SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                                   FORM 10-KSB

              [ 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 UNDER SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                   For the transition period from to ________
              
                        Commission File Number 333-07727

                        SHAMPAN, LAMPORT HOLDINGS LIMITED
                     (formerly Allegiant Technologies Inc.)
                 (Name of Small Business Issuer in Its Charter)

          Washington                                       98-0138706
(State or Other Jurisdiction of                         (I.R.S. Employer
 Incorporation or Organization)                        Identification  No.)

 609 Granville Street, Suite 1260
     Vancouver, B.C., Canada                               V7Y 1G5
(Address of Principal Executive Offices)                  (Zip Code)

         Issuer's Telephone Number, Including Area Code: (604) 687-0888

         Securities registered under Section 12(b) of the Exchange Act:

                                                    Name of Each Exchange on
        Title of Each Class                             Which Registered

            None                                             None

         Securities registered under Section 12(g) of the Exchange Act:

                                      None

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 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]

Shampan,  Lamport  Holdings  Limited's  revenues for the most recent fiscal year
were $62,541.

The  aggregate  market  value  of the  voting  stock of the  Registrant  held by
non-affiliates  of the  Registrant,  based upon the closing  price of the Common
Stock on the OTC Bulletin Board and on the Vancouver  Stock Exchange on February
19, 1999 was approximately $75,500 and $151,000  respectively.  Shares of Common
Stock held by each  officer and  director and by each person who owns 5% or more
of the  outstanding  Common Stock have been excluded in that such persons may be
deemed  to  be  affiliates.  This  determination  of  affiliate  status  is  not
necessarily a conclusive determination for other purposes.

The  number  of shares  outstanding  of the  registrant's  Common  Stock,  as of
February 19, 1999 was 6,748,251.

                       DOCUMENTS INCORPORATED BY REFERENCE

 Document of the Registrant                  Form 10-KSB Reference Location
         None.                                             N/A

<PAGE>


                                     PART I


Item 1.  Description of Business.

General

The  Company  has a  limited  history  of  operations.  It was  incorporated  as
Allegiant  Technologies  Inc.  on  December  28,  1993,  acquired  SuperCard,  a
multimedia software development tool, together with its customer franchise, from
Aldus Corporation on February 4, 1994, and thereafter developed for sale various
product  upgrades  and  ancillary  software   products.   The  Company  incurred
substantial  start up,  development  and other  expenses in excess of  revenues,
which  resulted in  cumulative  net losses  exceeding $5 million.  The Company's
revenues  were  substantially  derived from the sale of SuperCard  and to a much
lesser  extent the sale of ancillary  software  products,  all for the Macintosh
platform.

The Company's  results of operations  were  adversely  impacted by the following
factors:  (1) the Company was not able to secure adequate  financing to complete
new product under development,  including a Windows version of SuperCard, and to
maintain  effective  marketing  strategies,  (2) the Company's existing products
were sold into a market segment that had experienced significant sales declines,
and (3) the  decline  in sales of  Macintosh  computers  and  related  Macintosh
software in general  particularly  in 1995 and 1996. As a  consequence  of these
factors  the  Company  was forced to cease  operations,  change  management  and
undertake a reorganization of its capital.

On May 31, 1998 the Company disposed of its technology  assets to an arms length
purchaser. The proceeds from the sale were used to settle certain obligations of
the  Company.  On July 21,  1998 the  Company  changed  its name from  Allegiant
Technologies Inc. to Shampan, Lamport Holdings Limited. Presently, management is
exploring  and  intends  to  enter  into as of yet  undetermined  new  lines  of
business, which may be highly speculative. The Company will remain dormant until
additional financing is secured and such new operations are determined.

                                  RISK FACTORS

This report contains  forward-looking  statements.  Actual results of operations
may vary from such forward-looking  statements for reasons,  which include those
set forth below.

Liquidity and Capital Resources

The Company has sustained  substantial operating losses and has used substantial
amounts of  working  capital in its  operations  to  December  31,  1998.  As of
December  31,  1998 the Company  had cash  equivalents  of $10,776 and a working
capital deficit of $246,582.  Total liabilities exceeded the book value of total
assets by $246,582.

The Company's  ability to satisfy its  liabilities  and meet its  obligations as
they  become due is  dependent  upon its  ability to secure  additional  funding
through public or private sales of securities,  including  equity  securities of
the Company and there are no  assurances  that the Company will be successful in
securing  additional  funding.  As a  consequence,  there exists a risk that the
Company will be forced to seek  protection  from its creditors  under federal or
state bankruptcy statutes.

Future Operations

Management is exploring and intends to enter into as yet  undetermined new lines
of  business,  which may be  highly  speculative  ventures  and which may not be
profitable.

Item 2.  Description of Property.

Item 2 is not applicable

Item 3.  Legal Proceedings.

Item 3 is not applicable

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

Item 4 is not applicable


<PAGE>


                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.

Market for Common Equity

The Company's  Common Stock is traded on the OTC Bulletin Board under the symbol
"SLHX",  and has been so traded  since July 21, 1998,  after giving  effect to a
four for one share reverse split. It previously traded on the OTC Bulletin Board
under the symbol "ALGT".

The Company's  Common Stock is also traded on the Vancouver Stock Exchange under
the symbol  "SLL.U" and has been so traded  since July 21,  1998,  after  giving
effect  to a four for one  share  reverse  split.  It  previously  traded on the
Vancouver Stock Exchange under the symbol "AGH.U".

The  following  table  sets  forth  the high  and low  prices  per  share of the
Company's  Common Stock on the OTC Bulletin Board for all fiscal  quarters since
January 1, 1997. These quotations reflect  inter-dealer  prices,  without retail
mark-up,  mark-down or commission and may not represent actual  transactions and
have been adjusted, where appropriate, to reflect the four for one share reverse
split.


    Quarter
    Ended                            High                        Low

    March 31, 1997*                  $2.00                      $1.12
    June 30, 1997*                   $1.00                      $0.48
    September 30, 1997*              $0.64                      $0.24
    December 31, 1997*               $0.60                      $0.12


    March 31, 1998*                  $0.24                      $0.08
    June 30, 1998*                   $0.36                      $0.16
    September 30, 1998*              $0.28                      $0.07
    December 31, 1998                $0.30                      $0.01

   * adjusted for a four for one share reverse  split that was made  effective
July 21, 1998.



The  following  table  sets  forth  the high  and low  prices  per  share of the
Company's  Common Stock on the Vancouver  Stock Exchange for all fiscal quarters
since January 1, 1997. They have been adjusted,  where  appropriate,  to reflect
the four for one share reverse split.


