SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                                  FORM 10-KSB/A
                                 Amendment No. 1

                   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                      For The Year Ended December 31, 1998

                       Commission file number : 2 - 85175W

                          ELECTRO-KINETIC SYSTEMS, INC.
                 (Name of small business issuer in its charter)

      PENNSYLVANIA                                     22-1954716
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)

270 Rocky Run Road, Glen Gardner, New Jersey                  08826
(Address of principal executive offices)                   (Zip code)

Issuer's telephone number                                  908-537-4378

         Securities registered pursuant to section 12 (b) of the Act: None

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

                              Class A Common Stock
                                (Title of class)

         Check whether issuer (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (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  disclosure  of  delinquent  filers in response to Item 405 of
Regulation S-B is not contained in this form, and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ X ]

Issuer's revenues for its most recent fiscal year ................--

         The aggregate  market value of the voting stock held by  non-affiliates
of the Registrant as of 12/31/98 was approximately $400,000.

         Number of shares of Class A Common Stock, no par value,  outstanding as
of December 31, 1998:  30,166,069  (Common  Stock  issued  20,936,069  and to be
issued 9,230,000)

                  Transitional Small Business Disclosure Format
                           Yes                 No X


<PAGE>

                                TABLE OF CONTENTS

                                                                           Page

ITEM 1:           Description of Business                                  2-3

ITEM 2:           Description of Property                                    3
ITEM 3:           Legal Proceedings                                          4
ITEM 4:           Submission of Matters to a Vote of Security Holders        4
ITEM 5:           Market of the Registrant's Common Stock and Related
                  Stockholders' Matters                                      4

ITEM 6:           Management's Discussion and Analysis of Results of
                  Operations and Financial Conditions                      4-5

ITEM 7:           Financial Statements and Notes                             6
                                                                      F-1-F-10

ITEM 8:           Changes in and Disagreements with Accountants on
                  Accounting and Financial Disclosure                        7

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

ITEM 10: Executive Compensation                                              9

ITEM 11: Security Ownership of Certain Beneficial Owners and              9-10
Management

ITEM 12: Certain Relationships and Related Transactions                     10

ITEM 13: Exhibits and Reports on Form 8-K                                   10

<PAGE>

ITEM 1.  DESCRIPTION OF BUSINESS

History

Electro-Kinetic  Systems Inc. [EKS or the Company] was formed on April 24, 1972,
under the laws of the State of  Pennsylvania.  In  February  1990,  the  Company
successfully  concluded a rights  offering which provided it with  approximately
$700,000,  net of issue  expenses.  The proceeds were used primarily to fund new
operations,  to repay notes, to implement  marketing  programs,  and for working
capital.  Also in 1990,  EKS  acquired  72% of the  assets of  Douglas  Martin &
Associates,  an  independent  radiation  testing and  consulting  facility (name
changed to DMA-Radtech Inc.), and in 1992, the remaining minority interest.

         In December 1992, a significant change in management of EKS occurred as
a result of the  investment  of  approximately  $425,000  by private  investors,
principally Charles D. Cascio, members of his family, and other associates.

         The Company was achieving  modest success in radon testing and analysis
when, in March 1995,  the  bankruptcy of its  principal  distributor  forced the
suspension of all operations. In June 1995, the Company sold its building. After
unsuccessful joint venture/merger negotiations, the Company ceased operations in
the field of environmental hazards.

         The Company  acquired  Israel Imaging  Technologies,  Inc., and its two
affiliates on September 18, 1995, and agreed to issue 4,100,000 shares of Common
Stock in exchange for their  shares.  The  acquisition  was  accounted  for as a
purchase.  The difference between the fair market value of the stock issued over
the book value of assets  acquired  had been  allocated to  Investment  in a 50%
Owned Affiliate in the amount of $84,503 and the balance to Excess of Costs over
Net Assets  Acquired,  in the amount of $18,656.  Operations  were accounted for
beginning October 1, 1995, as equity in earnings of an unconsolidated affiliate.

         The 1995  acquisition of Israel Imaging  Technologies,  Inc.,  gave the
Company a 50% interest in Printone Media,  Inc. [PM]. PM was a  computer-imaging
and preprint company offering scanning, color separation, and other graphic arts
services in a plant in  Jerusalem,  Israel.  During 1996,  the Company  acquired
companies  in the  field of  publishing  and then  rescinded  such  transaction;
continued to negotiate for the  acquisition  of assets and joint ventures in the
field of publishing and attempted to exploit its Israeli  facility.  The Company
was unsuccessful and abandoned its efforts in the publishing  field.  During the
years 1995 and 1996,  the Company  issued  approximately  two million  shares of
Common Stock to reduce its indebtedness and to fund its operations.

