SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

                             FORM 10-KSB
(Mark One)
[X]            ANNUAL REPORT UNDER SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934 

                      For the fiscal year ended 
                            December 31, 1998       
   OR
[  ]         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 0-23761

                   ABERDEEN ACQUISITION CORPORATION
        (Exact name of registrant as specified in its charter)

       Delaware                                      52-2068323      
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification No.)

             1504 R Street, N.W., Washington, D.C. 20009
         (Address of principal executive offices)  (zip code)

         Issuer's Telephone Number:     202/387-5400        
                                   

    Securities registered under Section 12(g) of the Exchange
    Act: Common Stock, $.0001 par value per share
    
    Check whether the issuer (1) filed all reports required to
    be filed by Section 13 or 15(d) of the Exchange Act during
    the last 12 months (or for such shorter period that the
    registrant was required to file such reports), and (2) has
    been subject to such filing requirements for the past 90
    days.   Yes   X     No             
    
    Check if there is no disclosure of delinquent filers in
    response to Item 405 of Regulation S-B is not contained in
    this form, and no disclosure will be contained, to the best
    of registrant's knowledge, in definitive proxy or
    information statements incorporated by reference in Part III
    of this Form 10-KSB or any amendment to this Form 10-KSB.  [ X ]
    
    State issuer's revenues for its most recent fiscal year.        $0.
    
    State the aggregate market value of the voting and
    non-voting common equity held by non-affiliates computed by
    reference to the price at which the common equity was sold,
    or the average bid and asked price of such common equity, as
    of a specified date within the past 60 days.                     $0.  
    
    State the number of shares outstanding of each of the
            issuer's classes of common equity, as of the latest
            practicable date.
    
     Class                                 Outstanding at December 31, 1998
    
     Common Stock, par value $0.0001                     5,000,000
    
    Documents incorporated by reference:        None
    

                              PART I
    
    ITEM 1.  DESCRIPTION OF BUSINESS
    
            Aberdeen Acquisition Corporation (the "Company") was
    incorporated on December 3, 1997, under the laws of the
    State of Delaware to engage in any lawful corporate
    undertaking, including, but not limited to, selected mergers
    and acquisitions. The Company has been in the developmental
    stage since inception and has no operations to date other
    than issuing shares to its original shareholders.  The
    Company has been formed to provide a method for a foreign or
    domestic private company to become a reporting ("public")
    company whose securities are qualified for trading in the
    United States secondary market.
    
            The Company registered its common stock on a Form
    10-SB registration statement filed pursuant to the
    Securities Exchange Act of 1934 (the "Exchange Act") and
    Rule 12(g) thereof.  The Company files with the Securities
    and Exchange Commission periodic and episodic reports under
    Rule 13(a) of the Exchange Act, including quarterly reports
    on Form 10-QSB and annual reports Form 10-KSB.  As a
    reporting company under the Exchange Act, the Company may
    register additional securities on Form S-8 (provided that it
    is then in compliance with the reporting requirements of the
    Exchange Act) and on Form S-3 (provided that is has during
    the prior 12 month period timely filed all reports required
    under the Exchange Act), and its class of common stock
    registered under the Exchange Act may be traded in the
    United States securities markets provided that the Company
    is then in compliance with applicable laws, rules and
    regulations, including compliance with its reporting
    requirements under the Exchange Act.
            
            The Company will attempt to locate and negotiate
    with a business entity for the merger of that target
    business into the Company.  In certain instances, a target
    business may wish to become a subsidiary of the Company or
    may wish to contribute assets to the Company rather than
    merge.  No assurances can be given that the Company will be
    successful in locating or negotiating with any target business.
    
            Management believes that there are perceived
    benefits to being a reporting company with a class of
    publicly-traded securities.  These are commonly thought to
    include (1) the ability to use registered securities to make
    acquisition of assets or businesses; (2) increased
    visibility in the financial community; (3) the facilitation
    of borrowing from financial institutions;  (4) improved
    trading efficiency; (5) shareholder liquidity; (6) greater
    ease in subsequently raising capital; (7) compensation of
    key employees through options stock; (8) enhanced corporate
    image; and (9) a presence in the United States capital
    market.  
            A business entity, if any, which may be interested
    in a business combination with the Company may include (1) a
    company for which a primary purpose of becoming public is
    the use of its securities for the acquisition of assets or
    businesses; (2) a company which is unable to find an
    underwriter of its securities or is unable to find an
    underwriter of securities on terms acceptable to it; (3) a
    company which wishes to become public with less dilution of
    its common stock than would occur normally upon an
    underwriting; (4) a company which believes that it will be
    able to obtain investment capital on more favorable terms
    after it has become public; (5) a foreign company which may
    wish an initial entry into the United States securities
    market; (6) a special situation company, such as a company
    seeking a public market to satisfy redemption requirements
    under a qualified Employee Stock Option Plan; or (7) a
    company seeking one or more of the other perceived benefits
    of becoming a public company. 
    
            Management is actively engaged in seeking a
    qualified private company as a candidate for a business
    combination.  The Company is authorized to enter into a
    definitive agreement with a wide variety of private
    businesses without limitation as to their industry or
    revenues.  It is not possible at this time to predict with
    which private company, if any, the Company will enter into a
    definitive agreement or what will be the industry, operating
    history, revenues, future prospects or other characteristics
    of that company. 
    