     Quarter
     Ended                             High                       Low

     March 31, 1997*                  $1.80                      $1.16
     June 30, 1997*                   $1.60                      $0.32
     September 30, 1997*              $0.40                      $0.12
     December 31, 1997*               $0.96                      $0.12


     March 31, 1998*                  $0.28                      $0.16
     June 30, 1998*                   $0.28                      $0.16
     September 30, 1998*              $0.20                      $0.20
     December 31, 1998                $0.20                      $0.09

     * adjusted for a four for one share reverse  split that was made  effective
July 21, 1998.

On February 19, 1999,  the last  reported bid and ask prices of the Common Stock
on the OTC Bulletin Board and on the Vancouver Stock Exchange were as follows:

                                                     Bid               Ask
OTC Bulletin Board                                   $n/a              $n/a
Vancouver Stock Exchange                             $0.10             $0.25

As at  December  31, 1998 there were  approximately  50 holders of record of the
Company's Common Stock.

<PAGE>

Dividends

The Company has not paid any dividends on its Common Stock since its  inception.
The payment of future  cash  dividends  will depend on such  factors as earnings
levels, anticipated capital requirements,  the operating and financial condition
of the Company and other factors deemed relevant by the Board of Directors.

Sales of Unregistered Securities

Sales of unregistered securities, by the Company, during the year ended December
31, 1998 are as follows:

<TABLE>
<CAPTION>
Date                       Securities
Of  Issuance               Identity               Sold(1)              Consideration             Exemption
<S>                        <C>              <C>                        <C>                       <C>
January 15, 1998           Investors        1,400,000 shares of        $210,000                  Section 4(2)
                           (2 persons)      common stock and
                                            warrants to purchase
                                            1,400,000 shares of
                                            common stock

January 15, 1998           Creditor         300,000 shares of          $ 45,000                  Regulation S
                           (1 person)       common stock               Debt Settlement

January 15, 1998           Creditors        3,300,000 shares of        $495,000                  Section 4(2)
                           (5 persons)      common stock and           Debt Settlement
                                            warrants to purchase
                                            283,333 shares of
                                            common stock

May 28, 1998               Creditor         150,000 shares of          Finance Fee                Section 4(2)
                           (1 person)       common stock               $50,000 loan

(1)  The number of shares and  warrants  issued have been  adjusted to reflect a
     four for one  share  split  that was made  effective  July 21,  1998.  Each
     warrant entitles the holder to purchase on common share of the Company at a
     purchase price of $0.1725 until October 15, 1999.

</TABLE>

Item 6.  Management's Discussion and Analysis and Plan of Operations.

This  section  contains  forward-looking   statements  regarding  the  Company's
business and financial condition.  No assurance can be given that actual results
of operations  will not differ  materially from the  forward-looking  statements
contained herein. See "Business-Risk Factors."

Overview

The Company has a limited history of operations and no history of profitability.
As at December  31, 1998 the Company had  cumulative  net losses of  $5,157,747.
During  the 1998  year the  Company  was  forced to cease  operations,  sell its
technology assets and commence a capital reorganization.  Presently,  management
is  exploring  and  intends  to enter into as of yet  undetermined  new lines of
business, which may be highly speculative. The Company will remain dormant until
additional financing is secured and such new operations are determined.

See  Notes  to the  Financial  Statements  for a  description  of the  Company's
significant accounting policies.

Liquidity and Capital Resources

The Company has sustained  substantial operating losses and has used substantial
amounts of  working  capital in its  operations  to  December  31,  1998.  As of
December  31,  1998 the Company  had cash  equivalents  of $10,776 and a working
capital deficit of $246,582.  Total liabilities exceeded the book value of total
assets by $246,582.

The Company's  ability to satisfy its  liabilities  and meet its  obligations as
they  become due is  dependent  upon its  ability to secure  additional  funding
through public or private sales of securities,  including  equity  securities of
the Company and there are no  assurances  that the Company will be successful in
securing  additional  funding.  As a  consequence,  there exists a risk that the
Company will be forced to seek  protection  from its creditors  under federal or
state bankruptcy statutes.

<PAGE>

Capital Reorganization

During  the year the  Company  completed  the  following  reorganization  of its
capital:

     1.  Principals  of the Company  surrendered  for  cancellation  162,500 and
337,500 escrowed shares of common stock in the 1997 and 1998 years respectively.
(2,000,000 pre-split shares in the aggregate)

     2. The Company  completed a for a four for one reverse  split of its common
stock and a change of its name from  Allegiant  Technologies  Inc.  to  Shampan,
Lamport Holdings Limited.

     3. The Company issued 3,600,000 shares of common stock at a deemed price of
$0.15 per share, post reverse split, and  non-transferable  warrants to purchase
283,333 shares of common stock,  at $0.1725 per share until October 15, 1999, in
full settlement and satisfaction of debts of the Company amounting to $540,000.

     4. The  Company  issued  1,400,000  Units at $0.15 per Unit,  post  reverse
split, for aggregate  proceeds of $210,000.  Each Unit consisted of one share of
common stock and one  non-transferable  warrant to purchase one additional share
of common stock at $0.1725 per share until October 15, 1999. The proceeds of the
private  placement  were primarily used to fund the settlement of trade debts of
the Company.

     5. The  Company  sold its  technology  assets  and  product  inventory  for
$40,000.  The proceeds  were used to fund the  settlement  of trade debts of the
Company.

     6. The  Company  borrowed  $50,000  from a  director  of the  Company.  The
proceeds were used to fund certain ongoing obligations of the Company.

     7. The Company  negotiated new terms of payment on an  outstanding  secured
promissory  note in the amount of $100,000,  which was in default as a result of
the Company having failed to make timely interest payments.


Results of Operations

The following table sets forth,  for the periods  indicated,  certain  operating
data as a percentage of net revenue.