         On July 12,  1996,  Charles D.  Cascio  resigned  as  President,  Chief
Executive  Officer and  Chairman of the Board,  and as a  Director.  Mr.  Albert
Gardner also  resigned from the Board of Directors.  The  resignations  were not
caused  by or  related  to any  disagreements  "on any  matter  relating  to the
registrant's  operating  policies or  practices."  On July 12, 1996,  Dr. Julius
Cherny,  Mr. Daniel  Herzka,  and Mr. Richard J. L. Herson were selected for the
Board of Directors. Carryover members include Gary Dornhoefer and Ralph Lanciano
III. Dr. Cherny was elected  President and Mr. Herson was elected  Secretary and
Treasurer.  In the Fall of 1996,  the new officers of the Company made available
for use certain systems developed by them which the Company attempted to market.
No costs or expenses have been  incurred by the Company.  Such efforts have been
unsuccessful.  Accordingly,  the  designs  for these  decision  models have been
returned to the officers.

                                       -2-

<PAGE>

Merger of DMA-Radtech [DMAR] and Advanced Knowledge, Inc. [AK]

During 1997, the Company  continued to search for other business  opportunities.
In December 1997,  the Company  entered into  negotiations  for DMAR, its wholly
owned subsidiary,  to be acquired by AK, a privately held Delaware  Corporation.
On July 22, 1998,  DMAR's  Board of  Directors  declared a stock split of 300:1,
resulting in 300,000 shares being issued and outstanding.

         On August 26,  1998,  pursuant to a Plan of Merger and  Reorganization,
DMAR  acquired the assets of AK in exchange for  2,700,000  shares of its Common
Stock, or 90% of its issued and outstanding shares. Concurrent with the closing,
DMAR's  shareholders  voted to change the name to Advanced  Knowledge,  Inc. The
transaction  was  accounted  for as a reverse  merger,  with AK as the surviving
company.

         Pursuant  to the  reorganization  agreement:  AK  paid  $25,000  to the
Company for certain proprietary know-how and work products;  the Company assumed
all liabilities of DMAR relating to its business prior to the closing; following
all  regulatory  approval,  the capital stock of AK owned by the Company will be
distributed to its  shareholders of record of June 1, 1998; and the Company will
receive an additional  $25,000 for  reimbursement of expenses in connection with
this transaction.  In the absence of regulatory approval, the transaction can be
rescinded by AK.

Employees

Currently, the Company has two part-time officers. No salaries were paid in 1998
and 1997.

Research and Development

The Company's  research and developments have been the results of the individual
efforts of its  officers and  directors at no expense to the Company.  As stated
above,  the  Company has been  unable to exploit  such  efforts and as a result,
designs and decision  models  associated  with this effort have been returned to
the officers.

ITEM 2.  DESCRIPTION OF PROPERTY

In November  1984,  the Company  purchased  a building  located at 701  Chestnut
Square, Trainer, Pennsylvania, which housed its corporate headquarters occupying
2,500 square  feet,  laboratory  facilities  occupying  5,000  square feet,  and
production  facilities  occupying  7,000  square  feet.  The  Company  sold this
building in June 1995 and  reflected  net income from this  transaction,  in the
amount of  $315,919;  net cash  proceeds  were all  applied  to  reduce  secured
principal debt.

         The Company  maintains an office at 270 Rocky Run Road,  Glen  Gardner,
New Jersey. Rent has been waived through December 31, 1998. There is no lease.

                                      -3-

<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

The Company is not a party to nor involved in any legal  proceeding as plaintiff
or defendant.

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

Not applicable.

ITEM 5.  MARKET OF THE REGISTRANT'S COMMON STOCK AND
         RELATED STOCKHOLDERS' MATTERS

The price of common shares of the Company is reported on the NASDAQ OTC Bulletin
Board.  The price during the year has remained in the range of 1.0(cent) bid and
1.5(cent) asked.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
         AND FINANCIAL CONDITIONS

The  following  should  be read in  conjunction  with the  financial  statements
appearing elsewhere in this report.

Results of Operations

The Company's 50% owned unconsolidated affiliate, Printone Media Inc., continued
to show losses through 1997 and 1998 and ceased operations.  Accordingly, at the
end of the second  quarter of 1998,  the Company wrote off the carrying value of
its investment in and advances to this  affiliate in the amount of $85,939.  The
Company has no other operating income from itself or any of its subsidiaries.

         Results for the year 1998 also  reflect the  following  fourth  quarter
adjustments:

                  i) write-off of the remaining  balance from the September 1995
                  acquisition of the Excess of Cost over Net Assets  Acquired of
                  $14,781. (1)
                  ii)  write-off  of  Equipment  for  Sale  of  $9,000. (2)
                  iii) deferral  of part of  consideration  received  expense
                       reimbursements merger of subsidiary to the extent
                       of $20,000. (3)

____________________
(1) As a result of the acquisition of Israel Investment Technologies, Inc. and
two affiliates, September 1995, the Company acquired certain preliminary designs
for developments of computer models in the fields of medical compliance and
electronic book publishing.  The Company has been unsuccessful in its efforts to
exploit these developments.
(2) Age and technological changes have obsolesced the value of the radon-testing
equipment for sale.
(3) Since the merger of subsidiary is subject to rescision, recognition of
expense reimbursements due has been deferred.