            The Company 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.  The Company may acquire assets and
    establish wholly-owned subsidiaries in various businesses or
    acquire existing businesses as subsidiaries.
    
            Management of the Company, which in all likelihood
    will not be experienced in matters relating to the business
    of a target business, will rely upon its own efforts in
    accomplishing the business purposes of the Company.  Outside
    consultants or advisors may be utilized by the Company to
    assist in the search for qualified target companies.  If the
    Company does retain such an outside consultant or advisor,
    any cash fee earned by such person will need to be assumed
    by the target business, as the Company has limited cash
    assets with which to pay such obligation.
    
            The analysis of new business opportunities will be
    undertaken by, or under the supervision of, the officer and
    director of the Company, 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 the
    proposed activities of the Company; 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. 
    
            Management does not have the capacity to conduct as
    extensive an investigation of a target business as might be
    undertaken by a venture capital fund or similar institution.
     As a result, management may elect to merge with a target
    business which has one or more undiscovered shortcomings and
    may, if given the choice to select among target businesses,
    fail to enter into an agreement with the most
    investment-worthy target business.
    
            Following a business combination the Company may
    benefit from the services of others in regard to accounting,
    legal services, underwritings and corporate public
    relations.  If requested by a target business, management
    may recommend one or more underwriters, financial advisors,
    accountants, public relations firms or other consultants to
    provide such services.  

            A potential target business 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 business may be
    presented to the Company only on the condition that the
    services of a consultant or advisor be continued after a
    merger or acquisition.  Such preexisting agreements of
    target businesses for the continuation of the services of
    attorneys, accountants, advisors or consultants could be a
    factor in the selection of a target business.
    
            In implementing a structure for a particular
    business acquisition, the Company may become a party to a
    merger, consolidation, reorganization, joint venture, or
    licensing agreement with another corporation or entity.  It
    may also acquire stock or assets of an existing business. 
    On the consummation of a transaction, it is likely that the
    present management and shareholders of the Company will no
    longer be in control of the Company.  In addition, it is
    likely that the Company's 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, the Company 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, of which there can
    be no assurance, it will be undertaken by the surviving
    entity after the Company has entered into an agreement for a
    business combination or has consummated a business
    combination and the Company is no longer considered a blank
    check company.  The issuance of additional securities and
    their potential sale into any trading market which may
    develop in the Company's securities may depress the market
    value of the Company's securities in the future if such a
    market develops, of which there is no assurance.  

            While the terms of a business transaction to which
    the Company 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 any merger or acquisition
    negotiations with a target business, management expects to
    focus on the percentage of the Company which target business
    shareholders would acquire in exchange for their
    shareholdings in the target business.  Depending upon, among
    other things, the target business's assets and liabilities,
    the Company's shareholders will in all likelihood hold a
    substantially lesser percentage ownership interest in the
    Company following any merger or acquisition.  Any merger or
    acquisition effected by the Company can be expected to have
    a significant dilutive effect on the percentage of shares
    held by the Company's shareholders at such time.  
    
            No assurances can be given that the Company will be
    able to enter into a business combination, as to the terms
    of a business combination, or as to the nature of the target 
    business.
    
            As of the date hereof, management has not made any
    final decision concerning or entered into any agreements for
    a business combination.  When any such agreement is reached
    or other material fact occurs, the Company will file notice
    of such agreement or fact with the Securities and Exchange
    Commission on Form 8-K.  Persons reading this Form 10-KSB
    are advised to determine if the Company has subsequently
    filed a Form 8-K.
    
            The Company anticipates that the selection of a
    business opportunity in which to participate will be complex
    and without certainty of success.  Management believes (but
    has not conducted any research to confirm) that there are
    numerous firms seeking the perceived benefits of a publicly
    registered 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, and 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
    extremely difficult and complex.
    
            COMPUTER SYSTEMS REDESIGNED FOR YEAR 2000.  Many
    existing computer programs use only two digits to identify a
    year in such program's date field.  These programs were
    designed and developed without consideration of the impact
    of the change in the century for which four digits will be
    required to accurately report the date.  If not corrected,
    many computer applications could fail or create erroneous
    results by or following the year 2000 ("Year 2000 Problem").
     Many of the computer programs containing such date language
    problems have not been corrected by the companies or
    governments operating such programs.  It is impossible to
    predict what computer programs will be effected, the impact
    any such computer disruption will have on other industries
    or commerce or the severity or duration of a computer
    disruption.  
    
            The Company does not have operations and does not
    maintain computer systems.  Before the Company enters into
    any business combination, it may inquire as to the status of
    any target business's Year 2000 Problem, the steps such
    target business has taken or intends to take to correct any
    such problem and the probable impact on such target business
    of any computer disruption.  However, there can be no
    assurance that the  Company will not merge with a target
    business that has an uncorrected Year 2000 Problem or that
    any planned Year 2000 Problem corrections will be
    sufficient.  The extent of the Year 2000 Problem of a target
    business may be impossible to ascertain and any impact on
    the Company will likely be impossible to predict.
    
    ITEM 2.  DESCRIPTION OF PROPERTY
    
            The Company has no properties and at this time has
    no agreements to acquire any properties.  The Company
    currently uses the offices of Pierce Mill Associates, Inc.
    at no cost to the Company and the Company expects this
    arrangement to continue until the Company completes an
    acquisition or merger.
    
