewhere,  or some amount in between. It is
impossible to predict, with any precision, the exact amount of time Mr. Arberman
will  actually  be required to spend to locate a suitable  target  company.  Mr.
Arberman  estimates  that our  business  plan  can be  implemented  by  devoting
approximately  10 to 25 hours per month over the  course of  several  months but
such figure cannot be stated with precision.

General Business Plan

      Our purpose is to seek,  investigate and, if such investigation  warrants,
acquire an interest in a business  entity  which  desires to seek the  perceived
advantages of a corporation which has a class of securities registered under the
Exchange  Act.  We will  not  restrict  our  search  to any  specific  business,
industry,  or geographical location and we may participate in a business venture
of virtually any kind or nature.  Management anticipates that it will be able to
participate  in only one  potential  business  venture  because we have  nominal
assets and limited financial  resources.  See PART F/S, "FINANCIAL  STATEMENTS."
This lack of  diversification  should be  considered a  substantial  risk to our
shareholders  because it will not permit us to offset  potential losses from one
venture against gains from another.

      We may seek a business  opportunity  with  entities  which  have  recently
commenced  operations,  or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets,  to
develop a new product or service, or for other corporate purposes.

      We  anticipate  that the selection of a business  opportunity  in which to
participate  will be complex and extremely risky.  Management  believes (but has


                                       7
<PAGE>

not conducted any research to confirm) that there are business  entities seeking
the perceived benefits of a reporting  corporation.  Such perceived benefits may
include facilitating or improving the terms on which additional equity financing
may be  sought,  providing  liquidity  for  incentive  stock  options or similar
benefits to key  employees,  increasing  the  opportunity  to use securities for
acquisitions,  providing liquidity for shareholders and other factors.  Business
opportunities  may be  available  in many  different  industries  and at various
stages  of  development,  all  of  which  will  make  the  task  of  comparative
investigation and analysis of such business opportunities difficult and complex.

      We have,  and will  continue to have, no capital with which to provide the
owners of business entities with any cash or other assets.  However,  management
believes  we  will be  able  to  offer  owners  of  acquisition  candidates  the
opportunity to acquire a controlling  ownership  interest in a reporting company
without  incurring  the cost and time  required  to conduct  an  initial  public
offering.  Management  has not  conducted  market  research  and is not aware of
statistical data to support the perceived benefits of a business combination for
the owners of a target company.

      The analysis of new business opportunities will be undertaken by, or under
the supervision of, our officer and director, who is not a professional business
analyst.  In  analyzing  prospective  business  opportunities,   management  may
consider  such matters as the  available  technical,  financial  and  managerial
resources;  working  capital  and  other  financial  requirements;   history  of
operations,  if any;  prospects  for the future;  nature of present and expected
competition;  the quality and  experience  of management  services  which may be
available and the depth of that management;  the potential for further research,
development, or exploration; specific risk factors not now foreseeable but which
then may be  anticipated  to impact our proposed  activities;  the potential for
growth or expansion;  the potential for profit; the perceived public recognition
or acceptance of products,  services, or trades; name identification;  and other
relevant  factors.  This discussion of the proposed  criteria is not meant to be
restrictive of our virtually  unlimited  discretion to search for and enter into
potential business opportunities.

      We  are  subject  to all of the  reporting  requirements  included  in the
Exchange  Act.  Included  in  these  requirements  is our  duty to file  audited
financial  statements  as part of or within 60 days  following  the due date for
filing  its Form 8-K  which is  required  to be filed  with the  Securities  and
Exchange  Commission  within 15 days  following  the  completion of the business
combination.  We intend to  acquire or merge  with a company  for which  audited
financial  statements are available or for which it believes  audited  financial
statements  can be obtained  within the required  period of time. We may reserve
the right in the documents for the business  combination to void the transaction
if the audited  financial  statements are not timely available or if the audited
financial  statements provided do not conform to the representations made by the
target company.

      We will  not  restrict  our  search  for  any  specific  kind of  business
entities,  but may acquire a venture which is in its  preliminary or development
stage,  which is  already  in  operation,  or in  essentially  any  stage of its
business  life.  It is  impossible  to  predict  at this time the  status of any
business in which we may become engaged,  in that such business may need to seek
additional  capital,  may desire to have its shares publicly traded, or may seek
other perceived advantages which we may offer.

                                       8
<PAGE>

      Following  a business  combination  we may  benefit  from the  services of
others in regard to  accounting,  legal  services,  underwriting  and  corporate
public relations. If requested by a target company, management may recommend one
or more underwriters, financial advisors, accountants, public relations firms or
other consultants to provide such services.