<TABLE>
<CAPTION>
                                                                  1997           1998
                                                                  ----           ----
     <S>                                                           <C>           <C>
     Revenue:

        Net product sales                                          100%           100%
        Service fees and royalty income                              -              -
                                                         ----------------------------
                                                                   100            100
     Net revenue
     Cost of revenue                                                42             29
                                                         ----------------------------
        Gross Profit                                                58             71
                                                         ----------------------------

     Expenses:
        Sales and marketing                                         49             40
        Research and development                                    39              3
        General and administrative                                 100            194
        Amortization of purchased intangibles                       11              -
                                                         ----------------------------
                                                                   199            237
                                                         ----------------------------
     Loss from Operations                                         (141)          (166)

     Other Income (Expense)
        Interest income (expense), net                              (5)           (21)
        Finance Fee                                                  -            (24)
        Write-off of intangibles                                   (34)             -
        Gain (Loss) on disposal of property and equipment           (7)             8
        Gain on settlement of debts                                 86             11
                                                         ----------------------------

     Net loss                                                     (101)%         (192)%
                                                         =============================
</TABLE>
<PAGE>

Year Ended December 31, 1998 Compared to Year Ended December 31, 1997

The Company  ceased  operations  and sold its product  inventory and  technology
assets on May 31,  1998 for  $40,000.  The  proceeds  from the sale were used to
settle certain  indebtedness of the Company.  It also reorganized its capital as
previously  disclosed and borrowed the additional sum of $50,000 from a director
so that it could  meet  certain  obligations  during  the year.  A finance  fee,
consisting  of 150,000  shares of common  stock  valued at $15,000,  was paid in
connection with the receipt of the loan.

Revenues were  substantially  generated from the sale of SuperCard.  The Company
did not have the  requisite  capital  to  maintain  sales  and  marketing  staff
throughout 1997 and 1998 or to undertake an effective  marketing campaign and as
a  consequence  sales  declined  precipitously.  As a further  consequence,  the
Company was not able to continue product development,  which was necessary if it
were to continue with the business as a going concern.

General  and  administrative  expenses  consist  primarily  of the  costs of the
Company's finance and  administrative  personnel,  including the chief executive
officer, rent, telephone and utilities and all costs associated with maintaining
a public company in good standing. General and administrative expenses decreased
from  $585,319  in 1997 to  $123,116  in  1998.  The  decrease  in  general  and
administrative expenses is attributable primarily to a reduction in staffing and
the  closure of the San Diego  office.  It is expected  that they will  decrease
further but will remain the Company's  largest  expenditure  until such time the
Company acquires or commences a new line of business.

In 1997 and 1998 the Company  was able to reach  agreements  and settle  certain
trade debts and employee  claims for amounts  less than their face value.  These
agreements  resulted  in a gain on  settlement  of debts of $494,658 in 1997 and
$7,113 in 1998.

Uncertainty due to the YEAR 2000 Issue

The Year 2000 Issue  arises  because  many  computerized  systems use two digits
rather  than  four  digits  to  identify  a  year.  Date-sensitive  systems  may
incorrectly recognize the year 2000 as some other date, resulting in errors. The
effects of the Year 2000 Issue may be experienced before, on or after January 1,
2000 and, if not addressed, the impact on operations and financial reporting may
range from minor errors to significant  systems  failure,  which could affect an
entity's ability to conduct normal business operations. The Company is presently
dormant.  For this  reason,  and  until a new line of  business  is  established
management  believes  that the Year 2000  Issue will not  materially  affect the
Company.  However, it is not possible to be certain that all aspects of the Year
2000 Issue  affecting  the Company,  including  those  related to the efforts of
customers, suppliers or other third parties, will be fully resolved.

Item 7.  Financial Statements.

The  Financial  Statements  of the Company  identified in the Index to Financial
Statements  appearing under "Item 13".  Exhibits and Reports on Form 8-K of this
report are incorporated by reference to Item 13.

Item  8.  Changes  In and  Disagreements  With  Accountants  on  Accounting  and
Financial Disclosure

Item 8 is not applicable


<PAGE>


                                    PART III


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

The  following  individuals  are the  Directors  and  executive  officers of the
Company. Pertinent information relating to these individuals is set forth below.
There are no family relationships between any of the Directors and officers.

The following  table sets forth  certain  information  concerning  the executive
officers and directors of the Company.

<TABLE>
<CAPTION>
    Name                                        Age      Position
<S>                                              <C>     <C>
Steven A. Rothstein(1).......................... 48      President, Chief Executive Officer and Director
William D. McCartney(1)......................... 43      Director
Craig Gould(1).................................. 29      Director
Robert H. Daskal  .............................. 57      Chief Financial Officer
Leonard Petersen ............................... 44      Secretary
--------------------
(1)  Member of the Audit Committee
</TABLE>

Mr.  Rothstein  has  served has  Chairman  of the Board of  Directors  and Chief
Executive  Officer of the  Company  since  October  31,  1997.  He has served as
Chairman  of the Board of  Directors  and Chief  Executive  Officer  of  Olympic
Cascade Financial Corp. since its inception in February 1997. He became a member
of the Board of National  Securities  Corporation  in May 1995 and was appointed
Chairman on August 1, 1995. From 1979 through 1989, Mr. Rothstein was registered
representative,  and Limited Partner at Bear Steams & Co., Chicago, Illinois and
Los Angeles,  California.  From 1989 to 1992, Mr. was a Senior Vice President in
the Chicago office of Oppenheimer  and Company,  Inc. In December 1992 he joined
Rodman and Renshaw,  Inc.,  a  Chicago-based  broker-dealer  serving as Managing
Director, and joined H.J. Meyers, Inc. in Beverly Hills,  California, a New York
Stock  Exchange  member firm in March 1994.  He  resigned  from H.J.  Meyers and
Company in 1995 to associate with National Securities Corporation. Mr. Rothstein
is a 1972 graduate of Brown University, Providence, Rhode Island. Presently, Mr.
Rothstein  is  a  board  member  of  Gateway  Data  Sciences,   Inc.,  SigmaTron
International, Inc. and Vita Food Products, Inc.

Mr. Gould has served as a Director of the Company since  October 31, 1997.  From
1995 to the present,  he has been a Vice President Corporate Finance of National
Securities  Corporation.  Prior to 1995,  Mr. Gould was a finance  consultant at
Merrill,  Lynch,  Pierce,  Fenner and Smith,  Inc. He has a B.A. degree from the
University of Wisconsin.

Mr.  McCartney has served as a Director of the Company since  January,  1994. He
served as Chief Financial Officer and Secretary of the Company from January 1994
to October 31,  1997.  From 1990 to the  present,  he has been the  President of
Pemcorp Management Inc., which provides corporate finance services to public and
private  companies.  Mr. McCartney is a chartered  accountant in the Province of
British  Columbia,  Canada and has a  bachelors  degree in  business  from Simon
Fraser University.

