SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]  Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934. For the Fiscal Year ended December 31, 1999.

[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934. For the transition period from ________ to ________.

Commission file number: 0-26828

                                MORO CORPORATION
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

              Delaware                                      51-0338736
     ----------------------------                       -------------------
     (State or other jurisdiction                        (I.R.S. Employer
          of organization)                              Identification No.)

                             Bala Pointe, Suite 240
                           111 Presidential Boulevard
                         Bala Cynwyd, Pennsylvania 19004
              -----------------------------------------------------
              (Address of principal executive offices and zip code)

                                 (610) 667-9050
                           ---------------------------
                           (Issuer's telephone number)

Securities registered under Section 12(b) of the Act: None

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

                          Common Stock, Par Value $.001
                          -----------------------------
                              (Title of each Class)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or 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 no disclosure will be contained, to the
best of registrant's knowledge, in a definitive proxy or information statement
incorporated by reference in Part III of this Form 10-K or amendment to this
Form 10-K [X]

Issuer's revenues for its most recent fiscal year: $0.

As of April 12, 2000, the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock was $0.


<PAGE>


                   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS)

Check whether the issuer has filed all documents and reports to be filed by
Section 12, 13, or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by the court. Yes [X] No [ ].

As of April 12, 2000, the number of shares outstanding of each class of common
equity was 5,600,000 shares of Common Stock, par value $.001.


<PAGE>



PART I

Item 1. Description of Business

     The Company was organized as a Delaware corporation on February 12, 1992 to
establish a national television network to broadcast high quality television
programming, under the trade name "Cafe USA", to large, enclosed shopping mall
food courts throughout the country. The Company's business was not successful,
generated limited revenues, and substantial losses were incurred.

     On August 13, 1998, the Company filed a Petition for relief under Chapter
11 of the Bankruptcy Code. On May 7, 1999, the United States Bankruptcy Court
for the District of Delaware confirmed the First Modified Chapter 11 Plan of
Reorganization of the Company ("Plan"). The Plan provided for allocation of the
Company's remaining assets pursuant to the priorities established by the
Bankruptcy Code. The Plan also provided that all of the equity securities of the
Company outstanding prior to confirmation of the Plan were canceled and that the
stock of the Company would be issued as follows: 85% to David and Jacqueline
Menard; 10% to the Company's former shareholders; and 5% to the Company's
unsecured creditors.

     On June 7, 1999, the Company changed its name from Food Court Entertainment
Network, Inc. to Moro Corporation.

     Following its emergence from bankruptcy, the Company has engaged in the
identification, evaluation and investigation of prospective business
opportunities. On March 31, 2000, the Company acquired substantially all of the
operating assets and inventories of J.M. Ahle Co., Inc., a distributor of
reinforcing steel to the construction industry. The Company intends to expand
the business of J.M. Ahle Co., Inc., and to continue to investigate and, if
appropriate, pursue other potential business acquisitions. Management presently
has no other specific additional businesses in mind for potential acquisition.

     At the close of business on March 31, 2000, the Company, through its newly
formed subsidiary, Moro Acquisition Corp. ("MAC"), purchased substantially all
of the operating assets and inventories of J.M. Ahle Co., Inc., a New Jersey
corporation ("Ahle"). Ahle is a distributor of reinforcing steel to contractors
and subcontractors for use in the construction of highways, airports, bridges,
treatment facilities, schools, public facilities, industrial and commercial
buildings, and other structures. The Company, through its subsidiary MAC,
intends to


<PAGE>


continue the business of Ahle under the name J.M. Ahle Co., Inc.

     As part of the transaction, MAC assumed substantially all of the known
operating liabilities of Ahle. In addition, MAC acquired the assets of Ahle for
their net book value plus $100,000, all as set forth in the Asset Purchase
Agreement. At the time of the closing, the purchase price paid by MAC to Ahle
was estimated by the parties to be $1,570,000. The final purchase price will be
determined by the parties following the preparation of the closing balance sheet
of Ahle.

