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 [Fee Required]

For the fiscal year ended March 31, 1999

[ ]   Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]

For the transition period from                          to

Commission file number 0-24380

                                        WOODLAKE VILLAGE ASSOCIATES, INC.
                         (Exact name of small business issuer in its charter)

                         DELAWARE                                    33-0601502
(State or other jurisdiction of incorporation or organization)          (I.R.S.
Employer Identification No.)

                 24351 Pasto Road, #B
                 Dana Point, California                                  92629
           (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code:               (949) 489-2400
                                                             -------------------

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

Securities registered pursuant to Section 12(g) of the Act:  Common Stock, par
value $.001
                                                             ----------


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days.
                                                    YES   X        NO

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained,  to the best of  registrant's  knowledge,  in definitive  proxy or
information  statements  incorporated by reference in part III of this Form 10-K
or any amendment to this Form 10-K. [ X ]

         State issuer's revenues for its most recent fiscal year: None

         The aggregate  market value of the voting stock held by  non-affiliates
of the  registrant  as of March 31, 1999 was not  determinable  since the Common
Stock was not traded.

         The  number of shares  outstanding  of the  issuer's  classes of Common
Stock as of March 31, 1999:

Common Stock, $.001 Par Value - 1,000,000 shares

                                   DOCUMENTS INCORPORATED BY REFERENCE:  NONE


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                                                     PART I

Item 1.  DESCRIPTION OF BUSINESS

Background

         Woodlake  Village  Associates,   Inc.,  a  Delaware   corporation  (the
"Company")  was  incorporated  on June 11,  1992.  The Company has no  operating
history other than organizational  matters,  and was formed specifically to be a
"clean public shell" and for the purpose of either  merging with or acquiring an
operating company with operating history and assets. The Securities and Exchange
Commission has defined and designated  these types of companies as "blind pools"
and "blank check" companies.

         The primary  activity of the Company  will  involve  seeking  merger or
acquisition candidates with whom it can either merge or acquire. The Company has
not selected any company for  acquisition or merger and does not intend to limit
potential acquisition  candidates to any particular field or industry,  but does
retain the right to limit acquisition or merger candidates, if it so chooses, to
a particular field or industry.  The Company's plans are in the conceptual stage
only.

         The  executive  offices of the Company are located at 24351 Pasto Road,
Suite B, Dana Point, California 92629. Its telephone number is (949) 489-2400.

Plan of Operation - General

         The  Company  was  organized  for the  purpose of  creating a corporate
vehicle to seek,  investigate and, if such  investigation  warrants,  acquire an
interest in one or more  business  opportunities  presented  to it by persons or
firms who or which desire to seek the  perceived  advantages  of a publicly held
corporation.  At  this  time,the  Company  has  no  plan,  proposal,  agreement,
understanding  or arrangement to acquire or merge with any specific  business or
company, and the Company has not identified any specific business or company for
investigation and evaluation. No member of Management or promotor of the Company
has had any  material  discussions  with any other  company  with respect to any
acquisition  of that company.  Although the Company's  Common Stock is currently
not freely tradeable, it will eventually become so under exemptions such as Rule
144  promulgated   under  the  Securities  Act  of  1933.  See  "Description  of
Securities." The Company will not restrict its search to any specific  business,
industry or geographical location, and the Company may participate in a business
venture of virtually any kind or nature. The discussion of the proposed business
under this caption and throughout  this  Registration  Statement is purposefully
general and is not meant to be restrictive of the Company's  virtually unlimited
discretion to search for and enter into potential business opportunities.

         The Company  intends to obtain funds in one or more private  placements
to finance the operation of any acquired business. Persons purchasing securities
in these placements and other  shareholders will likely not have the opportunity
to  participate  in the  decision  relating to any  acquisition.  The  Company's
proposed  business  is  sometimes  referred  to as a "blind  pool"  because  any
investors  will entrust  their  investment  monies to the  Company's  management
before they have a chance to analyze any  ultimate  use to which their money may
be put.  Consequently,  the Company's  potential success is heavily dependent on
the Company's  management,  which will have  virtually  unlimited  discretion in
searching for and entering into a business opportunity. None of the officers and
directors of the Company has had any experience in the proposed  business of the
Company.  There can be no  assurance  that the Company will be able to raise any
funds in private placements.  In any private placement,  management may purchase
shares  on the same  terms as  offered  in the  private  placement.  (See  "Risk
Factors" and "Management").