    ITEM 3.  LEGAL PROCEEDINGS
    
            There is no litigation pending or threatened by or
    against the Company.
    
    ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
            No matter was submitted to a vote of security
    holders, through the solicitation of proxies or otherwise,
    during the fourth quarter of the fiscal year covered by this 
    report.
    
                                 PART II
    
    ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER 
    MATTERS
    
            There is currently no public market for the
    securities of the Company.  The Company does not intend to
    trade its securities in the secondary market until
    completion of a business combination or acquisition.  It is
    anticipated that following such occurrence the Company will
    cause its common stock to be listed or admitted to quotation
    on the NASD OTC Bulletin Board or, if it then meets the
    financial and other requirements thereof, on the Nasdaq
    SmallCap Market, National Market System or regional or
    national exchange.
    
            The proposed business activities described herein
    classify the Company as a "blank check" company.  The
    Securities and Exchange Commission and many states have
    enacted statutes, rules and regulations limiting the sale of
    securities of blank check companies in their respective
    jurisdictions.  Management does not intend to undertake any
    efforts to cause a market to develop in the Company's
    securities until such time as the Company has successfully
    implemented its business plan described herein. 
    Accordingly, the shareholders of the Company have executed
    and delivered "lock-up" letter agreements, affirming that
    such shareholder will not sell or otherwise transfer its
    shares of the Company's common stock except in connection
    with or following completion of a merger or acquisition and
    the Company is no longer classified as a blank check
    company.  The shareholders have deposited such shareholder's
    respective stock certificate with the Company's management,
    who will not release the respective certificates except in
    connection with or following the completion of a merger or 
    acquisition.
    
            There are currently two shareholders of the
    outstanding common stock of the Company.  The Company has
    not designated nor issued any preferred stock.
    
            During the past three years, the Company has sold
    securities which were not registered as follows:
    
                                                  NUMBER OF
     DATE               NAME                      SHARES       CONSIDERATION
    
 December 15, 1997      Pierce Mill               4,750,000        $950
                      Associates, Inc.(1)   
    
 December 15, 1997   Cassidy & Associates(2)        250,000         $50
            ________
    
            (1)  Mr. Cassidy, the president and sole director of
    the Company, is the sole director and shareholder of Pierce
    Mill Associates, Inc. and is therefore considered to be the
    beneficial owner of the common stock of the Company issued
    to Pierce Mill Associates, Inc.  With respect to the sales
    made to Pierce Mill Associates, Inc., the Company relied on
    Section 4(2) of the Securities Act of 1933, as amended and
    Rule 506 promulgated thereunder.  
    
            (2)  Mr. Cassidy is a principal of Cassidy &
    Associates, a Washington, D.C. securities law firm, and is
    therefore considered to be the beneficial owner of the
    common stock of the Company issued to Cassidy & Associates. 
    With respect to the sales made to Cassidy & Associates, the
    Company relied upon Section 3(b) of the Securities Act of
    1933, as amended and Rule 701 promulgated thereunder.
    
    ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
    
            The Company was formed to engage in a merger with or
    acquisition of an unidentified foreign or domestic private
    company which desires to become a reporting ("public")
    company whose securities are qualified for trading in the
    United States secondary market.  The Company meets the
    definition of a "blank check" company contained in Section
    (7)(b)(3) of the Securities Act of 1933, as amended.  The
    Company has been in the developmental stage since inception
    and has no operations to date.  Other than issuing shares to
    its original shareholders, the Company has not commenced any
    operational activities. 
    
            Management is actively engaged in seeking a
    qualified private company as a candidate for a business
    combination.  The Company is authorized to enter into a
    definitive agreement with a wide variety of private
    businesses without limitation as to their industry or
    revenues.  It is not possible at this time to predict with
    which private company, if any, the Company will enter into a
    definitive agreement or what will be the industry, operating
    history, revenues, future prospects or other characteristics
    of that company. 
    
            The Company will not acquire or merge with any
    entity which cannot provide audited financial statements at
    or within a reasonable period of time after closing of the
    proposed transaction.  The Company is subject to all the
    reporting requirements included in the Exchange Act. 
    Included in these requirements is the duty of the Company to
    file audited financial statements as part of its Form 8-K to
    be filed with the Securities and Exchange Commission upon
    consummation of a merger or acquisition, as well as the
    Company's audited financial statements included in its
    annual report on Form 10-K (or 10-KSB, as applicable).  If
    such audited financial statements are not available at
    closing, or within time parameters necessary to insure the
    Company's compliance with the requirements of the Exchange
    Act, or if the audited financial statements provided do not
    conform to the representations made by the target business,
    the closing documents may provide that the proposed
    transaction will be voidable at the discretion of the
    present management of the Company.
    
            The Company will not restrict its search for any
    specific kind of businesses, but may acquire a business
    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 the Company 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 the Company may 
    offer.
    
            A business combination with a target business will
    normally involve the transfer to the target business of the
    majority of common stock of the Company, and the
    substitution by the target business of its own management
    and board of directors.
    
            The Company has, and will continue to have, no
    capital with which to provide the owners of business
    opportunities with any cash or other assets. However,
    management believes the Company will be able to offer owners
    of acquisition candidates the opportunity to acquire a
    controlling ownership interest in a publicly registered
    company without incurring the cost and time required to
    conduct an initial public offering.  The officer and
    director of the Company has not conducted market research
    and is not aware of statistical data to support the
    perceived benefits of a merger or acquisition transaction
    for the owners of a business opportunity.
    