     For calendar year 1999, Ahle reported unaudited sales and operating income
before taxes of approximately $8,000,000 and $540,000, respectively.

     An amount equal to $250,000 of the purchase price is to be paid pursuant to
two promissory notes of MAC, each of which were guaranteed by David W. Menard
and his wife. The first note is in the amount of $150,000, is due in full on
March 31, 2001, and bears interest at 8% per annum. The second note is in the
amount of $100,000, does not bear interest, and is payable in 12 equal quarterly
installments commencing on April 1, 2001 with the final installment due on
January 1, 2004. The remainder of the purchase price was funded by the Company's
cash resources and a line of credit made available to MAC from Sovereign Bank of
Wyomissing, Pennsylvania, in the amount of up to $1,250,000, a term loan of
$125,000 from Sovereign Bank to MAC, and a subordinated loan from David W.
Menard and his wife to MAC in the amount of $300,000.

     In connection with this transaction, David W. Menard and his wife, the
Company's principal stockholder, contributed $205,750 of cash as additional
paid-in-capital and in connection therewith no additional shares of Common
Stock were issued. In addition, 571,429 shares of Common Stock were sold by the
Company in a private placement at $.35 per share resulting in total proceeds of
$200,000.

     Any financial statements required to be filed in connection with the
acquisition of Ahle pursuant to Item 7 of Form 8-K will be filed not later than
sixty days after the date of this filing.

Employees

     As of December 31, 1999, the Company did not have any employees. As of the
close of business on March 31, 2000, the Company had 17 employees, all employed
by MAC on a full time basis.


                                       2

<PAGE>


Item 2. Description of Property.

     Following the confirmation of the Plan, the Company has been headquartered
at the offices of Colmen Menard Company, Inc. ("Colmen Menard") at 111
Presidential Boulevard, Suite 240, Bala Cynwyd, Pennsylvania 19004, telephone
610-667-9050, fax 610-667- 9915. Colmen Menard, which is owned by the David
Menard, has agreed to provide, for the foreseeable future, offices, facilities
and secretarial and administrative services without cost to the Company.

     The Company's subsidiary, MAC, operates from an approximately 2,000 square
foot leased warehouse facility and contiguous 3 acre yard site located at Foot
of Herman Street, South River, New Jersey. The lease provides for a rental
payment of $3764 per month and expires on May 1, 2001.

Item 3. Legal Proceedings.

     Following the confirmation of the Plan, all existing litigation involving
the Company was discharged, and the Company is not currently involved in any
legal proceedings.

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

     Not applicable.

PART II

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

     The authorized capital stock of the Company consists of 25,000,000 shares
of Common Stock, par value $.001 per share, and 5,000,000 shares of preferred
stock, par value $.001 per share (the "Preferred Stock"). In view of the
Company's present financial status and contemplated financial requirements, the
payment of dividends in the foreseeable future is highly unlikely. No current
public trading market for the shares of Common Stock exists. The extent of the
market for the shares and the prices at which the shares may trade cannot be
predicted.

     On March 31, 2000, the Company sold 571,429 shares of Common Stock at $.35
per share for an aggregate of $200,000 to four accredited investors and issued
28,571 shares at $.35 per share in exchange for legal services rendered to the
Company. The shares were issued pursuant to the exemption from registration set
forth in Section 4(2) and Rule 506 promulgated under the Act, and


                                       3

<PAGE>


constitute restricted securities as such term is defined under Rule 144
promulgated under the Act.

Item 6. Management's Discussion and Analysis or Plan of Operation.

Plan of Operations

     The Company engages in the identification, evaluation and investigation of
prospective business opportunities, and if believed warranted, to acquire such
businesses. On March 31, 2000, the Company acquired substantially all of the
operating assets of J.M. Ahle Co., Inc. ("Ahle"), a distributor of reinforcing
steel to the construction industry. The Company intends to expand the business
of Ahle and to continue to investigate and, if appropriate, pursue other
potential business acquisitions. Management presently has no other specific
additional businesses in mind for potential acquisition.