      A potential  target  company may have an agreement  with a  consultant  or
advisor  providing that services of the consultant or advisor be continued after
any business combination.  Additionally, a target company may be presented to us
only on the condition  that the services of a consultant or advisor be continued
after a merger or acquisition.  Such preexisting  agreements of target companies
for the  continuation  of the services of  attorneys,  accountants,  advisors or
consultants could be a factor in the selection of a target company.

Terms of a Business Combination

      In implementing a structure for a particular business acquisition,  we may
become a party to a merger,  consolidation,  reorganization,  joint venture,  or
licensing agreement with another corporation or entity. On the consummation of a
transaction,  it is likely that our present  management and shareholders will no
longer be in control.  In  addition,  it is likely that our officer and director
will,  as  part of the  terms  of the  acquisition  transaction,  resign  and be
replaced by one or more new officers and directors.

      It is anticipated  that any securities  issued in any such  reorganization
would be issued in reliance upon exemption from  registration  under  applicable
federal  and  state  securities  laws.  In  some  circumstances,  however,  as a
negotiated element of its transaction, we may agree to register all or a part of
such securities immediately after the transaction is consummated or at specified
times  thereafter.  If such  registration  occurs,  it will be undertaken by the
surviving  entity  after  we have  entered  into  an  agreement  for a  business
combination  or has  consummated  a  business  combination  and we are no longer
considered a blank check  company.  The issuance of  additional  securities  and
their potential sale into any trading market which may develop in our securities
may depress the market  value of our  securities  in the future if such a market
develops, of which there is no assurance.

      While  the  terms  of a  business  transaction  to which we may be a party
cannot be predicted, it is expected that the parties to the business transaction
will desire to avoid the creation of a taxable  event and thereby  structure the
acquisition  in a  tax-free  reorganization  under  Sections  351  or 368 of the
Internal Revenue Code of 1986, as amended.

      With respect to negotiations with a target company,  management expects to
focus on the percentage of the Company which target company  shareholders  would
acquire in exchange for their  shareholdings  in the target  company.  Depending
upon,  among other things,  the target  company's  assets and  liabilities,  our
shareholders  will in all  likelihood  hold a  substantially  lesser  percentage
ownership  interest  in the Company  following  any merger or  acquisition.  The
percentage  of ownership  may be subject to  significant  reduction in the event
that we  acquire  a target  company  with  substantial  assets.  Any  merger  or
acquisition effected by us can be expected to have a significant dilutive effect
on the percentage of shares held by our shareholders at such time.

                                       9
<PAGE>

      We will  participate in a business  opportunity only after the negotiation
and execution of appropriate  agreements.  Although the terms of such agreements
cannot  be  predicted,   generally   such   agreements   will  require   certain
representations  and  warranties of the parties  thereto,  will specify  certain
events of default,  will detail the terms of closing  and the  conditions  which
must be  satisfied  by the  parties  prior to and after  such  closing  and will
include miscellaneous other terms.

      Joren LLC.  will pay all  expenses  in regard to its search for a suitable
target  company.  We do not  anticipate  expending  funds for  locating a target
company.  Alfred Arberman,  our officer and director,  will provide his services
without charge or repayment by us. To date, Joren LLC. has incurred  expenses on
our  behalf  aggregating   approximately  $299,   including   incorporation  and
accounting  expenses.  We will not borrow any funds to make any  payments to our
management, its affiliates or associates.

      Our Board of  Directors  has passed a resolution  which  contains a policy
that we will not  seek a  business  combination  with any  entity  in which  our
officer,  director,  shareholders  or any  affiliate or  associate  serves as an
officer or director or holds any ownership interest.

Undertakings and Understandings Required Of Target Companies

      As part of a business combination  agreement,  we intend to obtain certain
representations and warranties from a target company as to its conduct following
the business  combination.  Such  representations and warranties may include (i)
the agreement of the target  company to make all  necessary  filings and to take
all other steps  necessary to remain a reporting  company under the Exchange Act
(ii) imposing  certain  restrictions on the timing and amount of the issuance of
additional  free-trading stock, including stock registered on Form S-8 or issued
pursuant to Regulation S and (iii) giving assurances of ongoing  compliance with
the Securities  Act, the Exchange Act, the General Rules and  Regulations of the
Securities  and  Exchange  Commission,  and  other  applicable  laws,  rules and
regulations.