            The Company's shareholders have agreed that they
    will advance to the Company any additional funds which the
    Company needs for operating capital and for costs in
    connection with searching for or completing an acquisition
    or merger. Such advances will be made without expectation of
    repayment unless the owners of the business which the
    Company acquires or merges with agree to repay all or a
    portion of such advances.  There is no minimum or maximum
    amount such shareholder will advance to the Company.  The
    Company will not borrow any funds for the purpose of
    repaying advances made by such shareholder, and the Company
    will not borrow any funds to make any payments to the
    Company's promoters, management or their affiliates or 
    associates.
    
            The Board of Directors has passed a resolution which
    contains a policy that the Company will not seek an
    acquisition or merger with any entity in which the Company's
    officer, director, shareholder or his affiliates or
    associates serve as officer or director or hold any
    ownership interest.
    
    ITEM 7.  FINANCIAL STATEMENTS
     
    
    
    
                 ABERDEEN ACQUISITION CORPORATION
                  (A DEVELOPMENT STAGE COMPANY)
                                 
                       FINANCIAL STATEMENTS
                                 
                     AS OF DECEMBER 31, 1998
    
    
    
                 ABERDEEN ACQUISITION CORPORATION
                  (A DEVELOPMENT STAGE COMPANY)
                                 
                             CONTENTS          
    
    
    
    
           PAGE      1 - INDEPENDENT AUDITORS' REPORT
    
           PAGE      2 - BALANCE SHEET AS OF DECEMBER 31, 1998
    
           PAGE      3 - STATEMENTS OF OPERATIONS FOR THE YEAR
                         ENDED DECEMBER 31, 1998 AND FOR THE PERIOD
                         FROM DECEMBER 3, 1997 (INCEPTION) TO
                         DECEMBER 31, 1998
    
           PAGE      4 - STATEMENT OF CHANGES IN STOCKHOLDERS'
                         EQUITY FOR THE PERIOD FROM DECEMBER 3,
                         1997 (INCEPTION) TO DECEMBER 31,1998
    
           PAGE      5 - STATEMENTS OF CASH FLOW FOR THE YEAR ENDED
                         DECEMBER 31, 1998 AND FOR THE PERIOD FROM
                         DECEMBER 3, 1997 (INCEPTION) TO DECEMBER
                         31, 1998
    
           PAGE  6 - 8 - NOTES TO FINANCIAL STATEMENTS AS OF
                         DECEMBER 31, 1998
    
    
    
                   INDEPENDENT AUDITORS' REPORT
    
    
    To the Board of Directors of:
     Aberdeen Acquisition Corporation
     (A Development Stage Company)
    
    We have audited the accompanying balance sheet of Aberdeen
    Acquisition Corporation (a development stage company) as of
    December 31, 1998 and the related statements of operations,
    changes in stockholders' equity and cash flows for the year
    then ended and for the period from December 3, 1997
    (inception) to December 31, 1998. 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
    statements 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 Aberdeen Acquisition Corporation (a development
    stage company) as of December 31, 1998, and the results of
    its operations and its cash flows for the year then ended
    and from December 3, 1997 (inception) to December 31, 1998,
    in conformity with generally accepted accounting principles.
    
    
                                    WEINBERG & COMPANY, P.A.
    
    
    
    Boca Raton, Florida
    February 19, 1999
    
                 ABERDEEN ACQUISITION CORPORATION
                  (A DEVELOPMENT STAGE COMPANY)
                          BALANCE SHEET
                     AS OF DECEMBER 31, 1998
    
    
                                  ASSETS
    
    
    
    
    
    Cash                                              $     894
    
    TOTAL ASSETS                                      $     894
    
    
    
               LIABILITIES AND STOCKHOLDERS' EQUITY
    
    
    Loan payable to Cassidy & Associates  
     Trust                                            $     50 
    
         Total Liabilities                                  50 
    
     STOCKHOLDERS' EQUITY
    
       Preferred Stock, $.0001
        par value, 20 million
        shares authorized, none
        issued and outstanding                            -    
       Common Stock, $.0001 par
        value, 100 million shares
        authorized, 5,000,000 issued
        and outstanding                                    500
       Capital in excess of par                            500
       Accumulated deficit during
        development stage                                 (156)  
     
         Total Stockholders' Equity                        844
    
    TOTAL LIABILITIES AND STOCKHOLDERS'
     EQUITY                                          $     894
    
    
    
    
    
         See accompanying notes to financial statements.
                                    2
                 ABERDEEN ACQUISITION CORPORATION
                  (A DEVELOPMENT STAGE COMPANY)
                     STATEMENTS OF OPERATIONS
               FOR THE YEAR ENDED DECEMBER 31, 1998
             AND FOR THE PERIOD FROM DECEMBER 3, 1997
                 (INCEPTION) TO DECEMBER 31, 1998
    
    
                                  CUMULATIVE FROM
                                  DECEMBER 3, 1997     
                                   (INCEPTION) TO      YEAR ENDED
                                 DECEMBER 31, 1998     DECEMBER 31,1998
    
    Income                       $            -         $       -
       
    Expenses
    
     Bank charges                $             156      $      156 
    
    NET LOSS                     $            (156)     $      (156)  
    
    
    
    
    
    
             See accompanying notes to financial statements.
                                    3