                                      -4-

<PAGE>
                  iv) income from  cancellation  of liabilities in the amount of
                  $36,786, net of $5,000 payment of prior expenses.(4)

         Waiver of compensation to officers has enabled  selling,  general,  and
administrative expenses to remain under $10,000 per year. These consist of stock
transfer,   tax,  and  bookkeeping  costs.  Interest  has  been  accrued  on  an
outstanding note indebtedness and on officer's loans.

         Impairment of Investments in subsidiaries and Affiliates for the year
1997, reflect equity in losses of unconsolidated subsidiary and amortization of
Excess ($1,860).

Liquidity and Capital Resources

The working  capital  deficit  decreased to  ($167,072) as of December 31, 1998,
from  ($186,727) as of December 31, 1997.  This decrease is primarily the result
of a $25,000 net  decrease  in the  deficit  due to the net sale of  proprietary
know-how,   DMAR,   with  Advanced   Knowledge  and   cancellation   of  certain
indebtedness,  offset by an increase in amounts due to  officers.  Shareholders'
deficit increased from ($59,312) to ($167,072) as of the same dates.

The  Company's  operating  losses  during the past years have been funded by the
sale of its Common Stock, by loans from  shareholders,  and by the disposal of a
subsidiary.  For the Company to become a viable entity, it must raise sufficient
capital to fund its  operations.  The  Company is making  continuing  efforts to
negotiate the settlement of liabilities  aggregating  approximately $100,000 for
shares of its Common Stock.  The Company is also seeking  merger  opportunities,
but there is no assurance of success in these endeavors.  Inflation has not been
a factor in the Company's results of operations.

YEAR 2000 ISSUE

The year 2000 issue is the result of computer  programs  being written using two
digits rather than four to define the applicable  year.  The company's  computer
programs or hardware  that have  date-sensitive  software or embedded  chips may
recognize  a date using "00" as the year 1900  rather  than the year 2000.  This
could  result in a system  failure or  miscalculations  causing  disruptions  of
operations,  including,  among other  things,  a temporary  inability to process
transactions, send invoices, or engage in similar normal business activities.

Based on recent assessments and the inactive nature of the Company's operations,
the Company does not feel it will be greatly impacted by the Year 2000 issue.

___________
(4) Cancellation of liabilities is based on statute of limitations for
indebtedness incurred prior to March 31, 1995.  Additional recorded liabilities
expiring in 1999, for which no claims have been asserted by creditors,
approximate $25,000.


                                      -5-

<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
     Electro-Kinetic Systems, Inc.

We have  audited  the  balance  sheets of  Electro-Kinetic  Systems,  Inc. as of
December 31, 1998 and 1997 and the related statements of operations,  changes in
stockholders'  equity  and  cash  flows  for the two  years  then  ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Electro-Kinetic  Systems, Inc.
at December 31, 1998 and 1997,  and the results of its  operations  and its cash
flows for the two years in the period then ended in  conformity  with  generally
accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note D to the
financial  statements,  the Company's  financial position continues to reflect a
significant  shortage of working capital and negative book value.  These factors
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  Management's plans in regard to these matters are described in Note D.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.



                                                       /s/ WISS & COMPANY, LLP

Livingston, New Jersey
September 27, 1999

<PAGE>
                                                                          Pages
             Consolidated Balance Sheets as of December 31, 1998 and 1997
                      Assets                                               F-1
                      Liabilities and Stockholders' Equity                 F-2

             Consolidated Statements of Operations for the Years Ended     F-3
                      December 31, 1998 and 1997

             Consolidated Statements of Cash Flows for the Years Ended     F-4
                      December 31, 1998 and 1997

                  Consolidated Statements of Changes in Stockholders'      F-5
                      Equity for the Years Ended
                      December 31, 1998 and 1997

                  Notes to Consolidated Financial Statements           F-6-F10

                                      -6-

<PAGE>



                 ELECTRO-KINETIC SYSTEMS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

                                                              December 31,
                                                            1998        1997

Current assets:
      Cash                                               $ 4,065      $ 1,505
      Miscellaneous receivable and other assets           25,000        9,000
                                                          -------       -----
Total current assets                                      29,065       10,505
                                                          -------      ------

Other assets:
      Excess of cost over net assets acquired,
         less accumulated amortization                       -         16,176
      Investment and advances to 50% owned
         affiliate                                           -        110,939
      Organization costs                                     -            300
                                                       --------       -------
Total other assets                                           -        127,415
                                                       --------       -------

Total assets                                           $ 29,065     $ 137,920
                                                       =========    =========

      See accompanying notes to consolidated financial statements.