      A  prospective  target  company  should be aware that the market price and
volume of its securities,  when and if listed for secondary trading,  may depend
in great  measure upon the  willingness  and efforts of successor  management to
encourage interest in us within the United States financial community. We do not
have the market  support of an underwriter  that would normally  follow a public
offering of its securities.  Initial market makers are likely to simply post bid
and asked prices and are unlikely to take  positions in our securities for their
own account or customers without active  encouragement and a basis for doing so.
In addition,  certain market makers may take short  positions in our securities,
which  may  result in a  significant  pressure  on their  market  price.  We may
consider the ability and  commitment of a target  company to actively  encourage
interest in its securities  following a business combination in deciding whether
to enter into a transaction with such company.

      A business  combination with us separates the process of becoming a public
company  from the  raising  of  investment  capital.  As a  result,  a  business
combination  with us normally will not be a beneficial  transaction for a target
company  whose  primary  reason for becoming a public  company is the  immediate
infusion of capital.  We may require  assurances from the target company that it
has or that it has a reasonable  belief that it will have sufficient  sources of
capital to continue operations following the business  combination.  However, it

                                       10
<PAGE>

is possible that a target company may give such assurances in error, or that the
basis for such belief may change as a result of circumstances beyond the control
of the target company.

      Prior to completion of a business  combination,  we will generally require
that  it be  provided  with  written  materials  regarding  the  target  company
containing  such  items as a  description  of  products,  services  and  company
history; management resumes; financial information;  available projections, with
related  assumptions  upon which they are based;  an  explanation of proprietary
products and  services;  evidence of existing  patents,  trademarks,  or service
marks,  or  rights  thereto;  present  and  proposed  forms of  compensation  to
management;   a  description  of  transactions  between  such  company  and  its
affiliates  during  relevant  periods;  a  description  of present and  required
facilities; an analysis of risks and competitive conditions; a financial plan of
operation and estimated capital requirements;  audited financial statements,  or
if  they  are not  available,  unaudited  financial  statements,  together  with
reasonable  assurances  that audited  financial  statements  would be able to be
produced  within a  reasonable  period of time not to  exceed 75 days  following
completion of a business combination; and other information deemed relevant.

Competition

      We will remain an insignificant  participant  among the firms which engage
in the acquisition of business opportunities. There are many established venture
capital and financial  concerns which have  significantly  greater financial and
personnel  resources  and technical  expertise  than us. In view of our combined
extremely limited financial  resources and limited management  availability,  we
will continue to be at a significant  competitive  disadvantage  compared to our
competitors.

ITEM 2 - PROPERTIES

      We have no  properties  and at this time has no  agreements to acquire any
properties.  We  currently  use  the  offices  of  management  at no cost to us.
Management  has  agreed  to  continue  this  arrangement  until we  complete  an
acquisition or merger.

ITEM 3 - LEGAL PROCEEDINGS

      NONE

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

      NONE

                                    PART II.

IETM 5 - MARKET FOR THE COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      NONE

                                       11
<PAGE>

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

      Our purpose is to seek,  investigate and, if such investigation  warrants,
acquire an interest in a business  entity  which  desires to seek the  perceived
advantages of a corporation which has a class of securities registered under the
Exchange  Act.  We will  not  restrict  our  search  to any  specific  business,
industry,  or geographical location and we may participate in a business venture
of virtually any kind or nature.  Management anticipates that it will be able to
participate  in only one  potential  business  venture  because we have  nominal
assets and limited financial  resources.  See PART F/S, "FINANCIAL  STATEMENTS."
This lack of  diversification  should be  considered a  substantial  risk to our
shareholders  because it will not permit us to offset  potential losses from one
venture against gains from another.

      We may seek a business  opportunity  with  entities  which  have  recently
commenced  operations,  or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets,  to
develop a new product or service, or for other corporate purposes.

      We  anticipate  that the selection of a business  opportunity  in which to
participate  will be complex and extremely risky.  Management  believes (but has
not conducted any research to confirm) that there are business  entities seeking
the perceived benefits of a reporting  corporation.  Such perceived benefits may
include facilitating or improving the terms on which additional equity financing
may be  sought,  providing  liquidity  for  incentive  stock  options or similar
benefits to key  employees,  increasing  the  opportunity  to use securities for
acquisitions,  providing liquidity for shareholders and other factors.  Business
opportunities  may be  available  in many  different  industries  and at various
stages  of  development,  all  of  which  will  make  the  task  of  comparative
investigation and analysis of such business opportunities difficult and complex.