                 ABERDEEN ACQUISITION CORPORATION
                  (A DEVELOPMENT STAGE COMPANY)
                     STATEMENT OF CHANGES IN
                       STOCKHOLDERS' EQUITY
               FOR THE PERIOD FROM DECEMBER 3, 1997
                 (INCEPTION) TO DECEMBER 31, 1998
    
    
                                                 Deficit 
                                    Additional  Accumulated
                             Common  Paid-In    During Devel-
                             Stock   Capital    opment Stage       Total 
    
    
    Common stock issuance    $  500 $      500   $     -     $     1,000
    
    Balance at December
     31, 1997                   500        500         -           1,000
    
    Net loss for the year
     ended December 31, 1998   -          -            (156)       (156) 
    
    BALANCE AT DECEMBER
     31, 1998                   500 $      500 $       (156)   $     844
    
    
    
    
    
    
    
             See accompanying notes to financial statements.
                                    4
    
  
                ABERDEEN ACQUISITION CORPORATION
                  (A DEVELOPMENT STAGE COMPANY)
                     STATEMENTS OF CASH FLOWS
               FOR THE YEAR ENDED DECEMBER 31, 1998
             AND FOR THE PERIOD FROM DECEMBER 3, 1997
                 (INCEPTION) TO DECEMBER 31, 1998
    
    
                                   CUMULATIVE FROM
                                   DECEMBER 3, 1997 
                                   (INCEPTION) TO        YEAR ENDED
                                  DECEMBER 31, 1998     DECEMBER 31, 1998
CASH FLOWS FROM
 OPERATING ACTIVITIES:

 Net loss                         $            (156)     $       (156) 
 Adjustments to
  reconcile net loss
  to net cash used
  by operating activities:                     -                 -    

 Net cash used in
  operating activities                         (156)             (156) 

CASH FLOWS FROM INVESTING
 ACTIVITIES                                    -                 -    

CASH FLOWS FROM FINANCING
 ACTIVITIES:

   Proceeds from issuance
    of common stock                           1,000              -    

   Increase in loan  payable                     50                50 

 Net cash provided by
  financing activities                        1,050                50 

INCREASE (DECREASE) IN CASH
 AND CASH EQUIVALENTS                           894              (106)  

CASH AND CASH 
 EQUIVALENTS - BEGINNING 
 OF PERIOD                                     -                1,000 

CASH AND CASH EQUIVALENTS
 - END OF PERIOD                  $             894      $        894 


               See accompanying notes to financial statements.
                                      5

                       ABERDEEN ACQUISITION CORPORATION
                        (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 1998



NOTE  1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          A.  Organization and Business Operations

          Aberdeen Acquisition Corporation (a development stage company)
          ("the Company") was incorporated in Delaware on December 3, 1997
          to serve as a vehicle to effect a merger, exchange of capital
          stock, asset acquisition or other business combination with a
          domestic or foreign private business.  At December 31, 1998, the
          Company had not yet commenced any formal business operations, and
          all activity to date relates to the Company's formation and

          proposed fund raising.  The Company's fiscal year end is December 31.

          The Company's ability to commence operations is contingent upon
          its ability to identify a prospective target business 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 statements of cash flows, the Company
          considers all highly liquid investments purchased with an original
          maturity of three months or less to be cash equivalents.







                                      6


                       ABERDEEN ACQUISITION CORPORATION
                        (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 1998

NOTE  1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

          D.  Income Taxes

          The Company accounts for income taxes under the Financial
          Accounting Standards Board 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's
          limited operations for the period ended December 31, 1998.

          E.  New Accounting Pronouncements

          The Financial Accounting Standards Board has recently issued
          several new accounting pronouncements. Statement No. 129,
          "Disclosure of Information about Capital Structure" establishes
          standards for disclosing information about an entity's capital
          structure, is effective for financial statements for periods
          ending after December 15, 1997 and has been adopted by the Company
          as of December 31, 1997. Statement No. 130, "Reporting
          Comprehensive Income" establishes standards for reporting and
          display of comprehensive income and its components, and is
          effective for fiscal years beginning after December 15, 1997. 
          Statement No. 131, "Disclosures about Segments of an  Enterprise
          and Related Information"  establishes standards for the way that
          public business enterprises report information about operating
          segments in annual financial statements and requires that those
          enterprises report selected information about operating segments
          in interim financial reports issued to shareholders.  It also
          establishes standards for related disclosures about products and
          services, geographic areas,  and  major  customers,  and  is 
          effective  for          

                                      7


                       ABERDEEN ACQUISITION CORPORATION
                        (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO FINANCIAL STATEMENTS
                           AS OF DECEMBER 31, 1998


NOTE  1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

          financial statements for periods beginning after December 15,
          1997.  The Company believes that its adoption of Statements 130
          and 131 will not have a material effect on the Company's financial
          position or results of operations.

NOTE  2 - STOCKHOLDERS' EQUITY

          A.  Preferred Stock

          The Company is authorized to issue 20,000,000 shares of preferred
          stock at $.0001 par value, with such designations, voting and
          other rights and preferences as may be determined from time to
          time by the Board of Directors.

          B.  Common Stock

          The Company is authorized to issue 100,000,000 shares of common
          stock at $.0001 par value.  The Company issued 4,750,000 and
          250,000 shares to Pierce Mill Associates, Inc. and Cassidy &
          Asscoiates, respectively.