Mr.  Daskal has served as Chief  Financial  Officer of the Company since October
21, 1998. He has served as Senior Vice President,  Chief  Financial  Officer and
Treasurer of Olympic Cascade  Financial  Corp.  since its inception in February,
1997. From 1994 to 1997 Mr. Daskal was a Director,  Executive Vice President and
Chief Financial Officer of Inco Homes Corporation,  and from 1985 to 1994 he was
a Dire  Executive  Vice  President-Finance  and Chief  Financial  Officer of UDC
Homes, Inc. (and its predecessors).  UDC Homes, Inc. filed a petition for relief
under Chapter 11 of the Bankruptcy  Code in May,  1995. Mr. Daskal,  is a former
Tax  Partner  with  Arthur  Andersen & Co.,  became a CPA in  Illinois  in 1967,
received his B.B.A.  and J.D. from the University of Michigan in Ann Arbor.  Mr.
Daskal is presently a director of Inco Homes Corporation.

Mr. Petersen was appointed  Secretary of the Company on October 31, 1997. He was
a Director of the Company from February,  1994 to October 31, 1997. From 1990 to
the present,  he has been a senior  officer of Pemcorp  Management  Inc.,  which
provides  corporate  finance  services  to public  and  private  companies.  Mr.
Petersen has been a director of CVD Financial  Corporation since May 1995 and of
Logan  International  Corp.  since  January  1994.  Mr.  Petersen is a chartered
accountant in the Province of British Columbia, Canada.
<PAGE>

Beneficial Ownership Reporting Compliance

Not applicable.

Item 10.  Executive Compensation.

The following table sets forth all  compensation  awarded to, earned by, or paid
for  services to the  Company in all  capacities  during the fiscal  years ended
December 31, 1996 and 1997 to the Company's chief executive  officer.  Except as
described below, no director or executive officer received total compensation in
respect of the 1997 or 1998 fiscal year exceeding $100,000.


                           Summary Compensation Table
<TABLE>
<CAPTION>
                                                                     Annual Compensation

                                                    Year              Salary          Other(1)           Total

<S>                                                <C>                 <C>            <C>                <C>
Steven A. Rothstein.............................   1998                nil            $  23,000          $ 23,000
President, C.E.O., Director
from November 1 to
December 31, 1997 .............................    1997                nil            nil                nil

Joel B. Staadecker                                 1997               $  47,000      $ 17,100            $ 64,100
President, C.E.O., Director
to October 31, 1997                                1996               $100,000       $ 22,800            $122,800

(1) Other compensation includes $6,000 in accrued management fees and $15,000 in
finance fees paid in connection with the granting of a loan to the Company.
</TABLE>

Directors' Compensation

The Company  does not  currently  compensate  its  directors  under any standard
arrangement,  but are reimbursed for their out-of-pocket  expenses in serving on
the Board of Directors.

The  Company  has  entered  into  indemnification  agreements  with  each of its
directors,  which provide for indemnification of the directors by the Company to
the fullest extent permitted by Washington law.

Grants of Stock Options

No stock options were granted during the year and no options were outstanding as
of December 31, 1998.

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

The following  table sets forth certain  information  with respect to beneficial
ownership of Common  Stock as of February  19,  1999,  by (i) each person who is
known by the Company to beneficially own more than 5% of the outstanding  shares
of  Common  Stock,  (ii)  each of the  Company's  directors,  (iii)  each of the
executive officers named in the Summary  Compensation Table and (iv) all current
directors and executive officers as a group.  Unless otherwise  indicated in the
footnotes  to the table,  each person or entity has sole  voting and  investment
power with respect to all shares of Common Stock shown as beneficially  owned by
such person or entity.

<PAGE>
<TABLE>
<CAPTION>
                                                Number of
                                                  Shares                           Percentage of
                                                Beneficially                        Outstanding
Name of Stockholder                                Owned                              Shares(1)
-------------------                             ------------                       --------------
<S>                                              <C>                                      <C>
Steven A. Rothstein
Chief Executive Officer, Director
2737 Illinois Road
Chicago, Illinois...............................  1,550,000(2)                              20.8%

Craig Gould
Director
1560-875 Michigan Ave.
Chicago Illinois................................    905,555                                 13.4%

William D. McCartney
Director
1260-609 Granville Street
Vancouver, Canada...............................    386,250(3)                               5.7%

Leonard Petersen
Secretary
1260-609 Granville Street
Vancouver, Canada...............................    386,250(4)                                5.7%

Steven Rabinovici
48 Country Drive
Plainview, New York.............................  1,400,000(5)                               18.8%

Robert H. Daskal
1560-875 Michigan Ave.
Chicago, Illinois...............................    905,555                                  13.4%



Mark Roth
2200-1001 Fourth Ave.
Seattle, Washington.............................    905,555                                  13.4%

Joel B. Staadecker
1-1091 Walkers Hook Road
Salt  Spring Island, Canada.....................    498,750                                   7.4%

-------------------------------------------------------------------------
All directors and executive
officers as group (4 persons)...................  3,833,610(6)                               51.4%


(1)The percentages reflected in this column are based on the assumption that the
respective owner exercises any rights he or it has to purchase additional shares
of Common  Stock  within  sixty days from the date hereof and excludes all other
shares of Common  Stock  reserved  for  issuance  upon  exercise of  outstanding
warrants.

(2)  Includes  850,000  shares  of common  stock and  warrants  to  purchase  an
additional 700,000 shares of common stock.

(3) Includes  300,000 shares held indirectly by a company jointly  controlled by
Mr. McCartney and Mr. Petersen  (further  reference to these same shares is made
in note 4). The balance of shares are held indirectly by companies controlled by
Mr. McCartney.

(4) Includes  300,000 shares held indirectly by a company jointly  controlled by
Mr. Petersen and Mr. McCartney  (further  reference to these same shares is made
in note 3). The balance of shares are held indirectly by companies controlled by
Mr. Petersen.

(5)  Includes  700,000  shares  of common  stock and  warrants  to  purchase  an
additional 700,000 shares of common stock.

(6)  Includes  3,133,610  shares of common  stock and  warrants  to  purchase an
additional 700,000 shares of common stock.

</TABLE>
<PAGE>

Item 12.  Certain Relationships and Related Transactions.

Pemcorp  Management Inc., a management  advisory services company  controlled by
Mr.  McCartney  and Mr.  Petersen,  was paid $36,000 for  services  rendered and
$15,000  for the use of office  facilities  during the year ended  December  31,
1998.

The  Company  has accrued  management  fees of $6,000 and $3,000  payable to Mr.
Rothstein,  the  Company's  Chief  Executive  Officer,  and to Mr.  Daskal,  the
Company's Chief Financial Officer, respectively.

The Company  issued 150,000 shares of common stock at a value of $0.10 per share
as a finance fee to Mr.  Rothstein in connection  with a $50,000 loan he made to
the Company.

The Company  accrued  interest  payable in the amount of $13,333 on  outstanding
notes payable to Mr. Rothstein.