      We have,  and will  continue to have, no capital with which to provide the
owners of business entities with any cash or other assets.  However,  management
believes  we  will be  able  to  offer  owners  of  acquisition  candidates  the
opportunity to acquire a controlling  ownership  interest in a reporting company
without  incurring  the cost and time  required  to conduct  an  initial  public
offering.  Management  has not  conducted  market  research  and is not aware of
statistical data to support the perceived benefits of a business combination for
the owners of a target company.

      The analysis of new business opportunities will be undertaken by, or under
the supervision of, our officer and director, who is not a professional business
analyst.  In  analyzing  prospective  business  opportunities,   management  may
consider  such matters as the  available  technical,  financial  and  managerial
resources;  working  capital  and  other  financial  requirements;   history  of
operations,  if any;  prospects  for the future;  nature of present and expected
competition;  the quality and  experience  of management  services  which may be
available and the depth of that management;  the potential for further research,
development, or exploration; specific risk factors not now foreseeable but which
then may be  anticipated  to impact our proposed  activities;  the potential for
growth or expansion;  the potential for profit; the perceived public recognition
or acceptance of products,  services, or trades; name identification;  and other
relevant  factors.  This discussion of the proposed  criteria is not meant to be
restrictive of our virtually  unlimited  discretion to search for and enter into
potential business opportunities.

                                       12
<PAGE>

      We  are  subject  to all of the  reporting  requirements  included  in the
Exchange  Act.  Included  in  these  requirements  is our  duty to file  audited
financial  statements  as part of or within 60 days  following  the due date for
filing  its Form 8-K  which is  required  to be filed  with the  Securities  and
Exchange  Commission  within 15 days  following  the  completion of the business
combination.  We intend to  acquire or merge  with a company  for which  audited
financial  statements are available or for which it believes  audited  financial
statements  can be obtained  within the required  period of time. We may reserve
the right in the documents for the business  combination to void the transaction
if the audited  financial  statements are not timely available or if the audited
financial  statements provided do not conform to the representations made by the
target company.

      We will  not  restrict  our  search  for  any  specific  kind of  business
entities,  but may acquire a venture which is in its  preliminary or development
stage,  which is  already  in  operation,  or in  essentially  any  stage of its
business  life.  It is  impossible  to  predict  at this time the  status of any
business in which we may become engaged,  in that such business may need to seek
additional  capital,  may desire to have its shares publicly traded, or may seek
other perceived advantages which we may offer.

      Following  a business  combination  we may  benefit  from the  services of
others in regard to  accounting,  legal  services,  underwriting  and  corporate
public relations. If requested by a target company, management may recommend one
or more underwriters, financial advisors, accountants, public relations firms or
other consultants to provide such services.

      A potential  target  company may have an agreement  with a  consultant  or
advisor  providing that services of the consultant or advisor be continued after
any business combination.  Additionally, a target company may be presented to us
only on the condition  that the services of a consultant or advisor be continued
after a merger or acquisition.  Such preexisting  agreements of target companies
for the  continuation  of the services of  attorneys,  accountants,  advisors or
consultants could be a factor in the selection of a target company.

CAUTIONARY STATEMENT

      This  Form  10-KSB,   press  releases  and  certain  information  provided
periodically  in writing or orally by the  Corporation's  officers or its agents
contain  statements  which  constitute  forward-looking  statements  within  the
meaning of Section 27A of the Securities  Act, as amended and Section 21E of the
Securities Exchange Act of 1934. The words expect,  anticipate,  believe,  goal,
plan,  intend,  estimate and similar  expressions and variations thereof if used
are  intended  to  specifically  identify  forward-looking   statements.   Those
statements appear in a number of places in this Form 10-KSB and in other places,
particularly,  Management's  Discussion and Analysis of Financial  Condition and
Results of Operations,  and include statements  regarding the intent,  belief or
current  expectations  of the  Corporation,  its  directors or its officers with
respect to, among other  things:  (i) the  Corporation's  liquidity  and capital
resources;  (ii) its  financing  opportunities  and plans  and (iii) its  future
performance  and  operating  results.  Investors and  prospective  investors are
cautioned that any such forward-looking  statements are not guarantees of future
performance  and involve risks and  uncertainties,  and that actual  results may
differ  materially from those projected in the  forward-looking  statements as a

                                       13
<PAGE>

result of  various  factors.  The  factors  that might  cause  such  differences
include,  among  others:  (i)  any  material  inability  of the  Corporation  to
successfully  identify,  consummate  and  integrate the  acquisition  of finance
receivables at reasonable and anticipated  costs, (ii) any material inability of
the Corporation to successfully  develop its products;  (iii) any adverse effect
or limitations  caused by governmental  regulations;  (iv) any adverse effect on
the Corporation's  continued positive cash flow and ability to obtain acceptable
financing in connection with its growth plans; (v) any increased  competition in
business;  (vi) any inability of the  Corporation  to  successfully  conduct its
business in new markets; and (vii) other risks including those identified in the
Corporation's filings with the SEC. The Corporation  undertakes no obligation to
publicly  update or revise  the  forward  looking  statements  made in this Form
10-KSB, to reflect events or circumstances after the date of this Form 10-KSB or
to reflect the occurrence of unanticipated events.