Liquidity and Capital Resources

     The Company's sole officer and director, David W. Menard, intends, for the
foreseeable future, to advance to the Company such funds as are necessary for
the Company to comply with its reporting requirements under any applicable
federal and state securities laws, and to file all required federal, state and
local tax returns. Mr. Menard estimates that these expenses will aggregate
approximately $50,000 during the first year. It is anticipated that such
advances will be accrued as a liability of the Company to Mr. Menard unless
otherwise determined between the Company and Mr. Menard. Mr. Menard may,
however, discontinue such advances at any time in his sole discretion.

     The Company financed the purchase of Ahle in March 2000 through a
combination of bank financing, loans and capital contributions from its
principal stockholder, and sales of equity securities of the Company. The
Company intends to finance the operations of Ahle through use of the bank line
of credit as well as from funds generated by the operations of Ahle.


                                       4

<PAGE>


Item 7. Financial Statements.

                                                                           Page
                                                                           ----
Report of Independent Auditors                                              F-1

Balance Sheets                                                              F-2

Statement of Operations                                                     F-3

Statement of Stockholders' Equity                                           F-4

Statement of Cash Flows                                                     F-5

Notes to Financial Statements                                               F-6


                                       5

<PAGE>


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

     Effective June 14, 1999, the Company retained Schiffman Hughes Brown, P.C.,
CPA's, 790 Penllyn Pike, Suite 302, Blue Bell, Pennsylvania 19422 to audit the
Company's 1998 financial statements. The Company's management determined that an
accounting firm located in close proximity to the Company's new location could
perform the audit more efficiently. On January 1, 2000 Schiffman Hughes Brown,
P.C. merged its practice with Larson Allen Weishair & Co., LLP.

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons

     Effective as of the confirmation of the Plan, David W. Menard became the
sole director and officer of the Company. With his spouse, Mr. Menard was as of
December 31, 1999 the owner of 85% of the outstanding shares of the Company's
Common Stock. In the future, it is possible that additional directors and
officers will be selected.

     David W. Menard is founder, principal shareholder, President and CEO of
Colmen Menard Company, a private investment banking firm founded in 1993, that
provides merger and acquisition, corporate finance and business advisory
services. David W. Menard was co- founder, President and a fifty percent
shareholder of a predecessor affiliate founded in 1983. During the past fifteen
years, David W. Menard has managed and overseen, in the role of an intermediary,
over one hundred merger and acquisition transactions.

     Prior to 1983, David W. Menard was employed, chronologically, in a variety
of primarily accounting, financial and general management positions with Price
Waterhouse (accounting/management consulting), WR Grace & Co. (controllership/
planning/acquisitions), First Jersey National Corporation now part of Fleet
Financial Group (Vice President-Finance and CFO), and IU International
Corporation (Vice President and CFO of Gotaas-Larsen Shipping
Corporation/Corporate Vice President of Audit Services).

     David W. Menard obtained a BS Degree in Economics from Cornell University
and an MBA in accounting and finance from the Johnson Graduate School of
Management at Cornell University. He completed the Harvard Business School
Corporate Financial Management Program. He is a Certified Public Accountant in
New York State. He is


                                       6

<PAGE>


sixty-one years of age.


Item 10. Executive Compensation.

     David W. Menard will, for the foreseeable future, provide his services at
no cost to the Company. Finders or brokerage fees are not anticipated to be paid
or accrued to any officer or director.

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

     As of December 31, 1999, the shares of Common Stock of the Company were
owned of record by approximately 500 persons.

     The following table sets forth information regarding beneficial ownership
of Common Stock by all persons known to the Company to have owned more than 5%
of the outstanding shares of Common Stock on December 31, 1999, and the Common
Stock beneficially owned by the sole director and officer of the Company as of
such date.

                                                               Percentage of
     Name and Address                Number of Shares        Outstanding Shares
     ----------------                ----------------        ------------------
     David W. &                          4,250,000                  85%
     Jacqueline J. Menard
     Suite 240
     111 Presidential Boulevard
     Bala Cynwyd, PA 19004

Item 12. Certain Relationships and Related Transactions.