                                       F-1

<PAGE>
                 ELECTRO-KINETIC SYSTEMS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                          December 31,
                                                       1998            1997

Current liabilities:
      Accounts payable                               $ 44,333        $ 63,583
      Accrued expenses                                 19,793          21,254
      Notes payable                                    35,828          46,614
      Due to officers                                  76,183          65,781
      Deferred income                                  20,000            -
                                                       -------        -------
Total current liabilities                             196,137         197,232
                                                      ---------       -------

Commitments and contingencies

Stockholders' equity (deficit):
      Class "A" common shares, no par value;
         authorized - 90,000,000 shares; issued
         and to be issued - 30,166,069 in 1998
         and in 1997                                3,441,308       3,441,308
      Additional paid-in-capital                       52,293          52,293
      Accumulated deficit                          (3,660,673)     (3,552,913)
                                                   ------------    -----------
Total stockholders' equity (deficit)                 (167,072)        (59,312)
                                                     ---------        --------

Total liabilities and stockholders' equity (deficit) $ 29,065       $ 137,920
                                                     =========      =========

      See accompanying notes to consolidated financial statements.

                                       F-2

<PAGE>

                 ELECTRO-KINETIC SYSTEMS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                               For the year ended December 31,
                                                          1998       1997

Selling, general and
    administrative expenses                             $ 7,161      9,845
                                                        --------     -----

Other income (expenses):
    Interest expense                                     (9,200)    (9,700)
    Gain on sale of proprietary know-how                 14,640         -
    Write down of assets                                 (9,300)        -
    Impairment of investments in subsidiaries
       and affiliates                                  (127,115)   (51,860)
                                                       ---------   --------
                                                       (130,975)   (61,560)

Loss before extraordinary income                       (138,136)   (71,405)

Extraordinary income - cancellation of indebtedness      30,376      2,900
                                                         ------      -----

Net loss                                             $ (107,760)   (68,505)
                                                     ===========   ========

Loss per share (basic and diluted)                      $ 0.004      0.002
                                                        ========     =====

Weighted average number of
    common shares outstanding                        30,166,069 30,166,069
                                                     ========== ==========

    See accompanying notes to consolidated financial statements.

                                       F-3

<PAGE>

                 ELECTRO-KINETIC SYSTEMS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>


                                                                For the Year Ended
                                                                     December 31,

                                                                1998          1997


<S>                                                        <C>            <C>

Cash flows from operating activities:
    Net loss                                               $ (107,760)    $ (68,505)
    Adjustments to reconcile net loss to net
      cash used in operating activities:
         Impairment of investments in affiliates              127,115        51,860
         Accrued interest on notes payable                      2,200         2,132
         Accrued interest due officers                          7,000         7,569
         Extraordinary income - cancellation of indebtedness  (36,876)
         Write down of assets                                   9,300           -
    Change in assets and liabilities:
         Miscellaneous receivable                             (25,000)          -
         Accounts payable                                       4,640         3,615
         Accrued expenses                                      (1,461)        3,334
         Deferred income                                       20,000           -
                                                               ------        ------
Total adjustments                                             106,918        68,510

Net cash - operating activities                                  (842)            5

Cash flows from financing activities:
    Proceeds from officers' loans                               3,402         1,500

Net increase in cash                                            2,560           -
Cash - beginning of the year                                    1,505         1,505
                                                             --------       -------
Cash - end of the year                                        $ 4,065       $ 1,505
                                                             ========       =======
Supplemental cash flow information:
    Interest paid                                             $   -         $   -
    Income taxes paid                                         $   -         $   -
                                                                ====           ===

</TABLE>

           See accompanying notes to consolidated financial statements.

                                       F-4

<PAGE>

                 ELECTRO-KINETIC SYSTEMS, INC. AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                  FOR THE YEARS ENDED DECEMBER 31,1998 AND 1997

<TABLE>

<S>                               <C>           <C>               <C>                <C>                  <C>


                                       Class A Common Stock         Additional          Accumulated
                                    Shares          Amount        Paid In Capital         Deficit          Total

Balance at January 1, 1997        30,166,069    $ 3,441,308          $ 52,293          $(3,484,408)        $ 9,193

Net loss for 1997                      -               -                  -                (68,505)        (68,505)

Balance at December 31, 1997      30,166,069      3,441,308            52,293           (3,552,913)        (59,312)

Net loss for 1998                      -               -                  -               (107,760)       (107,760)

Balance at December 31, 1998      30,166,069    $ 3,441,308          $ 52,293          $(3,660,673)      $(167,072)
                                 ===========   ============         =========         ============      ===========

</TABLE>

                                       F-5


<PAGE>

                 ELECTRO-KINETIC SYSTEMS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1998 AND DECEMBER 31, 1997

NOTE A:  THE COMPANY

Electro-Kinetic Systems, Inc. [EKS or the Company] was formed on April 24, 1972,
under the laws of the State of Pennsylvania. Its corporate office is now located
in Glen Gardner, New Jersey.

The Company  ceased  operations in radon testing in March 1995 and failed in its
subsequent efforts:  magazine publishing (1996), visual communication technology
(1997),  marketing  of computer  decision  models  (1997 and 1998),  and desktop
publishing and printing (1998).