NOTE  3 - RELATED PARTIES

          Legal counsel to the Company is a firm owned by a director of the
          Company who also owns 100% of the outstanding  stock  of  Pierce
          Mill Associates, Inc., the  95% shareholder. The same party is
          also the controlling owner of Cassidy & Associates.




                                      8


ITEM 8.          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                 AND FINANCIAL DISCLOSURE

        The Company filed a Form 8-K on February 18, 1999, noticing the
change in the Company's accountants.  There were no disagreements with 
accountants on accounting and financial disclosure for the period 
covered by this report.


                                   PART III

ITEM 9.          DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                 PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

        The Directors and Officers of the Company are as follows:

          Name                     Age      Positions and Offices Held
      -----------------                           -----------
        James M. Cassidy           63        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 the director and officer of the
Company, all positions and offices with the Company held, the period during
which he has served as such, and the business experience during at least the
last five years:

        JAMES MICHAEL CASSIDY, ESQ., LL.B., LL.M., received a Bachelor of
Science in Languages and Linguistics from Georgetown University in 1960, a
Bachelor of Laws from The Catholic University School of Law in 1963, and a
Master of Laws in Taxation from The Georgetown University School of Law in
1968. From 1963-1964, Mr. Cassidy was law clerk to the Honorable Inzer B.
Wyatt of the United States District Court for the Southern District of New
York. From 1964-1965, Mr. Cassidy was law clerk to the Honorable Wilbur K.
Miller of the United States Court of Appeals for the District of Columbia. 
From 1969-1975, Mr. Cassidy was an associate of the law firm of Kieffer &
Moroney and a principal in the law firm of Kieffer & Cassidy, Washington,
D.C.  From 1975 to date, Mr. Cassidy has been a principal in the law firm of
Cassidy & Associates, Washington, D.C. and its predecessors, specializing in
securities law and related corporate and federal taxation matters. Mr.
Cassidy is a member of the bar of the District of Columbia and is admitted
to practice before the United States Tax Court and the United States Supreme 
Court.

PREVIOUS BLANK CHECK COMPANIES

        In 1988, management was involved in two blank check offerings.  Mr.
Cassidy was vice president, a director and a shareholder of First Agate
Capital Corporation and Consolidated Financial Corporation.  In August,
1988, First Agate Capital Corporation offered 50,000 units at $10.00 for an
aggregate of $500,000 in an underwritten offering of its common stock and
warrants.  First Agate Capital is no longer a public company and has had no
activity since 1991.  In November, 1988, Consolidated Financial Corporation
offered 50,000 units at $10.00 for an aggregate of $500,000 in an
underwritten offering of its common stock and warrants.  In 1990, in
connection with the change in control of Consolidated Financial Corporation,
Mr. Cassidy transferred all his shares of Consolidated Financial Corporation
common stock without compensation or any financial benefit and resigned as
an officer and director of that company.  Mr. Cassidy has had no further
relationship or transactions with Consolidated Financial Corporation since
1990.  As described in public filings made by the company, in June, 1991,
the new management of Consolidated Financial Corporation effected its merger
with A.B.E Industrial Holdings.

CURRENT BLANK CHECK COMPANIES

        Mr. Cassidy is the president, sole director and beneficial
shareholder of Tunlaw International Corporation, Aberdeen Acquisition
Corporation, Barhill Acquisition Corporation, Sunderland Acquisition
Corporation and Westford Acquisition Corporation.  Until its business
combination on December 30, 1997, Mr. Cassidy was the sole director and
beneficial shareholder of Corcoran Technologies Corporation.  Until its
business combination on December 4, 1998, Mr. Cassidy was the sole director
and beneficial shareholder of Chatsworth Acquisition Corporation.  Each of
these companies filed registration statements on Forms 10-SB under the
Exchange Act which became effective and each files periodic reports under
the Exchange Act.  Mr. Cassidy is the president, sole director and a
beneficial shareholder of Blencathia Acquisition Corporation which filed a
registration statement on Form 10-SB under the Exchange Act on February 9,
1999 and of Warwick Acquisition Corporation and Torbay Acquisition
Corporation which filed their registration statements on Form 10-SB on
February 19, 1999.  The initial business purpose of each of these companies
was or is to engage in a merger or acquisition with an unidentified company
or companies and each were or will be classified as a blank check company
until completion of a business combination.

        Mr. Cassidy anticipates being involved with additional blank check
companies filed under the Securities Act or under the Exchange Act.

RECENT TRANSACTIONS BY BLANK CHECK COMPANIES

        On December 30, 1997, Prime Management, Inc., a California
corporation, merged with and into Corcoran Technologies Corporation. 
Corcoran Technologies Corporation was formed on March 27, 1997 to engage in
a merger or acquisition with an unidentified company or companies and was
structured substantially identically to the Company, including identical
management and beneficial shareholders.  At the time of the merger, Prime
Management, Inc. was an operating transportation company with two
wholly-owned subsidiaries, Mid-Cal Express, a long-haul trucking company
hauling shipments of general commodities, including temperature-sensitive
goods, in both intrastate and interstate commerce and Mid-Cal Logistics, a
freight brokerage company.  Pursuant to the merger, Corcoran Technologies
Corporation changed its name to Prime Companies, Inc. and Corcoran
Technologies Corporation filed a Form 8-K with the Securities and Exchange
Commission describing the merger.  The common stock of Prime Companies, Inc.
trades on the NASD OTC Bulletin Board under the symbol PRMC.  Detailed
information concerning Prime Companies, Inc. may be obtained from its
filings under the Exchange Act which are found on the EDGAR archives page of
the Securities and Exchange Commission's Web site at www.sec.gov.  