         Management  anticipates  that it will only participate in one potential
business  venture.   This  lack  of  diversification   should  be  considered  a
substantial  risk in  investing  in the  Company  because it will not permit the
Company to offset  potential  losses from one venture against gains from another
(see "Risk Factors").


                                                        2

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         The  Company  may seek a  business  opportunity  with a firm which only
recently  commenced  operations,  or a developing  company in need of additional
funds for  expansion  into new products or markets,  or seeking to develop a new
product  or  service,  or an  established  business  which  may be  experiencing
financial or operating  difficulties  and is in the need for additional  capital
which is perceived to be easier to raise by a public company. In some instances,
a business  opportunity may involve the acquisition or merger with a corporation
which does not need substantial additional cash but which desires to establish a
public trading market for its common stock.  The Company may purchase assets and
establish  wholly owned  subsidiaries in various  business or purchase  existing
businesses as subsidiaries.

         The Company anticipates that the selection of a business opportunity in
which to  participate  will be complex and extremely  risky.  Because of general
economic conditions, rapid technological advances being made in some industries,
and shortages of available capital,  management believes that there are numerous
firms  seeking the benefits of a publicly  traded  corporation.  Such  perceived
benefits of a publicly traded corporation may include  facilitating or improving
the  terms  on  which  additional  equity  financing  may be  sought,  providing
liquidity  for the  principals  of a  business,  creating a means for  providing
incentive  stock  options  or  similar  benefits  to  key  employees,  providing
liquidity (subject to restrictions of applicable statutes) for all shareholders,
and other factors.  Potentially  available  business  opportunities may occur in
many different  industries and at various  stages of  development,  all of which
will make the task of  comparative  investigation  and analysis of such business
opportunities extremely difficult and complex.

         As is customary in the industry, the Company may pay a finder's fee for
locating an acquisition  prospect.  If any such fee is paid, it will be approved
by the Company's  Board of Directors and will be in accordance with the industry
standards.  Such  fees  are  customarily  between  1% and 5% of the  size of the
transaction,  based upon a sliding scale of the amount  involved.  Such fees are
typically in the range of 5% on a $1,000,000 transaction ratably down to 1% in a
$4,000,000 transaction. Management has adopted a policy that such a finder's fee
or real estate  brokerage fee could,  in certain  circumstances,  be paid to any
employee,  officer,  director or 5% shareholder  of the Company,  if such person
plays a material role in bringing a transaction to the Company.

         As part of any  transaction,  the  acquired  company may  require  that
Management or other  stockholders  of the Company sell all or a portion of their
shares to the acquired company, or to the principals of the acquired company. It
is  anticipated  that the  sales  price of such  shares  will be lower  than the
current market price or anticipated  market price of the Company's Common Stock.
The  Company's  funds  are not  expected  to be used for  purposes  of any stock
purchase  from  insiders.  The Company  shareholders  will not be  provided  the
opportunity to approve or consent to such sale. The opportunity to sell all or a
portion  of  their  shares  in  connection  with an  acquisition  may  influence
management's decision to enter into a specific transaction.  However, management
believes that since the anticipated  sales price will be less than market value,
that the  potential of a stock sale by management  will be a material  factor on
their decision to enter a specific transaction.

         The above  description  of potential  sales of management  stock is not
based upon any corporate bylaw, shareholder or board resolution,  or contract or
agreement.  No other payments of cash or property are expected to be received by
Management in connection with any acquisition.

         The  Company  has  not  formulated  any  policy  regarding  the  use of
consultants or outside  advisors,  but does not anticipate  that it will use the
services of such persons.