The  Company  and its  subsidiaries,  (collectively  the  "Company"),  which are
currently inactive,  is searching for merger  opportunities with other companies
as a base of operations.

NOTE B:  ACCOUNTING POLICIES

1) Principles of Consolidation

The consolidated financial statements at December 31, 1997, include the accounts
of the Company and its wholly owned  subsidiaries,  Israel  Imaging  Technology,
Electronic Textbook Corporation,  Medical Compliance Monitoring,  Inc. and DMA -
Radtech, Inc. ("DMAR").

On August 26, 1998, the Company transferred  2,700,000 shares (representing 90%)
of its  then  3,000,000  shares  in DMAR to  Advanced  Knowledge,  Inc.  ("AK").
Advanced  Knowledge in turn  transferred its assets to DMAR, and concurrent with
the transaction,  DMAR voted to change its name to Advanced Knowledge,  Inc. The
effect of this transaction was to give the Company a then 10% ownership interest
in Advanced Knowledge, Inc. in exchange for its 100% then ownership in DMAR in a
transaction that was accounted for as a reverse merger, with AK as the surviving
company. (See NOTE F: Subsequent Events)

All significant  inter-company accounts and transactions have been eliminated in
consolidation.

2) Business Acquisitions

In 1990 and 1992,  the Company  acquired  100%  ownership  interest in DMAR.  In
September 1995, the Company acquired 100% of Israel Imaging Technology, Inc. and
two affiliated companies, Electronic Textbook Corporation and Medical Compliance
Monitoring,  Inc. The  acquisition of Israel Imaging  Technology,  Inc. gave the
Company an  effective  50%  ownership  interest  in  Printone  Media,  an Israel
Corporation. The Company has reviewed the operations of its subsidiaries and its
50%  constructive  ownership  interest in Printone  Media and  determined  these
investments  to be impaired.  Accordingly,  the Company has recorded a charge to
operations  of $127,115  and $51,860 for the years ended  December  31, 1998 and
1997, respectively. These assets are not anticipated to produce future revenues.

                                      F-6

<PAGE>

3) Revenue Recognition

Given its inactive  nature,  the Company did not have operating  revenues during
the years ended December 31, 1998 and 1997.

In  connection  with the  aforementioned  transaction  between  DMAR and AK, the
Company sold certain  proprietary  know-how to AK, which was effective  upon the
execution of the agreement.

4) Income Taxes

The Parent Company and its  subsidiaries  have combined tax carry forward losses
of approximately  $3,300,000,  which expire through December 2018. Under Section
382 of the Internal  Revenue Code of 1986, as amended,  the utilization of prior
net operating  loss-carry forwards may be limited due to future changes in stock
ownership. As a result of these temporary differences,  the Company has recorded
a deferred tax asset with an offsetting valuation allowance for the same amount.

5) Loss Per Common Share

The Company  calculates  earnings  per share in  accordance  with  Statement  of
Financial Standards (SFAS) No. 128, "Earnings Per Share" (EPS), which was issued
in February  1997 and is effective for periods  ending after  December 15, 1997.
SFAS  No.  128  requires  dual  presentation  of  basic  and  diluted  EPS  on a
retroactive  basis.  The  Company  uses the  weighted-average  number  of shares
outstanding  during each period to compute  basic  earnings  per share.  Diluted
earnings  per share are  computed  using the  weighted-average  number of common
shares and dilutive  potential  common shares  outstanding.  Dilutive  potential
common shares are additional common shares assumed to be exercised.  The Company
has included in both its common stock  outstanding  and in the  weighted-average
number of shares  outstanding,  9,230,000  shares  of  common  stock,  which the
Company is obligated, but has not formally issued to shareholders.

6) Use of Estimates

The  preparation of the  Consolidated  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
reported  amounts of revenues and  expenses.  Actual  results  could differ from
these estimates.

7) Extraordinary Item - Cancellation of Indebtedness

The Company has  recognized  extraordinary  income on the  write-off  of certain
outstanding  liabilities  that prior to  December  31,  1994,  were  recorded as
expenses.

8) Financial Instruments

Financial  instruments  include cash,  receivables,  accounts  payable,  accrued
expenses,  and notes payable. The amounts reported for financial instruments are
considered  to be  reasonable  approximations  of their  fair  values,  based on
information available to management.

                                      F-7

<PAGE>

9) Stock Compensation

SFAS No. 123,  Accounting for Stock Based  Compensation,  requires  companies to
measure  employee  stock  compensation  plans based on the fair value  method of
accounting.  However,  the statement  allows the  alternative  use of Accounting
Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees,
with pro forma disclosures of net income and earnings per share determined as if
the fair value based method had been applied in measuring compensation cost. The
Company  has  determined  it will  continue  to  apply  APB  Opinion  No.  25 in
accounting for its stock option plans.