        On December 4, 1998, AmeriCom USA, Inc., a Delaware corporation,
merged with and into Chatsworth Acquisition Corporation.  Chatsworth
Acquisition Corporation was formed on December 3, 1997 to engage in a merger
or acquisition with an unidentified company or companies and was structured
substantially identically to the Company, including identical management and
beneficial shareholders.  AmeriCom USA, Inc. is an operating Internet 
advertising company with one wholly-owned subsidiary, Diversified Associates
International, a California company.  Pursuant to the merger, Chatsworth
Acquisition Corporation changed its name to AmeriCom USA, Inc. and
Chatsworth Acquisition Corporation filed a Form 8-K with the Securities and
Exchange Commission describing the merger.  AmeriCom USA, Inc. is seeking
the admission of its common stock to quotation on the NASD OTC Bulletin
Board.  Detailed information concerning AmeriCom USA, Inc. may be obtained
from its filings under the Exchange Act which are found on the EDGAR archives
page of the Securities and Exchange Commission's Web site at www.sec.gov. 
On February 22, 1999, AmeriCom USA, Inc. filed a Form 8-K describing its
acquisition of Kiosk Software, Inc., which has developed a proprietary kiosk
operating system and specializes in complete kiosk development services
including custom cabinet design and multimedia software development. 

CONFLICTS OF INTEREST

        The Company's officer and director has organized and expects to
organize other companies of a similar nature and with a similar purpose as
the Company.  Consequently, there are potential inherent conflicts of
interest in acting as an officer and director of the Company.  Insofar as
the officer and director is engaged in other business activities, management
anticipates that it will devote only a minor amount of time to the Company's
affairs.  The Company does not have a right of first refusal pertaining to
opportunities that come to management's attention insofar as such
opportunities may relate to the Company's proposed business operations.

        A conflict may arise in the event that another blank check company
with which management is affiliated is formed and actively seeks a target
business.  It is anticipated that target businesses will be located for the
Company and other blank check companies in chronological order of the date
of formation of such blank check companies.  However, any blank check
companies that may be formed may differ from the Company 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 business may be more suitable for or may prefer a certain blank check
company formed after the Company. 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. Cassidy is the principal of Cassidy & Associates, a law firm
located in Washington, D.C. As such, demands may be placed on the time of
Mr. Cassidy which would detract from the amount of time he is able to devote
to the Company.  Mr. Cassidy intends to devote as much time to the
activities of the Company as required.  However, should such a conflict
arise, there is no assurance that Mr. Cassidy would not attend to other
matters prior to those of the Company.  Mr. Cassidy projects that initially
approximately ten hours per month of his time may be spent locating a target
business which amount of time would increase when the analysis of, and
negotiations and consummation with, a target business are conducted.

        The terms of business combination may include such terms as Mr.
Cassidy remaining a director or officer of the Company and/or the continuing
securities or other legal work of the Company being handled by the law firm
of which Mr. Cassidy is the principal.  The terms of a business combination
may provide for a payment by cash or otherwise to Pierce Mill or Cassidy &
Associates for the purchase of their  Common Stock by a target business. Mr.
Cassidy would directly benefit from such employment or payment. Such
benefits may influence Mr. Cassidy's choice of a target business.

        Management owns 100% of Pierce Mill and is a principal of Cassidy &
Associates, which, in turn, own 4,750,000 and 250,000 shares, respectively,
of the common stock of the Company.  Mr. Cassidy is considered the
beneficial owner of the 5,000,000 shares of the Common Stock owned by Pierce
Mill and Cassidy & Associates.  Pierce Mill Associates is a private company
whose function is to form and market blank check companies. 

        No other securities, or rights to securities, of the Company will be
issued to management or promoters, or their affiliates or associates, prior
to the completion of a business combination.  At the time of a business
combination, management expects that some of the 5,000,000 shares of Common
Stock owned by Pierce Mill and Cassidy & Associates will be purchased by the
target business.  The amount of Common Stock sold or continued to be owned
by Pierce Mill or Cassidy & Associates cannot be determined at this time.

        Management may agree to pay finder's fees, as appropriate and
allowed, to unaffiliated persons who may bring a target business to the
Company where that reference results in a business combination.  The amount
of any finder's fee will be subject to negotiation, and cannot be estimated 
at this time. No finder's fee of any kind will be paid to the management or
promoters of the Company, or to their associates or affiliates.  No loans of
any type have, or will be, made to management or promoters of the Company or
to any of their associates or affiliates.

        The Company's officer and director, or promoters, or their
affiliates or associates are regularly in discussion with potential target
businesses which may wish to combine with the Company or similar companies
with which management is associated.  There are no binding arrangements or
understandings with any representatives of the owners of any business or
company regarding the possibility of a business combination with the Company.

        The Company will not enter into a business combination, or acquire
any assets of any kind for its securities, in which management or promoters
of the Company, or any affiliates or associates have any interest, direct or 
indirect.