<PAGE>


                                    PART IV

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

(a)    Index to Financial Statements.                                Page

       Independent Auditor's Report

       Balance Sheet at December 31, 1997 and 1998

       Statements of Operations For the Years Ended December 31, 1997 and 1998.

       Statement of  Shareholders'  Equity For the Period from December 31, 1996
       through December 31, 1998

       Statements of Cash Flows For the Years Ended December 31, 1997 and 1998.

       Notes to Financial Statements

       All schedules are omitted because the required information is not present
       in amounts  sufficient to require  submission of the schedules or because
       the  information  is  included  in the  financial  statements  and  notes
       thereto.

(b)    Exhibits.


(c)    Reports on Form 8-K.

       not applicable

<PAGE>
                                   SIGNATURES

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

                                      SHAMPAN, LAMPORT HOLDINGS LIMITED



Date: March 8, 1999                    By: /s/ Steven A. Rothstein
                                               Steven A. Rothstein
                                               President and Director
                                               (Chief Executive Officer)



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.


/s/ Steven A. Rothstein                                   March 8, 1999
Steven A. Rothstein
President and Director
(Chief Executive Officer)


/s/ Steven A. Rothstein                                   March 8, 1999
Robert H. Daskal
Chief Financial Officer


/s/ William D. McCartney                                  March 8, 1999
William D. McCartney
Director


/s/ Craig Gould                                           March 8, 1999
Craig Gould
Director


<PAGE>


                              FINANCIAL STATEMENTS


                        SHAMPAN, LAMPORT HOLDINGS LIMITED
                     (formerly Allegiant Technologies Inc.)


                     Years Ended December 31, 1998 and 1997
                        with Independent Auditor's Report





<PAGE>



                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Shareholders
Shampan, Lamport Holdings Limited (formerly Allegiant Technologies Inc.)

We have audited the balance sheets of Shampan,  Lamport  Holdings  Limited as of
December 31, 1998 and 1997, and the related  statements of operations,  retained
earnings,  and cash flows for the 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
in the United States. The results of the audit would not be materially different
had the audit been  conducted in accordance  with  generally  accepted  auditing
standards in Canada.  However,  in the United  States,  reporting  standards for
auditors  require  the  addition  of an  explanatory  paragraph  when  financial
statements are affected by conditions and events that cast substantial  doubt on
the Company's ability to continue as a going concern, such as those described in
Note 1 to these financial  statements.  Those standards require that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free from 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 Shampan,  Lamport  Holdings
Limited as of December 31, 1998 and 1997,  and the results of its operations and
cash  flows for the years  then  ended in  conformity  with  generally  accepted
accounting principles.

The accompanying  financial statements have been prepared assuming that Shampan,
Lamport Holdings Limited will continue as a going concern.  As discussed in Note
1 to the financial  statements,  the Company has sustained substantial operating
losses  since  inception  and has a working  capital  deficit  of  approximately
$246,000 at December 31, 1998. These conditions  raise  substantial  doubt about
the  Company's  ability  to  continue  as a going  concern.  The 1998  financial
statements do not include any adjustments to reflect the possible future effects
on  the  recoverability  and  classifications  of  assets  or  the  amounts  and
classification  of  liabilities  that  may  result  from  the  outcome  of  this
uncertainty.

/s/Moss Adams LLP


Seattle, Washington
February 12, 1999


<PAGE>

SHAMPAN, LAMPORT HOLDINGS LIMITED
(formerly Allegiant Technologies Inc.)
BALANCE SHEETS
(Expressed in United States Dollars)
AS OF DECEMBER 31

<TABLE>
<CAPTION>
                                                                      1997              1998
<S>                                                           <C>               <C>
ASSETS

Current assets:
    Cash                                                      $         35,245   $        10,776
    Accounts receivable, net of allowance for
    doubtful accounts of $10,062 in 1997                                 12,642             -
    Inventories                                                          38,146             -
                                                              -----------------  ---------------
             Total current assets                                        86,033           10,776

Property and equipment, net                                              16,639             -
                                                              -----------------  ---------------

                                                               $        102,672  $        10,776
                                                               ================  ===============

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
    Notes payable to shareholder                               $        100,000  $        150,000
    Note payable                                                         65,000            42,500
    Accounts payable                                                     62,074            31,522
    Accrued liabilities                                                  17,105            33,336
                                                              -----------------  ----------------

             Total current liabilities                                  244,179           257,358

Share subscriptions payable                                             750,000            -
                                                              -----------------  ----------------

                                                                        994,179           257,358
                                                              -----------------  ----------------

Shareholders' deficit:

    Preferred stock, 50,000,000 shares authorized,
      $0.01 par value, none issued or outstanding                        -                  -
    Common stock, 100,000,000 shares authorized,
      $0.01 par value, 1,935,752 and 6,748,252 issued
      and outstanding, in 1997 and 1998, respectively                    19,357           67,482
    Additional paid-in capital                                        4,126,808        4,843,683
    Accumulated deficit                                              (5,037,672)      (5,157,747)
                                                               ----------------  ---------------
                                                                       (891,507)        (246,582)
                                                               ----------------  ---------------
                                                               $        102,672  $        10,776
                                                               ================  ===============

</TABLE>

                             See accompanying notes.

<PAGE>
SHAMPAN, LAMPORT HOLDINGS LIMITED
(formerly Allegiant Technologies Inc.)
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31
(Expressed in United States Dollars)

<TABLE>
<CAPTION>
                                                                       1997               1998
<S>                                                                 <C>             <C>
NET REVENUE                                                         $     585,266   $    62,541

COST OF REVENUE                                                           249,092        18,415
                                                                    -------------   -----------

GROSS PROFIT                                                              336,174        44,126
                                                                    -------------   -----------
EXPENSES
    Sales and marketing                                                   287,386        24,837
    Research and development                                              231,260          -
    General and administrative                                            585,319       123,116
    Amortisation of purchased intangibles                                  62,298           -
                                                                    -------------   -----------

                                                                        1,166,263       147,953
                                                                    -------------   -----------

LOSS FROM OPERATIONS                                                     (830,089)     (103,827)

OTHER INCOME (EXPENSE)
    Interest income                                                          239            -
    Interest expense                                                      (28,188)     (13,333)
    Finance fee                                                              -         (15,000)
    Write-off of intangibles                                             (197,293)         -
    Gain (loss) on disposal of property and equipment                     (38,346)       4,972
                                                                    -------------   -----------

LOSS BEFORE EXTRAORDINARY ITEM                                         (1,093,877)    (127,188)

EXTRAORDINARY ITEM, gain on settlement of obligations                     494,658        7,113
                                                                    -------------   -----------

NET LOSS                                                              $  (599,019)  $ (120,075)
                                                                    =============   ===========

BASIC LOSS PER SHARE                                                  $     (0.38)  $    (0.02)
                                                                    =============   ===========

SHARES USED IN COMPUTING PER SHARE AMOUNTS                              1,577,704    6,459,348
                                                                    =============   ===========
</TABLE>

                             See accompanying notes.