                                       14
<PAGE>

ITEM 7 - FINANCIAL STATEMENTS

                                 ARBER HOLDINGS

                        (A Development Stage Enterprise)

                                TABLE OF CONTENTS

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



Independent Auditors' Report                                                F-2

Financial Statements as of and for the period November 8,
1999 (date of incorporation) to December 31, 1999

  Balance Sheet                                                             F-3

  Statement of Operations                                                   F-4

  Statement of Stockholder's Deficit                                        F-5

  Statement of Cash Flows                                                   F-6

  Notes to Financial Statements                                             F-7













                                       F-1




                                       15
<PAGE>




                 [Letterhead of Kingery, Crouse & Hohl P.A.]





INDEPENDENT AUDITORS' REPORT

To the Board of Directors of Arber Holdings:

We  have  audited  the  accompanying   balance  sheet  of  Arber  Holdings  (the
"Company"),  a  development  stage  enterprise,  as of December 31, 1999 and the
related statements of operations,  stockholder's  deficit and cash flows for the
period  November 8, 1999 (date of  incorporation)  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 the  disclosures  in the  financial  statements.  An audit also
includes assessing the accounting  principles used and the significant estimates
made by management, as well as the overall financial statement presentation.  We
believe 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 the Company as of December 31,
1999 and the  results  of its  operations  and its  cash  flows  for the  period
November 8, 1999 (date of incorporation) to December 31, 1999 in conformity with
generally accepted accounting principles.

            Kingery, Crouse & Hohl P.A.

March 29, 2000
Tampa, FL
                                  F-2




                                       16
<PAGE>
                             Arber Holdings
                     (A Development Stage Enterprise)

                   BALANCE SHEET AS OF DECEMBER 31, 1999

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

ASSETS - Cash                                                       $        500
------
                                                                    ------------

TOTAL                                                               $        500
                                                                    ============


LIABILITIES AND STOCKHOLDER'S DEFICIT

LIABILITIES - Accrued liabilities                                   $      1,500
                                                                    ------------

STOCKHOLDER'S DEFICIT:

Preferred stock - $.0001 par value: 5,000,000 shares
 authorized; zero shares issued and outstanding                                0
Common stock - $.0001 par value; 20,000,000 shares
 authorized; 5,000,000 shares issued and outstanding                         500
Additional paid-in capital                                                 2,057
Deficit accumulated during the development stage                         (3,557)
                                                                    ------------

   Total stockholder's deficit                                           (1,000)
                                                                    ------------

TOTAL                                                               $        500
                                                                    ============



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

See notes to financial statements

                                  F-3

                                       17
<PAGE>
                              Arber Holdings
                      (A Development Stage Enterprise)

            STATEMENT OF OPERATIONS FOR THE PERIOD NOVEMBER 8, 1999
                 (DATE OF INCORPORATION) TO DECEMBER 31, 1999

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

EXPENSES:
 Organization costs                                                    $  299
 Professional fees                                                      3,258
                                                                     -----------

NET LOSS                                                             $ (3,557)
                                                                     ===========

BASIC AND DILUTED NET LOSS PER SHARE                                   $  0.00
                                                                     ===========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                           5,000,000
                                                                     ===========












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

See notes to financial statements

                                         F-4

                                       18
<PAGE>

                                        Arber Holdings
                               (A Development Stage Enterprise)

              STATEMENT OF STOCKHOLDER'S DEFICIT FOR THE PERIOD NOVEMBER 8, 1999
                         (DATE OF INCORPORATION) TO DECEMBER 31, 1999


--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                         Deficit
                                                                     Accumulated
                                                                      During the

                              Common Stock      Additional   Development
                          Shares     Par         Paid-in        Stage        Total
                                      Value      Capital
                         ----------  --------- ------------  ------------  ----------
<S>                     <C>          <C>           <C>        <C>          <C>

Balances, November 8,
1999(date of
incorporation)                    0    $     0      $   0       $   0       $    0                                             $

Issuance of common        5,000,000        500                                 500
stock

Contributed capital                                 2,057                    2,057