10) New Accounting Pronouncements

In March 1998, the Accounting  Standards Executive Committee issued Statement of
Position  98-1  ("SOP  98-1"),  Accounting  for the  Cost of  Computer  Software
Developed or Obtained for Internal  Use. SOP 98-1  requires all costs related to
the  development of internal use software  other than those incurred  during the
application development stage to be expensed as incurred.  Costs incurred during
the application  development  stage are required to be capitalized and amortized
over the estimated useful life of the software. SOP 98-1 is effective for fiscal
years beginning after December 15, 1998.

In  addition,   the  Board  issued  SFAS  No.  133,  Accounting  for  Derivative
Instruments  and Hedging  Activities in June 1998 for years beginning after June
15,  1999.  Subsequently,   the  Board  deferred  the  effective  date  of  this
pronouncement through the issuance of SFAS No. 137.

The Company does not expect that any of the previously mentioned  pronouncements
will impact its financial statements.

NOTE C:  STOCK OPTION PLAN

The Company adopted a Stock Option Plan [the Option Plan] on May 3, 1993.  Under
the Option Plan a maximum of  1,000,000  shares of the  Company's  Common  Stock
(subject to certain  adjustments) are reserved for issuance upon the exercise of
options.  Options  granted  under the Option  Plan are  intended  to  constitute
incentive stock options under Section 422A of the Internal Revenue Code of 1986,
as amended,  or any  corresponding  provisions of  succeeding  law (the "Code").
Stock  appreciation  rights may be granted  under the Option  Plan to  employees
(including   officers  and  directors  who  are  employees  of  the  Company  or
subsidiaries) on the date of grant.

By its  terms,  the  Option  Plan  is to be  administered  by a  committee  [the
Committee]  appointed by the Board of  Directors,  which shall consist of either
the entire Board of Directors,  all of whom must be disinterested persons, or by
a committee of two or more  directors.  Subject to the  provisions of the Option
Plan,  the  Committee has the authority to determine the persons to whom options
will be  granted,  the  exercise  price,  the term during  which  options may be
exercised and such other terms and conditions as it deems appropriate.

No options to purchase  shares were issued  during the years ended  December 31,
1998 and 1997.  However,  as of the date hereof,  options to purchase  1,000,000
shares of Common  Stock remain  outstanding  under the Option Plan at $0.015 per
share that expire in the year 2001.

                                      F-8

<PAGE>

The aggregate fair market value of shares  issuable  pursuant to incentive stock
options  granted in any  calendar  year to an employee or officer may not exceed
$100,000  subject to certain  carryovers  from previous  years.  Incentive stock
options  granted under the Option Plan may not have an exercise  price less than
the fair market  value of the Common  Stock on the date of the grant (or 110% of
the fair market  value in the case of  employees  holding ten percent or more of
the voting stock of the  Company).  Options  granted  under the Option Plan will
expire  not more than ten years  from the date of the grant  subject  to earlier
termination under the Option Plan. The term of an incentive stock option granted
to a 10% holder shall be no more than 5 years from the date of the grant.

Under the Option Plan,  participants may be granted stock appreciation rights in
connection  with, or separately from,  options.  Each stock  appreciation  right
consists of a right to receive,  upon exercise,  either cash or shares of Common
Stock, as determined in the discretion of the Committee,  equal to the amount by
which the shares of Common  Stock on the date the stock  appreciation  right are
exercised.  Only the number of shares  actually  delivered  upon the exercise of
such stock  appreciation  rights will be charged  against the maximum  number of
shares, which may be issued under the Option Plan.

NOTE D:  GOING CONCERN

The Company's financial position continues to reflect a significant  shortage of
working  capital and a negative  book value.  The Company  believes that current
funds are  insufficient to continue to meet its  obligations.  While the Company
continues  to pursue  alternate  courses  of  action,  including  searching  for
potential  merger  candidates,  there  can  be no  assurance  that  it  will  be
successful.  The Company has a history of  continuing  losses and a  significant
working capital deficit.  There is substantial doubt about the Company's ability
to continue as a going concern.

NOTE E:  COMMITMENTS AND CONTINGENCIES

During the past  years,  the  Company has entered  into  various  agreements  in
connection with actual and proposed transactions. The Company believes it has no
direct or contingent obligations relative to these matters that are not recorded
in the accompanying financial statements.  The Company has no outstanding leases
or  employment  contracts,  nor  is it a  party  to or  involved  in  any  legal
proceeding as plaintiff or defendant.

A former  officer and director of the Company who resigned in December  1995 has
now presented  certain claims of  approximately  $30,000 dating back to 1993 and
1994 which  previously  had not been  presented and for which the Company denies
all liability.

NOTE F:          SUBSEQUENT EVENTS

During 1999,  the  transaction  with  Advanced  Knowledge  Inc.  met  regulatory
approval and an expense reimbursement receivable of $25,000 was collected.  Upon
regulatory approval of the agreement, the 300,000 shares of Advanced Knowledge's
common  stock  owned  by  the  Company  were   distributed   to  the   Company's
shareholders,  as previously voted by its Board of Directors and pursuant to the
agreement with Advanced Knowledge Inc.