<PAGE>

SHAMPAN,   LAMPORT  HOLDINGS  LIMITED
(formerly  Allegiant  Technologies  Inc.)
STATEMENT OF SHAREHOLDERS' DEFICIT
(Expressed in United States Dollars)

<TABLE>
<CAPTION>
                                                                                                                         Total
                                        Common Stock                              Additional          Accumulated     Shareholders'
                                            Shares              Amount                Paid-in            Deficit          Deficit
<S>                                     <C>                  <C>                <C>                  <C>               <C>

Balances at December 31, 1996           2,026,823            $ 20,268           $   4,025,897        $ (4,438,653)     $ (392,488)

Shares issued -  cash                      71,428                 714                  99,286               -             100,000

Shares cancelled                         (162,500)             (1,625)                  1,625               -                -

Net loss                                       -                   -                     -               (599,019)       (599,019)
                                        ---------            --------           -------------        ------------       ---------

Balance at December 31, 1997             1,935,751             19,357               4,126,808           (5,037,672)      (891,507)

Shares issued -  subscription
                 settlement              5,000,000             50,000                 700,000                -            750,000
Shares cancelled                          (337,500)            (3,375)                  3,375                -               -
Shares issued - bonus                      150,000              1,500                  13,500                -             15,000
Net loss                                       -                   -                     -               (120,075)       (120,075)
                                        ----------           --------           -------------        ------------      ----------


Balances at December 31, 1998           6,748,251            $ 67,482           $   4,843,683        $ (5,157,747)     $ (246,582)
                                        =========            ========           =============        ============      ==========

</TABLE>
                                                  See accompanying notes.



<PAGE>

SHAMPAN, LAMPORT HOLDINGS LIMITED (formerly Allegiant Technologies Inc.)
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31
(Expressed in United States Dollars)

<TABLE>
<CAPTION>
                                                                                      1997           1998
<S>                                                                            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                                   $    (599,019) $ (120,075)
    Adjustments to reconcile net loss to net cash from operating activities
    Amortisation and depreciation                                                    126,523          -
    Write-off of intangibles                                                         197,293          -
    (Gain) loss on disposal of property and equipment                                 38,346      (4,972)
    Extraordinary gain on settlement of obligations                                 (494,650)     (7,113)
    Accounts payable settled with share subscriptions                                 90,000           -
    Finance fee paid in common stock                                                       -      15,000
    Changes in operating assets and liabilities
       Accounts receivable                                                            24,442      12,642
       Inventories                                                                   162,057      38,146
       Prepaid expenses and other                                                     80,829           -
       Accounts payable and accrued liabilities                                     (121,327)     (7,208)
       Deferred revenues                                                             (34,563)         -
                                                                                -------------  ---------

                                                                                    (530,069)    (73,580)
                                                                                -------------  ---------

CASH FLOWS FROM INVESTING ACTIVITIES
    Proceeds on sale of property and equipment                                        62,738      21,611
                                                                                -------------  ---------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from issuance of common stock                                           100,000          -
    Proceeds from share subscriptions                                                210,000          -
    Proceeds from issuance of notes payable                                          100,000      50,000
    Payments on notes payable                                                        (16,534)    (22,500)
    Payment on debentures payable                                                     (7,500)          -
                                                                                -------------  ---------

                                                                                     385,966      27,500
                                                                                -------------  ---------

Change in cash and cash equivalents                                                  (81,365)    (24,469)

Cash and cash equivalents, beginning of year                                         116,610      35,245
                                                                                -------------  ---------

Cash and cash equivalents, end of year                                         $      35,245   $  10,776
                                                                                =============  =========

SUPPLEMENTAL CASH FLOW INFORMATION
    Interest paid                                                              $      20,188   $       -
                                                                                =============  =========

    Share subscription issued for settlement of debentures                     $     450,000
                                                                                =============           

    Note payable issued for settlement of debentures                           $      42,500
                                                                                =============           

    Common stock issued for settlement of share subscriptions                                  $ 750,000
                                                                                               =========

</TABLE>


                             See accompanying notes.

<PAGE>

SHAMPAN,  LAMPORT HOLDINGS LIMITED
(formerly Allegiant  Technologies Inc.)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
DECEMBER 31, 1998

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

The Company was  incorporated in Washington  State,  U.S.A. on December 28, 1993
and  changed its name from  Allegiant  Technologies  Inc.  to  Shampan,  Lamport
Holdings Limited effective July 21, 1998.

The Company discontinued its principal line of business,  developing,  marketing
and supporting  interactive  multimedia  development  software  during 1997. The
Company has settled various  obligations  recognising an  extraordinary  gain on
settlement of $494,658 ($0.31 per share) in 1997 and $7,113 (less than $0.01 per
share) in 1998. On May 31, 1998 the Company disposed of its remaining  inventory
and technology assets.

Management Plans on Continued Existence

The  accompanying  financial  statements  have been prepared in conformity  with
generally  accepted  accounting   principles,   in  the  United  States,   which
contemplates  the continuation of the Company as a going concern.  However,  the
Company sustained  substantial  operating losses and used substantial amounts of
working  capital in its prior  operations.  As of  December  31,  1998,  current
liabilities exceeded current assets by $246,582.

Management is exploring and intends to enter into as yet  undetermined new lines
of business,  which may be highly  speculative.  The Company will remain dormant
until additional financing is secured and such new operations are determined.

The Company's  ability to continue as a going concern is dependent  upon,  among
other things, its ability to secure additional funding which is not assured. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial  statements and accompanying notes.
Actual results could differ from those estimates.

Inventories

Inventories  consisted primarily of software media,  manuals and related packing
materials.  Inventories  were valued at standard cost,  which  approximated  the
lower of cost, determined on a first-in, first-out basis, or market.

Property and Equipment

Property and equipment were recorded at cost. Depreciation was provided over the
estimated useful lives ranging from three to seven years using the straight-line
method.