Net loss for the
period, November 8,
1999 (date of
incorporation)
to December 31, 1999                                           (3,557)      (3,557)

                          --------- ----------  ------------ -----------  -----------
Balances, December 31,    5,000,000  $    500      $2,057    $ (3,557)     $(1,000)
1999                      ========= ==========  ============ ===========  ===========
</TABLE>








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

See notes to financial statements

                                              F-5


                                       19
<PAGE>






                                    Arber Holdings
                                 (A Development Stage Enterprise)

 STATEMENT OF CASH FLOWS FOR THE PERIOD NOVEMBER 8, 1999 (DATE OF INCORPORATION)
                              TO DECEMBER 31, 1999

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


CASH FLOWS FROM OPERATING ACTIVITES:
   Net loss                                                     $ (3,557)
   Adjustments to reconcile net loss to net cash
   used by operating activities - increase in accrued
   liabilities                                                     1,500
                                                               -----------

NET CASH USED BY OPERATING ACTIVITIES                             (2,057)
                                                               -----------

 CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock                              500
  Capital contributions                                             2,057
                                                               -----------

CASH PROVIDED BY FINANCING ACTIVITIES                               2,557
                                                               -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                             500

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                          0
                                                               -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                           $  500
                                                               ===========

TAXES PAID                                                          $   0
                                                               ===========

INTEREST PAID                                                       $   0
                                                               ===========



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

See notes to financial statements

                                  F-6

                                       20
<PAGE>


                                 Arber Holdings

                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS

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

NOTE A - FORMATION AND OPERATIONS OF THE COMPANY

Arber Holdings ("we, us, our") was  incorporated  under the laws of the state of
Delaware on November 8, 1999. We are considered to be in the  development  stage
as defined in Financial Accounting Standards Board Statement No 7, and intend to
effect a merger,  exchange of capital stock, asset acquisition or other business
combination with a domestic or foreign private  business.  Our planned principal
operations have not commenced, therefore accounting policies and procedures have
not yet been established.

NOTE B - USE OF ESTIMATES

The preparation of financial  statements in accordance  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and  liabilities  and the  disclosure  of
contingent assets and liabilities at the date of the financial  statements.  The
reported  amounts of revenues and expenses  during the  reporting  period may be
affected by the estimates  management is required to make.  Actual results could
differ from those estimates.

NOTE C - RELATED PARTY TRANSACTIONS

No value has been  ascribed  to  services  provided  by our  stockholder  in the
accompanying  statement  of  operations.  The  value of these  services  was not
significant  during  the period  November  8, 1999  (date of  incorporation)  to
December 31, 1999. In addition,  the  stockholder  has agreed to pay  corporate,
organizational and other costs incurred by us and provide the following services
at no cost to us until a business combination is effected:

1.    Preparation and filings of required documents with the Securities and
      Exchange Commission.

2.    Location and review of potential target companies.




                                       F-7

                                       21
<PAGE>

NOTE D - INCOME TAXES

During the period November 8, 1999 (date of incorporation) to December 31, 1999,
we recognized losses for both financial and tax reporting purposes. Accordingly,
no  deferred  taxes have been  provided  for in the  accompanying  statement  of
operations.

At December 31, 1999, we had a net operating loss  carryforward of approximately
$3,557 for income tax purposes.  This carryforward is available to offset future
taxable income  through the period ended December 31, 2019. The deferred  income
tax asset arising from this net operating loss  carryforward  is not recorded in
the accompanying  balance sheet because we established a valuation  allowance to
fully  reserve such asset as its  realization  did not meet the  required  asset
recognition standard established by SFAS 109.

NOTE E - LOSS PER SHARE

We compute  net loss per share in  accordance  with SFAS No. 128  "Earnings  per
Share"  ("SFAS No.  128") and SEC Staff  Accounting  Bulletin No. 98 ("SAB 98").
Under the  provisions  of SFAS No.  128 and SAB 98,  basic net loss per share is
computed by  dividing  the net loss  available  to common  stockholders  for the
period by the weighted  average number of common shares  outstanding  during the
period.  Diluted net loss per share is computed by dividing the net loss for the
period by the number of common and common equivalent shares  outstanding  during
the period.  There were no common equivalent  shares  outstanding as of December
31, 1999.

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


                                       F-8

                                       22
<PAGE>

ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES

      NONE

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

        The Company has one Director and Officer as follows:

       Name                     Age        Positions and Offices Held


       Alfred Arberman          54         President, Secretary, Director

       There are no agreements or understandings  for the officer or director to
resign at the request of another person and the above-named officer and director
is not acting on behalf of nor will act at the direction of any other person.