     On March 31, 2000, and as part of the purchase of Ahle by the Company,
David W. Menard and his wife loaned MAC the sum of $300,000. The loan bears
interest at nine percent per annum payable on a monthly basis, in arrears, with
the principal payable in four equal consecutive annual installments of $75,000
with the first such installment due on April 1, 2002. The payment by MAC of the
principal and interest thereunder is subordinated to the payment of all
indebtedness due by MAC to Sovereign Bank. On March 31, 2000, the Menards
borrowed the sum of $300,000 from Sovereign Bank on substantially the same terms
and conditions as exist in connection with the loan made to MAC by the Menards
in the identical principal amount. The Company and MAC have guaranteed repayment
of the loan to the Menards from Sovereign Bank.


                                       7

<PAGE>


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

     (a)  Exhibits

      Number                     Title
      ------                     -----
         2.1        First Modified Chapter 11 Plan of Reorganization (with
                    attached Disclosure Statement and Supplemental Disclosure
                    Statement) incorporated by reference from Exhibit 2.1 to
                    Form 10-KSB for the year ended December 31, 1997)

         3.1        Amended And Restated Certificate of Incorporation of the
                    Company (incorporated by reference from Exhibit 3.1 to Form
                    10-KSB for the year ended December 31, 1997)

         3.1.1      Certificate of Amendment, filed June 7, 1999, to the Amended
                    and Restated Certificate of Incorporation (incorporated by
                    reference from Exhibit 3.1 of the Report on Form 8-K filed
                    on June 16, 1999)

         3.2        By-laws of the Company (incorporated by reference from
                    Exhibit 3.2 to Amendment No. 1 to Registration Statement on
                    Form SB-2 (File No. 33-91054))

      **10.1        Asset Purchase Agreement dated March 29, 2000 between Moro
                    Acquisition Corp., David W. Menard and Jacqueline J. Menard,
                    J.M. Ahle Co., Inc., James M. Ahle, Raymond J. Donovan, and
                    Ronald A. Schiavone, as trustee of the Ronald A. Schiavone
                    Living Trust u/t/a/d June 21, 1991, and Ronald A. Schiavone,
                    individually

      **10.2        Loan And Security Agreement dated March 31, 2000, by and
                    between Sovereign Bank, Moro Acquisition Corp. and David W.
                    and Jacqueline J. Menard

      **10.3        Subordinated Term Note dated March 31, 2000 by Moro
                    Acquistion Corp., as maker, in favor of David W. Menard and
                    Jacqueline J. Menard, as payee, in the principal amount of
                    $300,000

      **10.4        Surety Agreement dated March 31, 2000 by Moro Corporation in
                    favor of Sovereign Bank


                                       8

<PAGE>


      **10.5        Acquisition Term Note dated March 31, 2000 by David W.
                    Menard and Jacqueline J. Menard, as maker, in favor of
                    Sovereign Bank, as payee, in the principal amount of
                    $300,000

      **27.1        Financial Data Schedule (Electronic Filing Only)

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

**Filed herewith.

     (b)  Reports on Form 8-K

        None.


                                       9


<PAGE>


                          INDEPENDENT AUDITOR'S REPORT


Board of Directors and Stockholders
Moro Corporation
Bala Cynwyd, Pennsylvania


We have audited the accompanying balance sheet of Moro Corporation as of
December 31, 1999, and the related statements of operations and stockholders'
deficit and cash flows for the year 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 audit. The financial
statements of Moro Corporation as of December 31, 1998 were audited by Schiffman
Hughes Brown, PC (whose practice became a part of Larson, Allen, Weishair & Co.,
LLP effective January 1, 2000) whose report dated June 14, 1999, on those
statements included an explanatory paragraph that described the Company's
agreement to sell substantially all of its assets and cease operations,
discussed in Note 1 to the financial statements.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Moro Corporation as of December
31, 1999 and the results of its operations and its cash flows for the twelve
months ended December 31, 1999 in conformity with generally accepted accounting
principles.