<PAGE>

SHAMPAN, LAMPORT HOLDINGS LIMITED
(formerly Allegiant  Technologies Inc.)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
DECEMBER 31, 1998

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Intangible Assets

Intangible  assets were  recorded at cost.  Amortisation  was provided  over the
estimated useful lives of five years using the straight-line method.  Management
evaluated the future  realization of intangible  assets quarterly and wrote down
any amounts  that  management  deemed  unlikely to be recovered  through  future
product sales. The unamortised balance of $197,293 was charged to expense during
1997.

Advertising Costs

Advertising  costs are  expensed as  incurred.  Included in sales and  marketing
expense are advertising  costs of $55,924 and in 1997. There were no advertising
costs in 1998.

Revenue Recognition

Prior to the Company being  dormant,  revenue was derived from product sales and
licenses,  maintenance  contracts and  consulting,  training and other services.
Revenues from product sales and licenses  were  recognized  upon shipment of the
products.  Revenue from  software  maintenance  contracts  was  recognized  on a
straight-line  basis over the term of the contract,  generally one year. Revenue
from  consulting,  training and other services were  recognized in the period in
which  services  were  performed and earned in  accordance  with the  respective
agreements.  To the extent that an engagement was projected to be completed at a
loss, a provision for the full amount of the loss was provided at that time.

The Company  entered into  agreements  whereby it licensed  products or provided
customers the right to multiple copies.  Such agreements  generally provided for
non-refundable fixed fees which are recognized at delivery of the product master
or the first copy. Per copy royalties in excess of the fixed minimum amounts and
refundable  license  fees were  recognized  as revenue  when such  amounts  were
reported to the Company and no longer refundable.

Stock Options

The Company has elected to follow  Accounting  Principles  Board Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB 25) and related  Interpretations
in accounting for its employee stock options. Under APB 25, because the exercise
price of the Company's  employee stock options  equals,  or is greater than, the
market  price of the  underlying  stock on the date of  grant,  no  compensation
expense is recognized.

Stock Split

In  July  1998,   outstanding   shares  of  common  stock  were  reverse   split
one-for-four. All share and per share amounts have been restated.

Earnings Per Share

During 1997 the Company  adopted  Statement  of  Financial  Accounting  Standard
(SFAS) No. 128.  "Earnings  Per Share".  Under SFAS No. 128 basic  earnings  per
share (EPS) of common stock is calculated based upon the weighted average number
of common stock  outstanding.  The  computation of diluted EPS is similar to the
computation of basic EPS except that the denominator is increased to include the
number of  additional  common  shares  that would have been  outstanding  if the
dilutive potential common shares had been issued. As the Company recorded losses
in 1997 and 1998 there were no dilutive potential common shares.

<PAGE>

SHAMPAN, LAMPORT HOLDINGS LIMITED
(formerly Allegiant  Technologies Inc.)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
DECEMBER 31, 1998

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

United States Generally Accepted Accounting Principles

Accounting  under  United  States and  Canadian  generally  accepted  accounting
principles is substantially  the same with respect to the accounting  principles
used by the Company in the preparation of these financial statements.

Reclassifications  -  Certain  reclassifications  have  been  made  to the  1997
financial   statements   to   conform   with   the  1998   presentation.   These
reclassifications  have no effect on the financial position or operating results
of the Company.

2. PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
                                                                                            1997         1998
<S>                                                                                     <C>          <C>
Property and equipment at December 31 consists of:

    Furniture and fixtures                                                              $    6,639   $     -
    Office equipment                                                                        15,998         -
    Computer equipment                                                                      37,035         -
                                                                                        ----------   ----------
                                                                                            59,672         -
    Accumulated depreciation                                                               (43,033)        -
                                                                                        ----------   ----------
                                                                                        $   16,639   $     -
                                                                                        ==========   ==========
</TABLE>

3. INTANGIBLE ASSETS

<TABLE>
<CAPTION>
                                              
                                                                                             1997        1998
<S>                                                                                     <C>         <C>
Intangible assets at December 31 consist of:

    Acquisition costs                                                                   $ 498,000   $      -
    Royalty buyout                                                                        100,000          -
                                                                                        ---------   ----------
                                                                                          598,000          -
    Accumulated amortisation                                                             (400,707)         -
    Write-off of unamortised balance                                                     (197,293)         -
                                                                                        ---------   ----------
                                                                                        $    -      $      -
                                                                                        =========   ==========
</TABLE>

Acquisition costs include goodwill,  product technology and related  acquisition
costs.

<PAGE>

SHAMPAN, LAMPORT HOLDINGS LIMITED
(formerly Allegiant  Technologies Inc.)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
DECEMBER 31, 1998

4. NOTES PAYABLE

<TABLE>
<CAPTION>
                                                                                           1997          1998
<S>                                                                                   <C>             <C>
Notepayable  to  Shareholder  - On February  13, 1997 the Company  issued a note
payable in connection  with a proposed  private  placement of debt securities in
the amount of $750,000.  The Company was advanced the sum of $100,000  under the
Note.  The Note is secured by the assets of the Company and bore interest at the
First  National  Bank & Trust  Company of Chicago  prime rate plus 2% per annum,
which was payable quarterly  commencing on July 15, 1997. The holder of the Note
subsequently  agreed  to  accrue  interest  at the  fixed  rate of 10% per annum
commencing  January 1, 1998 and defer  payment  of  interest  and the  principal
amount  of the Note  until  the  later of May 1,  1999 or the date on which  the
holder demands payment.                                                               $   100,000   $  100,000

Note payable to  Shareholder - On May 1, 1998, the Company issued a note payable
in  connection  with the receipt of  $50,000.  The Note is  unsecured  and bears
interest at the fixed rate of 10% per annum.  The  principal  amount of the note
together  with  accrued  interest is due and payable on the later of May 1, 1999
and the date on which the holder demands payment.                                             -         50,000
                                                                                        ---------   ----------  
                                                                                        $ 100,000   $  150,000
                                                                                        =========   ==========
Note payable, due November 4, 1998. The note is unsecured,  non-interest bearing
and currently in default.                                                               $  42,500   $   42,500

Notes payable paid in full in 1998.                                                        22,500          -
                                                                                        ---------   ----------
                                                                                        $  65,000   $   42,500
                                                                                        =========   ==========
</TABLE>

5. SUBSCRIPTIONS PAYABLE

<TABLE>
<CAPTION>
                                                                                           1997         1998
<S>                                                                                     <C>         <C>
On October 15, 1997, the Company received  proceeds from a private  placement of
1,400,000  Units at $0.15 each.  Each Unit consists of one share of common stock
and one two year  non-transferrable  warrant to purchase on additional  share of
common  stock at $0.15 per share  during the first year and at $0.1725 per share
during the second year, on a post reverse split basis.                                 $ 210,000   $     -

The Company agreed to issue  3,600,000  shares of common stock at a deemed price
of $0.15  per  share  and two year  non-transferable  warrants  to  purchase  an
additional  283,333 shares of common stock, at $0.15 per share in the first year
and at $0.1725 per share in the second year, in full settlement and satisfaction
of certain debts of the Company.                                                          540,000         -
                                                                                        ---------   ----------
                                                                                        $ 750,000   $     -

</TABLE>

The afore-mentioned shares of the Company's common stock were issued in January,
1998.