      Set forth below is the name of our director and officer, all positions and
offices held,  the period  during which he has served as such,  and the business
experience during at least the last five years:

      Alfred Arberman has served as President,  Chief Executive  Officer and a
member  of our board of  directors  since  November  8,  1999.  From July 1999
until  October 1999,  Mr.  Arberman  served as production  manager of Richlace
Inc.,  a textile  manufacturing  firm.  From August 1998 until July 1999,  Mr.
Arberman was an independent textile manufacturing  consultant.  From July 1974
until   August  1998,   Mr.   Arberman   served  as  the  Vice   President  of
Manufacturing of Westchester Lace, Inc., a textile manufacturing firm.

PREVIOUS BLANK CHECK COMPANIES

      Management has not been involved in any previous blank check offerings.

CURRENT BLANK CHECK COMPANIES

      Alfred  Arberman,  our President,  is currently  involved with other blank
check companies,  and is involved in creating  additional  companies  similar to
this one. The initial  business  purpose of each of these companies was or is to
engage in a business  combination with an unidentified  company or companies and
each were or will be classified  as a blank check company until  completion of a
business combination.

      Target  companies will be located for us and other  identical  blank check
companies  in  chronological  order of the date of formation of such blank check
companies  or, in the case of blank  check  companies  formed on the same  date,

                                       23
<PAGE>

alphabetically.  However,  certain  blank check  companies may differ from us in
certain items such as place of incorporation, number of shares and shareholders,
working capital, types of authorized  securities,  preference of a certain blank
check company name by management of the target  company,  or other items. It may
be that a target  company may be more suitable for or may prefer a certain blank
check  company  formed after us. In such case, a business  combination  might be
negotiated  on behalf of the more  suitable or  preferred  blank  check  company
regardless of date of formation.

      Mr. Arberman is the President,  sole director and a beneficial shareholder
of Aguay Corporation,  Arber Holdings,  Argen Corporation,  Entina  Corporation,
Renjo  Corporation  and Urag  Corporation.  Each of these  companies has filed a
registration  statement  on Form 10-SB  under the  Exchange  Act,  which  became
effective  January  15,  2000.  The  initial  business  purpose of each of these
companies is to engage in a merger or acquisition  with an unidentified  company
or  companies  and  each  will be  classified  as a blank  check  company  until
completion of a business acquisition.

RECENT TRANSACTIONS BY BLANK CHECK COMPANIES

      None.

CONFLICTS OF INTEREST

      Alfred Arberman,  our sole officer and director, has organized and expects
to organize other  companies of a similar  nature and with a similar  purpose as
us.  Consequently,  there are potential inherent conflicts of interest in acting
as an officer and director of the Company. In addition,  insofar as Mr. Arberman
is engaged in other  business  activities,  he may devote  only a portion of his
time to our affairs.

      A conflict  may arise in the event that another  blank check  company with
which Mr.  Arberman is affiliated  also actively seeks a target  company.  It is
anticipated  that target  companies will be located for us and other blank check
companies  in  chronological  order of the date of formation of such blank check
companies  or, in the case of blank  check  companies  formed on the same  date,
alphabetically.  However,  other  blank  check  companies  may differ from us in
certain items such as place of incorporation, number of shares and shareholders,
working capital, types of authorized securities,  or other items. It may be that
a target  company may be more  suitable for or may prefer a certain  blank check
company  formed  after  us.  In such  case,  a  business  combination  might  be
negotiated  on behalf of the more  suitable or  preferred  blank  check  company
regardless of date of formation.

      Mr. Arberman intends to devote as much time to our activities as required.
However,  should such a conflict arise,  there is no assurance that Mr. Arberman
would not attend to other  matters prior to those of the Company.  Mr.  Arberman
estimates  that our  business  plan can be  implemented  in theory  by  devoting
approximately  10 to 25 hours per month over the  course of  several  months but
such figure cannot be stated with precision.

      Mr. Arberman is the President,  Director and controlling  shareholder of
Joren LLC.,  a Delaware  LLC,  which owns  5,000,000  shares of the  Company's
common  stock.  At the  time  of a  business  combination,  some or all of the
shares of common  stock  owned by Joren LLC.  may be  purchased  by the target
company  or  retired  by the  Company.  The  amount  of common  stock  sold or
continued to be owned by Joren LLC. cannot be determined at this time.