As more fully described in Note 3 to the financial statements, effective May 3,
1999 the Company emerged from protection under Chapter 11 of the U.S. Bankruptcy
Code pursuant to a Reorganization Plan which was confirmed by the Bankruptcy
Court. In accordance with AICPA Statement of Position 90-7, the Company adopted
"Fresh Start Reporting" whereby its assets, liabilities and new capital
structure were adjusted to reflect estimated fair values as of April 30, 1999.
As a result, the financial statements for the periods subsequent to April 30,
1999 reflect the Successor Company's new basis of accounting and are not
comparable to the Predecessor Company's pre-reorganization consolidated
financial statements.


                                            LARSON, ALLEN WEISHAIR & CO., LLP

Blue Bell, Pennsylvania
March 23, 2000


                                      F-1

<PAGE>


                                MORO CORPORATION

                                 BALANCE SHEETS
                           DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>

                                                                  Reorganized       Predecessor
                                                                    Company           Company
                                                                     1999              1998
                                                                  -----------       -----------
<S>                                                                <C>               <C>
                                     ASSETS
Current assets:
    Cash and cash equivalents                                      $                 $ 231,679
    Prepaid taxes                                                                        5,197
                                                                   ---------         ---------
       Total current assets                                        $      --         $ 236,876
                                                                   =========         =========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
    Note payable                                                   $  50,000         $
    Accounts payable                                                                   142,170
    Accrued payroll                                                                     70,000
    Other accrued expenses                                             1,674           309,128
    Due to former employee                                                             240,000
    Obligation under employment contract                                               204,123
                                                                   ---------         ---------
       Total current liabilities                                      51,674           965,421
                                                                   ---------         ---------
Stockholders' deficit:
    Common stock, $.001 par value; authorized
      25,000,000 shares; issued and outstanding
      5,000,000 shares in 1999                                        58,825
    Net liabilities in liquidation                                                    (728,545)
    Accumulated deficit (from May 1, 1999)                          (110,499)
                                                                   ---------         ---------
                                                                     (51,674)         (728,545)
                                                                   ---------         ---------
                                                                   $      --         $ 236,876
                                                                   =========         =========
</TABLE>


                                      F-2

<PAGE>


                                MORO CORPORATION

                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>

                                        Reorganized Company                Predecessor Company
                                        -------------------       -------------------------------------
                                            Eight Months           Four Months
                                              Ended                   Ended              Year Ended
                                         December 31, 1999        April 30, 1999      December 31, 1998
                                        -------------------       --------------     ------------------
<S>                                          <C>                     <C>                 <C>
Operating expenses:
     Sales and marketing                     $                       $                   $  1,032
     Programming                                                                            16,366
     Network costs                                                                          57,508
     Amortization of
      reorganization asset                     103,628
     General and administrative expense          5,197                 42,736              315,844
                                             ---------               --------            ---------
                                               108,825                 42,736              390,750
                                             ---------               --------            ---------
Operating loss                                (108,825)               (42,736)            (390,750)

Other expense:
     Interest                                    1,674                                       4,795
                                             ---------               --------            ---------
Net loss before reorganization items          (110,499)               (42,736)            (395,545)
                                             ---------               --------            ---------
Reorganization items                                                  771,281
                                             ---------               --------
Net income (loss)                            $(110,499)              $728,545            $(395,545)
                                             =========               ========            ==========
</TABLE>


                                      F-3

<PAGE>


                                MORO CORPORATION

                       STATEMENTS OF STOCKHOLDERS' DEFICIT
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>

                                                              Net Assets        Common      Accumulated
                                                            in Liquidation      Stock         Deficit            Total
                                                            --------------      ------      -----------       -----------
<S>                                                           <C>               <C>           <C>             <C>
Predecessor Company, beginning                                $ 1,579,455       $             $               $ 1,579,455

Write-down of fixed assets to estimated realizable value       (2,045,000)                                     (2,045,000)