In 1999, liabilities of approximately $26,000 were settled for $10,000; interest
due to an officer in the amount of $14,200 was forgiven by the officer.

                                      F-9

<PAGE>

NOTE G:        DUE TO OFFICERS

Amounts due to officers  are due on demand and bear  interest at the rate of 10%
per annum.

NOTE H:        NOTES PAYABLE

Notes  payable  consists of various  notes from 1996 and prior.  These notes are
payable upon demand with interest ranging up to approximately 10% per annum.

                                      F-10

<PAGE>

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

There have been no previously  audited reports for the years 1994,  1995,  1996,
1997,  and 1998.  The Company has retained  independent  public  accountants  to
report upon the financial  statements for the years 1998 and 1997. This document
is the amended Form 10-K, which includes the opinion of the outside auditors for
these two years.

         In their  report for 1993,  the  Company's  former  independent  public
accountants included an explanatory paragraph stating there is substantial doubt
about EKS's ability to continue as a going  concern.  The  accountants  formally
resigned in 1995 because of unpaid fees  (reference is made to Forms 8-K filed).
The fee was settled in 1998. There was no disagreement on accounting matters and
financial disclosure.

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

Set forth below is certain  information  regarding  the  executive  officers and
directors of the Company:

Name                                Age     Position Since

Julius Cherny                       62      Director, President, and Chief
                                            Executive Officer 1996
Richard J. L. Herson                80      Director, Treasurer, Secretary,
                                            Chief Accounting Officer,
                                            Chief Operating Officer 1996
Daniel Herzka                       48      Director  1996
Ralph Lanciano III                  34      Director  1993
Gary Dornhoefer                     53      Director   1993

         Julius Cherny,  Ph.D., has been president and a director since July 12,
1996. Dr. Cherny is a founder and partner of Mottola,  Cherny and Associates,  a
consulting firm specializing in providing financial, organizational, and systems
consulting services.  Dr. Cherny holds a Ph.D. in accounting and is currently on
the faculty at the NYU  Graduate  School of Business and was  previously  at the
Hagen  School of Business at Iona  College.  Dr.  Cherny has held  positions  as
director,  senior vice president,  and chief financial officer with firms in the
securities  industry.  Dr.  Cherny has  published  numerous  papers and authored
several  books  dealing with  finance,  accounting,  and  advanced  mathematical
theory.  In October 1997,  Dr. Cherny became  president of Bureau of Translation
Services, Inc., a wholly owned subsidiary of The Translation Group, Ltd. [TTGL],
a Delaware  public  company.  Dr.  Cherny was a director of TTGL and resigned in
November  1998.

         Richard J. L. Herson has been a director and secretary and treasurer of
the Company  since July 12, 1996. He was  secretary/treasurer  and a director of
TTGL from its inception in July 1995 until February 1, 1996, when he resigned as
secretary and treasurer and was appointed chief accounting  officer; he resigned
this position in October 1997 and remains a director.  Mr. Herson was previously
a general partner in the firm of Hertz, Herson and Company, CPAs with offices in
New York,  Boston,  and  Charlotte.  He is  currently  secretary  of the  Bruner
Foundation,  where he oversees its investment  portfolio.  He holds a Bachelor's

                                      -7-

<PAGE>

degree from the City College of New York and an M.S. in accounting from Columbia
University. He has also authored numerous articles and a book on accounting.

         Daniel Herzka became a director in July 1996. He was the vice president
for marketing and product management of Linotype-Hell  Company from 1993 through
1998. In this position he was responsible  for the  introduction of new products
and solutions to the graphic-arts market.  Daniel Herzka has more than 20 years'
experience applying innovative  computerized  imaging solutions in a broad range
of industries including printing and publishing, textile, CAD/CAM, PCB, mapping,
medical imaging and scientific  visualization.  Mr. Herzka came to Linotype-Hell
from Ultimate  Technologies  Inc., the inventors of Impostrip,  the professional
electronic  imposition  software,  where he served as senior vice  president for
sales and marketing.  Previously he held a senior worldwide business  management
position with Dupont De Nemours.  Prior to Dupont,  he was an employee of Scitex
for thirteen  years in a variety of management  positions in sales and marketing
involving  business  activities in the United States,  Europe,  Japan, and South
America.  Daniel studied for an MBA at Hebrew  University in Jerusalem and for a
BSC in Electrical and Industrial  Engineering  from the Technion in Haifa.

         Gary  Dornhoefer  became a director in October 1993. A National  Hockey
League  "Hall of Famer,"  he played  professional  hockey  for the  Philadelphia
Flyers for eleven years,  during which time the team won two Stanley  Cups.  Mr.
Dornhoefer is currently with Prism Cable Network as a color  analyst/commentator
for the Philadelphia  Flyers,  and has various other business  interests.  He is
co-administrator of the EKS 1993 Stock Option Plan.