                                       24
<PAGE>

      The terms of business  combination  may include such terms as Mr. Arberman
remaining  a  director  or  officer  of the  Company.  The  terms of a  business
combination  may provide for a payment by cash or otherwise  to Joren LLC.,  for
the purchase or  retirement of all or part of its common stock of the Company by
a target  company or for services  rendered  incident to or following a business
combination.  Mr.  Arberman  would  directly  benefit  from such  employment  or
payment.  Such benefits may influence Mr. Arberman's choice of a target company.
However,  Mr.  Arberman's  beneficial  and economic  interest in all blank check
companies with which he is currently involved is identical.

      We will not enter into a business  combination,  or acquire  any assets of
any kind for our securities,  in which our management,  affiliates or associates
have any interest, direct or indirect.

      There are no binding  guidelines  or procedures  for  resolving  potential
conflicts of interest. Failure by management to resolve conflicts of interest in
favor of the Company could result in liability of management to the Company.

INVESTMENT COMPANY ACT OF 1940

      Although we will be subject to regulation under the Securities Act of 1933
and the  Securities  Exchange  Act of 1934,  management  believes we will not be
subject to  regulation  under the  Investment  Company Act of 1940 insofar as we
will not be engaged in the business of investing  or trading in  securities.  In
the event we engage in business combinations which result in our holding passive
investment  interests in a number of entities we could be subject to  regulation
under the Investment Company Act of 1940. In such event, we would be required to
register as an  investment  company  and could be expected to incur  significant
registration and compliance costs. We have obtained no formal determination from
the  Securities  and Exchange  Commission as to our status under the  Investment
Company  Act of 1940.  Any  violation  of such Act would  subject us to material
adverse consequences.

ITEM 10 - EXECUTIVE COMPENSATION.

      Our  officer  and  director  does not  receive  any  compensation  for his
services  rendered to us, has not received such compensation in the past, and is
not accruing any  compensation  pursuant to any agreement with us. However,  our
officer and director anticipates receiving benefits as a beneficial  shareholder
of the Company, as the officer and director and controlling shareholder of Arber
Holdings.  See "ITEM 9.  Directors,  Executive  Officers,  Promoters And Control
Persons - Conflicts of Interest".

        No  retirement,  pension,  profit  sharing,  stock  option or  insurance
programs or other  similar  programs  have been adopted by us for the benefit of
our employees.

                                       25
<PAGE>

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

      The  following  table  sets  forth  each  person  known  by us  to be  the
beneficial  owner of five  percent or more of our Common  Stock,  all  directors
individually and all directors and officers of the Company as a group. Except as
noted,  each person has sole  voting and  investment  power with  respect to the
shares shown.

Name and Address                Amount of Beneficial            Percentage
of Beneficial Owner                 Ownership                    of Class

Joren LLC.(1)                       5,000,000                        100%
  18555 NE 14th Ave.
  Building "F" Ste.  611
  North Miami Beach, Florida 33179

Alfred Arberman  (2)                5,000,000                        100%
  18555 NE 14th Ave.
  Building "F" Ste.  611
  North Miami Beach, Florida 33179

All Executive Officers and
Directors as a Group (1 Person)     5,000,000                        100%

  (1) Mr.  Arberman  is the  controlling  shareholder  and sole  director  and
officer of Joren  LLC.  Joren LLC.  has agreed to provide  certain  assistance
to us in  locating  potential  target  companies,  and to pay all of our costs
until a business combination,  without reimbursement.  See "PLAN OF OPERATIONS
General Business Plan".

  (2) As the  controlling  shareholder,  sole  director  and  officer of Joren
LLC., Mr.  Arberman is deemed to be the  beneficial  owner of the common stock
of the Company owned by Joren LLC.

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      We have  issued  a total  of  5,000,000  shares  of  Common  Stock  to the
following persons for a total of $500 in cash:

Name                   Number of Total Shares                   Consideration


Joren LLC.                   5,000,000                               $500

      Mr.  Arberman  is  the  sole  director,   controlling   shareholder  and
president  of Joren LLC.  With  respect to the sales  made to Joren  LLC.,  we
relied  upon  Section  4(2) of the  Securities  Act of 1933,  as amended  (the
"Securities Act") and Rule 506 promulgated thereunder.


                                       26
<PAGE>






ITEM 13-EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
         FORMS 8-K

Exhibits - None.
--------

Financial Statement Schedules - None.
-----------------------------

Reports on Form 8-K - None.

                                       27
<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.

                                            ARBER HOLDINGS

                  By:     ____________________________________________________
                             Chief Executive Officer

Dated: April 13, 2000


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

SIGNATURE                   TITLE                            DATE
---------                   -----                            ----

----------------            Director, Chief Accounting        April 13, 2000
                            Officer



                                       28
<PAGE>