Accrual of obligation under employment contract                  (263,000)                                       (263,000)
                                                              -----------                                     -----------

Net liabilities in liquidation - Predecessor Company
  December 31, 1998                                              (728,545)                                       (728,545)

Net loss for four months - Predecessor Company                    (42,736)                                        (42,736)

Reorganization                                                    771,281                                         771,281

New stock issuance                                                               58,825                            58,825

Net loss for eight months - Reorganized  Company                                               (110,499)         (110,499)
                                                              -----------       -------       ---------       -----------
Balance at December 31, 1999 - Reorganized Company            $        --       $58,825       $(110,499)      $   (51,674)
                                                              ===========       =======       =========       ===========
</TABLE>


                                      F-4

<PAGE>


                                MORO CORPORATION

                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>

                                                   Reorganized Company              Predecessor Company
                                                   -------------------     ------------------------------------
                                                      Eight Months          Four  Months
                                                         Ended                  Ended            Year Ended
                                                    December 31, 1999      April 30, 1999     December 31, 1998
                                                   -------------------     --------------     -----------------
<S>                                                    <C>                       <C>               <C>
Cash flows from operating activities:
   Net income (loss)                                   $(110,499)             $ 728,545          $(395,545)
   Adjustments to reconcile net income (loss)
     to net cash used by operating activities:
   Amortization                                          103,628
   Changes in assets and liabilities:
      Decrease in prepaid taxes                            5,197
      (Increase) decrease in other assets                                      (103,628)            15,803
      Increase (decrease) in accounts
        payable and accrued expenses                       1,674               (915,421)           (94,579)
                                                       ---------              ---------          ---------
Net cash used in operating activities                         --               (290,504)          (474,321)
                                                       ---------              ---------          --------
Net cash provided by investing activities:
   Sale of property and equipment                                                                  422,000
                                                                                                 ---------
Cash flows from financing activities:
   Loan payable from employee
   Proceeds from issuance of
     common stock - new                                       --                 58,825                 --
                                                       ---------              ---------          ---------
Net cash provided by financing activities                     --                 58,825                 --
                                                       ---------              ---------          ---------
Net decrease in cash                                                           (231,679)           (52,321)

Cash at beginning of period                                   --                231,679            284,000
                                                       ---------              ---------          ---------
Cash at end of period                                  $      --              $      --          $ 231,679
                                                       =========              =========          =========
Supplemental disclosure of cash flow information:
   Cash paid for interest                                                                        $   1,266
                                                                                                 =========
</TABLE>


                                      F-5

<PAGE>


                                MORO CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

Note 1    The Company and basis of presentation:

          Moro Corporation, formerly Food Court Entertainment Network, Inc. (the
          "Company"), is a Delaware corporation, which was incorporated on
          February 12, 1992. The Company changed its name on June 7, 1999. The
          Company's plan was to establish a national television network to
          broadcast a high quality television program called Cafe USA,
          specifically to large, enclosed shopping mall food courts across the
          United States. The Company's activities have consisted primarily of
          designing, developing and producing its Cafe USA programming,
          establishing contacts and entering into agreements with potential
          advertisers and mall operators, producing and evaluating market tests
          of its programming, developing a system for delivery of programming
          into mall food courts, engaging management, employees and consultants
          for operations, including marketing, installing and operating Cafe USA
          in various mall food courts.

          The Company, which had been a development stage company, was unable to
          market its Cafe USA network to advertisers, incurred substantial
          losses and was unable to obtain additional financing. Accordingly, the
          Company, while maintaining the operation of its Cafe USA network in
          twenty malls and continuing to supply updated programming to the malls
          each week, sought a purchaser for its assets. In July 1998, the assets
          and operating leases were sold to Prime Spot Media U.S.A. for
          $422,000. In connection therewith, the Company has written down the
          carrying value of its assets subject to the sales agreement to their
          selling price and has also written off certain other assets and has
          accrued a liability for an obligation under an existing employment
          agreement. As a result of the foregoing, the Company has no active
          business operations.