<PAGE>

SHAMPAN, LAMPORT HOLDINGS LIMITED
(formerly Allegiant  Technologies Inc.)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
DECEMBER 31, 1998

6.  INCOME TAXES

Significant  components of the Company's  deferred tax assets as of December 31,
1997 and 1998,  respectively,  are shown below.  A valuation  allowance has been
recognized  to offset the deferred tax assets as  realization  of such assets is
uncertain.

<TABLE>
<CAPTION>
                                                                                             1997         1998
<S>                                                                                     <C>           <C>
Deferred tax assets:
    Net operating loss carryforwards                                                    $ 1,935,000   $ 2,007,000
    Research and development credits                                                        157,000       157,000
    Other - net                                                                              30,000        26,000
                                                                                        -----------   -----------
Total deferred tax assets                                                                 2,122,000      2,190,000
Valuation allowance for deferred tax assets                                              (2,122,000)    (2,190,000)
                                                                                        -----------   ------------
                                                                                        $      -      $       -
                                                                                        ===========   ============
</TABLE>

At December 31, 1998,  the Company has federal and  California tax net operating
loss carryforwards of approximately $5.1 million and $4.4 million, respectively.
The Company also has federal and California  research  credit  carryforwards  of
approximately  $114,000  and  $64,000,   respectively.   The  federal  tax  loss
carryforward and the research credit  carryforwards  will begin expiring in 2009
unless  previously  utilized.  The California tax loss  carryforward  will begin
expiring in 2002 unless previously utilized.

In accordance with certain  provisions of the Internal Revenue Code, a change in
ownership of a corporation of greater than 50 percent within a three-year period
will place an annual  limitation  on the  corporation's  ability to utilize  its
existing tax loss and tax credit carryforwards.


7. CAPITAL STOCK

Performance shares

Included  in issued and  outstanding  common  shares at  December  31,  1997 are
337,500  performance  shares,  which would have been released from escrow on the
basis of 1 share for every $0.52 Cdn of pre-tax  cash earned by the Company on a
cumulative  basis. In March 1998, the holders of these shares  surrendered  them
for cancellation. These shares are not included in the determination of loss per
share.

Stock options

The Company  established  a stock option plan ("the  Plan") to grant  options to
purchase  common stock to  employees,  officers,  non-employee  directors of the
Company and certain other individuals.  The Plan authorizes the Company to issue
or grant stock  options to purchase up to 629,475  shares of its common stock as
of December 31, 1998.

<PAGE>

SHAMPAN, LAMPORT HOLDINGS LIMITED
(formerly Allegiant  Technologies Inc.)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
DECEMBER 31, 1998

7. CAPITAL STOCK (Continued)

Stock options

A summary of the Company's stock option  activity,  and related  information for
the years ended December 31, 1997 and 1998 is as follows:

                                                              Weighted
                                                               Average
                                                              Exercise
                                                 Options       Price

Outstanding at December 31, 1996                 481,875      $  3.00
    Granted                                         -             -
    Cancelled                                   (481,875)        3.00
                                                --------       ------
Outstanding at December 31, 1997 and 1998           -
                                                ========

Pro  forma  information  regarding  net  loss is  required  to be  disclosed  in
accordance  with SFAS No.  123,  and has been  determined  as if the Company has
accounted for its employee stock options under the fair value method  prescribed
in that Statement.  The fair value of these options was estimated at the date of
grant using the Black-Scholes  option pricing model with the following  weighted
average  assumptions  for 1997;  risk free interest  rate of 5% to 6%,  dividend
yield of 0%, and a weighted-average life of the options of 5 years.

For purposes of pro forma  disclosures,  the estimated fair value of the options
is  amortised  to expense over the vesting  period of the related  options.  The
Company's pro forma information follows:


                                               1997           1998

Pro forma net loss                       $   589,995      $  120,075
Pro forma loss per share                 $      0.37      $     0.02


Warrants

As of December 31, 1998,  the Company has  outstanding  warrants  entitling  the
holders  to  purchase  a total of  1,754,761  common  shares of the  Company  as
follows:

           Number          Exercise
         of Shares          Price            Expiration Date

          71,428          $  1.60            April 15, 1999
       1,683,333           0.1725           October 15, 1999
       ---------   
       1,754,761
       =========

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SHAMPAN, LAMPORT HOLDINGS LIMITED
(formerly Allegiant  Technologies Inc.)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
DECEMBER 31, 1998



8. RELATED PARTY TRANSACTIONS

During the years ended  December 31, 1997 and 1998, the Company paid or accrued,
the following amounts to related parties:


                                             1997          1998

Management fees                        $  45,000      $  45,000
Rent                                        -            15,000
Interest                                   8,000         13,333
Finance fee                                 -            15,000
                                       ---------      ---------
                                       $  53,000      $  88,333
                                        =========      =========


Notes  payable to a  shareholder  are $100,000 and $150,000 at December 31, 1997
and 1998, respectively.

Included  in accrued  liabilities  at  December  31,  1998 is $21,333 of accrued
interest due to a director of the Company.


9. GEOGRAPHIC INFORMATION

Substantially all the Company's operations, employees and assets were located in
the United  States  during  1997.  At December 31,  1998,  all of the  Company's
operations and assets are currently located in Canada.

                                         1997            1998
Sales by geographical region
    Japan                            $  27,350       $   -
    Europe                              93,378           -
    Other                               36,604           -
                                     ---------       ---------
Total export sales                     157,332           -
United States                          427,934          62,541
                                     ---------       ---------
Net sales                            $ 585,266       $  62,541
                                     =========       =========

10. YEAR 2000 ISSUE

Management has completed a review of the Company's systems, and believes,  given
the dormant  nature of the Company,  that any costs to be incurred to ensure its
systems are Year 2000 compliant will not be significant.

Because of the unprecedented nature of the Year 2000 Issue, its effects will not
be fully  determinable  until the year 2000 and  thereafter.  Management  cannot
assure that the Company is or will be Year 2000 ready,  that new business lines,
if any,  will be Year 2000 ready,  or that  parties  with whom the Company  does
business will be Year 2000 ready.

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