         Ralph C.  Lanciano  III became a director in October  1993.  A licensed
optician, Mr. Lanciano has owned and operated CEE Optical Center since 1989, and
has participated in various real estate development and other business ventures.
He is  co-administrator of the EKS 1993 Stock Option Plan.

         Charles D. Cascio was a director and CEO of the Company from 1993 until
July 1996;  he owns  approximately  9% of its common shares and is currently CEO
and a director of TTGL.

Board of Directors

         Each   director   holds  office  until  the  next  annual   meeting  of
stockholders,  and until his successor is elected and qualified. At present, the
Company's bylaws require no fewer than one director.  Currently,  there are five
directors of the Company.  The bylaws  permit the Board of Directors to fill any
vacancy  and the new  director  may  serve  until  the next  annual  meeting  of
stockholders  and until his  successor  is elected and  qualified.  Officers are
elected  by the  Board  of  Directors  and  their  terms  of  office  are at the
discretion  of the Board.  There are no family  relations  among any officers or
directors of the Company.  The officers of the Company  devote  part-time to the
business  of the  Company.  The  Company  has  established  separate  Audit  and
Compensation  Committees.  The Audit  Committee  consists of Mr.  Herson and Dr.
Cherny. The Audit Committee will make  recommendations to the Board of Directors
regarding the selection of independent auditors, review the results and scope of
the audit and of the services  provided by the Company's  independent  auditors,
and  review  and  evaluate  the  Company's  internal  control   functions.   The
Compensation Committee consists of Dr. Lanciano and Mr. Herzka. The Compensation
Committee  will  make  recommendations  to the  Board  of  Directors  concerning
compensation for executive  officers and consultants of the Company.  The Option
Committee will continue to consist of Dr. Lanciano and Mr. Dornhoefer.

                                      -8-

<PAGE>

Filing Compliance by Officers and Directors

Timely  reports have not been filed by Dr. Julius Cherny (Form 3) and Richard J.
L. Herson (Form 3 and Form 4). These  reports are in the process of  preparation
and will be filed together with this Form 10-KSB.

ITEM 10. EXECUTIVE COMPENSATION

The Company has part-time executive officers.  There was no compensation paid to
officers in 1998 and 1997. The directors of the Company are not  compensated for
their services in that capacity.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table sets forth the  shares of Common  Stock  owned by (i) each
person  who is known by the  Company  to own  beneficially  more  than 5% of the
shares of any class of Common Stock,  (ii) each Director of the Company who owns
shares,  and (iii) the  executive  officers  and  Directors  of the Company as a
group. Unless otherwise  indicated,  all shares of Common Stock are owned by the
individual  named as sole record and beneficial  owner with  exclusive  power to
vote and dispose of such shares.

Name                          Position    Common Shares Owned        Percentage
                                          and To Be Issued
Julius Cherny                 President       2,515,000                 8.3
Richard J. L. Herson(5)       Sec./Treas.     2,181,850                 7.2
Gary Dornhoefer               Director          240,000                 0.8
Ralph Lanciano                Director          800,000                 2.7
Daniel Herzka                 Director          630,000                 2.1

All executive officers
and directors as a Group      ---------       6,366,850                21.1

Charles D. Cascio             ---------       2,735,000                 9.0

_____________________
(5) Disclaims control of 2,041,955 common shares owned by corporation in which
adult son is shareholder and 140,000 shares owned by adult daughter.

                                      -9-

<PAGE>

The capitalization of EKS, as of December 31, 1998, was as follows:

Title of Class                Amount Authorized          Currently Outstanding

Common Stock $.001
Par Value Per Share           90,000,000 shares            30,166,069 shares(6)

Preferred Stock $.001
Par Value Per Share           10,000,000 shares            None


Stock Option Plan

Reference is made to Note C, Stock Option Plan,  for a description  of the terms
of the Plan and options granted and outstanding.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

Exhibits (7)

1) Agreement and Plan of Merger and Reorganization between DMA-Radtech, Inc. and
Advanced Knowledge, Inc.

2) Advanced Knowledge, Inc. Form 10-SB, filed January 6, 1999.


Reports on Form 8-K

None.

____________________
(6) Shares issued 20,936,069; to be issued 9,230,000.

(7) Previously Filed.

                                      -10-

<PAGE>

                                   SIGNATURES


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

                                               ELECTRO-KINETIC SYSTEMS, INC.

Dated: October 25, 1999                         By: /s/ Julius Cherny


                                                Julius Cherny, Ph.D., President

Pursuant to the  requirements  of the Securities and Exchange Act of 1934,  this
report  has been  signed  below by the  following  person(s)  on  behalf  of the
Registrant and in the capacities indicated and on the dates indicated.

SIGNATURE                          CAPACITY                 DATED


/s/ Julius Cherny                  President, Director      10/25/99
Julius Cherny



/s/ Richard J. L. Herson           Secretary, Treasurer,    10/25/99
Richard J. L. Herson               Director



---------------------              Director                 ______
Daniel Herzka

                                      -11-