          On June 24, 1998, the Board of Directors adopted a resolution that the
          corporation file a petition for relief under Chapter 11 of Title II of
          the United States Code (the Bankruptcy Code). The voluntary petition
          was subsequently filed on August 13, 1998.

Note 2    Financial statement presentation:

          Fresh start reporting:

          Due to the Restructuring and implementation of Fresh Start Reporting,
          Condensed Consolidated Financial Statements for the new Reorganized
          Company (period starting April 30, 1999) are not comparable to those
          of the Predecessor Company. For financial reporting purposes, the
          effective date of the bankruptcy is considered to be the close of
          business on April 30, 1999.

          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 reported amounts of assets and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial statements and the reported amounts of revenues
          and expenses during the reporting period. Actual results could differ
          from those estimates.


                                      F-6

<PAGE>


                                MORO CORPORATION

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 1999 AND 1998

Note 2    Financial statement presentation (continued):

          Amortization:

          Costs associated with reorganization were fully amortized in the
          period incurred.

          Recent accounting pronouncement:

          In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
          Instruments and Hedging Activities. SFAS No. 133, which is effective,
          as amended, for all quarters in fiscal years beginning after June 15,
          2000, establishes accounting and reporting standards for derivative
          financial instruments and hedging activities related to those
          instruments, as well as other hedging activities. As the Company does
          not currently engage in derivative or hedging activities, the adoption
          of this standard is not expected to have a significant impact on the
          Company's financial statements.

          Loss per share of common stock:

          Net loss per share of common stock is based on the weighted average
          number of shares outstanding during the period.

          The weighted average number of common shares outstanding and net
          income (loss) per common share for periods prior to April 30, 1999
          have not been presented because, due to the restructuring and
          implementation of Fresh Start Reporting, they are not comparable to
          subsequent periods.

Note 3    Recent developments:

          On May 3, 1999 (the "Confirmation Date"), the U.S. Bankruptcy Court
          confirmed the Company's Plan of Reorganization (the "Reorganization"),
          and the Company emerged from bankruptcy. Pursuant to the
          Reorganization, on such date certain indebtedness of the Company was
          canceled in exchange for cash and new equity interests.

          Holders of the Company's shares before the confirmation of
          reorganization received 10% of the shares in the emerging entity.

          The Company's creditors received all of the Company's net cash assets,
          5% of the Company stock in the emerging entity, plus a total of
          $50,000 cash payable plus interest of 5% in May 2000.


                                      F-7

<PAGE>


                                MORO CORPORATION

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 1999 AND 1998

Note 4    Fresh start reporting:

          As of April 30, 1999, the Company adopted Fresh Start Reporting in
          accordance with the American Institute of Certified Public
          Accountant's Statement of Position 90-7 "Financial Reporting by
          Entities in Reorganization under the Bankruptcy Code", ("SOP 90-7").
          Fresh Start Reporting resulted in material changes to the Condensed
          Consolidated Balance Sheet, including valuation of assets, intangible
          assets (including goodwill) and liabilities at fair market value and
          valuation of equity based on the appraised reorganization value of the
          ongoing business.

          The Reorganization and the adoption of Fresh Start Reporting resulted
          in the following adjustments to the Company's Condensed Consolidated
          Balance Sheet for the period ended April 30, 1999:

<TABLE>
<CAPTION>

                                                 Predecessor          Reorganization and          Reorganized
                                                   Company          Fresh Start Adjustments         Company
                                               --------------       ------------------------     --------------
                                               April 30, 1999         Debit          Credit      April 30, 1999
                                               --------------       --------        --------     --------------
<S>                                               <C>               <C>             <C>             <C>
          Cash and equivalents                    $ 187,851         $ 50,000        $237,851
          Prepaid taxes                               5,197                                         $  5,197
                                                  ---------         --------        --------        --------
                                                    193,048           50,000         237,851           5,197
                                                  ---------         --------        --------        --------
          Reorganization value in excess
          of identifiable assets                                     103,628                         103,628
                                                  ---------        ---------        --------        --------
                                                  $ 193,048         $153,628        $237,851        $108,825
                                                  =========         ========        ========        ========
          Accounts payable                        $ 142,170         $142,170
          Accrued payroll                            70,000           70,000
          Other accrued expense                     308,035          258,035                        $ 50,000
          Due to former employee                    240,000          240,000
          Obligation under employment contract      204,124          204,124
                                                  ---------         --------
                                                    964,329          914,329                          50,000
                                                  ---------         --------                        --------
          Common stock - net                                                        $ 58,825          58,825
          Net (liabilities in liquidation)         (771,281)                         771,281
                                                  ---------         --------        --------        --------
                                                  $ 193,048         $914,329        $830,106        $108,825
                                                  =========         ========        ========        ========
</TABLE>