        Management has adopted certain policies involving possible conflicts
of interest, including prohibiting any of the following transactions
involving management or promoters or their affiliates or associates: (i) any
lending by the Company to such persons; (ii) the issuance of any additional
securities to such persons prior to a business combination; (iii) the
entering into any business combination or acquisition of assets in which
such persons have any interest, direct or indirect; or (iv) the payment of
any finder's fees to such persons.

        These policies have been adopted by the Board of Directors of the
Company, and any changes in these provisions would require the approval of
the Board of Directors.   Management does not intend to propose any such
action and does not anticipate that any such action will occur.

        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.  However, any attempt by shareholders to enforce a liability
of management to the Company would most likely be prohibitively expensive
and time consuming.

        
ITEM 10.  EXECUTIVE COMPENSATION

        The Company's officer and director does not receive any compensation
for his services rendered to the Company, nor has he received such
compensation in the past.  As of the date of this registration statement,
the Company has no funds available to pay the officer and director. 
Further, the officer and director is not accruing any compensation pursuant
to any agreement with the Company.

        The officer and director of the Company will not receive any
finder's fee, either directly or indirectly, as a result of his efforts to
implement the Company's business plan outlined herein. However, the officer
and director of the Company anticipates receiving benefits as a beneficial
shareholder of the Company.  

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


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth, as of December 31, 1998, each person
known by the Company to be the beneficial owner of five percent or more of
the Company's Common Stock and the director and officer of the Company. 
Except as noted, the holder thereof has sole voting and investment power
with respect to the shares shown.

Name and Address                    Amount of Beneficial      Percent of
of Beneficial Owner                 Ownership                 Outstanding Stock
-----------------------            ------------------        -------------------
Pierce Mill Associates, Inc.(1)         4,750,000                 95%
1504 R Street, N.W.
Washington, D.C. 20009

Cassidy & Associates                      250,000                  5%
1504 R Street, N.W.
Washington, D.C. 20009
        
James M. Cassidy(2)                      5,000,000                100%
1504 R Street, N.W.
Washington, D.C. 20009

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

(1)     Since Pierce Mill Associates has fewer than 100 shareholders and is
        not making and does not intend to make a public offering of its
        securities, management believes that it is not deemed to be an
        investment company by virtue of an exemption provided under the
        Investment Company Act of 1940, as amended.

(2)     Mr. Cassidy owns 100% of Pierce Mill Associates and is the principal
        of Cassidy & Associates and is therefore considered the beneficial
        owner of the 5,000,000 shares of common stock owned by them.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        On December 15, 1997, the Company issued a total of 5,000,000 shares
of Common Stock to the following persons for a total of $1,000 in cash:

                                           NUMBER OF         TOTAL     
        NAME                                SHARES           CONSIDERATION
        ----------------                   ----------        -------------- 
                                                                      
        Pierce Mill                       4,750,000                  $950
        Associates, Inc.   

        Cassidy & Associates                250,000                   $50
        
        The Board of Directors has passed a resolution which contains a
policy that the Company will not seek an acquisition or merger with any
entity in which the Company's officer, director or shareholder or their
affiliates or associates serve as officer or director or hold any ownership
interest.  Management is not aware of any circumstances under which this
policy may be changed.

        The proposed business activities described herein classify the
Company as a "blank check" company.  The Securities and Exchange Commission
and many states have enacted statutes, rules and regulations limiting the
sale of securities of blank check companies in their respective
jurisdictions.  Management does not intend to undertake any efforts to cause
a market to develop in the Company's securities until such time as the
Company has successfully implemented its business plan described herein. 
Accordingly, the shareholders of the Company have executed and delivered a
"lock-up" letter agreements, affirming that such shareholders shall not sell
their respective shares of the Company's common stock until such time as the
Company has successfully consummated a merger or acquisition and the Company
is no longer classified as a blank check company.  The shareholders  have
placed the respective stock certificates with the Company which will not
release the certificates until such time as a merger or acquisition has been
successfully consummated.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

        (a)      Exhibits

        3.1*     Certificate of Incorporation filed as an exhibit to the
                 Company's registration statement on Form 10-SB filed on
                 February 10, 1998, and incorporated herein by reference.

        3.2*     By-Laws filed as an exhibit to the Company's registration
                 statement on Form 10-SB filed on February 10, 1998, and
                 incorporated herein by reference.

        9.1*     Lock-Up Agreement with Pierce Mill Associates filed as an
                 exhibit to the Company's registration statement on Form
                 10-SB filed on February 10, 1998, and incorporated herein
                 by reference.

        9.2*     Lock-Up Agreement with Cassidy & Associates filed as an
                 exhibit to the Company's registration statement on Form
                 10-SB filed on February 10, 1998, and incorporated herein
                 by reference.

        23.1     Consent of Accountants

        27.1     Financial Data Schedule
_____
* Previously filed

        (b)      There were no reports on Form 8-K filed by the Company
during the quarter ended December 31, 1998.  The Company filed a Form
8-K on February 18, 1999 noticing a change in accountants.


                                  SIGNATURES


        Pursuant to the requirements of Section 13 or 15(d) of the 
Securities Exchange Act of 1934, the registrant has duly caused this 
report to be signed on its behalf by the undersigned
thereunto duly authorized.

                           ABERDEEN ACQUISITION CORPORATION


                          By:       /s/ James M. Cassidy       
                                   James M. Cassidy, President

Dated:  March 31, 1999


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

NAME                              OFFICE                  DATE

James M. Cassidy                Director               March 31, 1999