Note 5    Reorganization items:

          In accordance with SOP 90-7, expenses resulting from the Chapter 11
          reorganization should be reported separately as reorganization items
          in the Condensed Consolidated Statements of Operations.


                                      F-8

<PAGE>


                                MORO CORPORATION

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 1999 AND 1998

Note 6    Legal proceedings:

          The Company is not a party to any pending legal proceedings.

Note 7    Capital stock:

          The total number of shares of all classes of stock which the Company
          has authority to issue is 30,000,000 shares, consisting of (a)
          twenty-five million (25,000,000) shares of Common Stock, par value
          $.001 per share, and (b) five million (5,000,000) shares of Preferred
          Stock, par value $.001 per share. The preferred stock may be issued in
          one or more series, and may have such voting powers, full or limited,
          or no voting powers, and such designations, preferences and relative,
          participating, optional or other special rights and qualifications,
          limitations, or restrictions as shall be stated in the resolution or
          resolutions providing for the issue thereof adopted by the Board of
          Directors of the Company, from time to time.

Note 8    Subsequent events:

          At the close of business on March 31, 2000, the Company, through its
          newly formed subsidiary, Moro Acquisition Corp. ("MAC"), purchased
          substantially all of the operating assets and inventories of J.M. Ahle
          Co., Inc., a New Jersey corporation ("Ahle"). Ahle is a distributor of
          reinforcing steel to contractors and subcontractors for use in the
          construction of highways, airports, bridges, treatment facilities,
          schools, public facilities, industrial and commercial buildings, and
          other structures. The Company, through its subsidiary MAC, intends to
          continue the business of Ahle under the name J.M. Ahle Co., Inc.

          As part of the transaction, MAC assumed substantially all of the known
          operating liabilities of Ahle. In addition, MAC acquired the assets of
          Ahle for their net book value plus $100,000, all as set forth in the
          Asset Purchase Agreement. At the time of the closing, the purchase
          price paid by MAC to Ahle was estimated by the parties to be
          $1,570,000. The final purchase price will be determined by the parties
          following the preparation of the closing balance sheet of Ahle.

          An amount equal to $250,000 of the purchase price is to be paid to two
          promissory notes of MAC. The first note is in the amount of $150,000,
          is due in full on March 31, 2001, and bears interest at 8% per annum.
          The second note is in the amount of $100,000, does not bear interest,
          and is payable in 12 equal quarterly installments commencing on April
          1, 2001 with the final installment due on January 1, 2004. The
          remainder of the purchase price was funded by the Company's cash
          resources and a line of credit made available to MAC in the amount of
          up to $1,250,000, a term loan of $125,000, and a subordinated loan in
          the amount of $300,000.

          In connection with this transaction, the Company's principal
          stockholder contributed $205,750 of cash as additional paid-in-capital
          and in connection therewith no additional shares of Common Stock were
          issued.


                                      F-9

<PAGE>


                                   SIGNATURES

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

                                            MORO CORPORATION

                                            By: /s/ David W. Menard
                                                -------------------
                                                David W. Menard,
                                                President

     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.

    Signatures                     Title                            Date
    ----------                     -----                            ----

/s/ David W. Menard        President and Director               April 12, 2000
-------------------        (Principal Executive Officer
David W. Menard            and Principal Accounting
                           Officer)