         The Company has, and will continue to have,  insufficient  capital with
which to provide the owners of business  opportunities with any significant cash
or other assets.  However,  management believes the Company will offer owners of
business  opportunities  the  opportunity  to  acquire a  controlling  ownership
interest  in a public  company at  substantially  less cost than is  required to
conduct an initial  public  offering.  The owners of the business  opportunities
will, however, incur significant  post-merger or acquisition  registration costs
in the event  they wish to  register a portion  of their  shares for  subsequent
sale.  The Company will also incur  significant  legal and  accounting  costs in
connection with the acquisition of a business opportunity including the costs of
preparing post-effective  amendments,  Forms 8-K, agreements and related reports
and documents nevertheless, the officers and

                                                        3

<PAGE>



directors of the Company have not conducted market research and are not aware of
statistical  data which  would  support  the  perceived  benefits of a merger or
acquisition transaction for the owners of a business opportunity.

         The Company does not intend to make any loans to any prospective merger
or acquisition candidates or to unaffiliated third parties.

Sources of Opportunities

         The  Company  anticipates  that  business  opportunities  for  possible
acquisition  will be referred by various  sources,  including  its  officers and
directors,    professional   advisers,   securities   broker-dealers,    venture
capitalists,  members of the  financial  community,  and others who may  present
unsolicited proposals.

         The Company will seek a potential  business  opportunity from all known
sources,  but will rely  principally  on personal  contacts of its  officers and
directors as well as indirect  associations  between them and other business and
professional  people.  It is not  presently  anticipated  that the Company  will
engage   professional   firms   specializing   in   business   acquisitions   or
reorganizations.

         The officers and  directors  of the Company are  currently  employed in
other  positions and will devote only a portion of their time (not more than one
hour per week) to the  business  affairs of the  Company,  until such time as an
acquisition  has been  determined  to be highly  favorable,  at which  time they
expect to spend full time in  investigating  and closing any  acquisition  for a
period of two weeks.  In addition,  in the face of  competing  demands for their
time, the officers and directors may grant priority to their full-time positions
rather than to the Company.

Evaluation of Opportunities

         The analysis of new business  opportunities  will be  undertaken  by or
under  the  supervision  of the  officers  and  directors  of the  Company  (see
"Management").  Management  intends to concentrate  on  identifying  prospective
business  opportunities  which may be brought to its attention  through  present
associations with management.  In analyzing prospective business  opportunities,
management will consider such matters as the available technical,  financial and
managerial resources; working capital and other financial requirements;  history
of  operation,   if  any;  prospects  for  the  future;   present  and  expected
competition;  the quality and  experience  of management  services  which may be
available and the depth of that management;  the potential for further research,
development or exploration;  specific risk factors not now foreseeable but which
then may be  anticipated to impact the proposed  activities of the Company;  the
potential  for growth or  expansion;  the  potential  for profit;  the perceived
public  recognition  or  acceptance  of  products,   services  or  trades;  name
identification;  and other  relevant  factors.  Officers  and  directors of each
Company  will meet  personally  with  management  and key  personnel of the firm
sponsoring  the  business  opportunity  as part of their  investigation.  To the
extent  possible,  the Company  intends to utilize  written reports and personal
investigation  to evaluate  the above  factors.  The Company will not acquire or
merge  with any  company  for  which  audited  financial  statements  cannot  be
obtained.

         It may be  anticipated  that  any  opportunity  in  which  the  Company
participates  will  present  certain  risks.  Many  of  these  risks  cannot  be
adequately  identified prior to selection of the specific  opportunity,  and the
Company's  shareholders must, therefore,  depend on the ability of management to
identify  and  evaluate  such  risk.  In the  case of some of the  opportunities
available to the Company,  it may be anticipated that the promoters thereof have
been  unable  to  develop  a going  concern  or  that  such  business  is in its
development  stage in that it has not  generated  significant  revenues from its
principal business activities prior to the Company's  participation.  There is a
risk,  even after the  Company's  participation  in the activity and the related
expenditure of the Company's funds, that the combined  enterprises will still be
unable to become a going concern or advance beyond the development  stage.  Many
of the opportunities may involve new and untested products, processes, or market
strategies which may not succeed. Such risks will be assumed by the Company and,
therefore, its shareholders.

         The  Company  will not  restrict  its search for any  specific  kind of
business,  but may acquire a venture which is in its  preliminary or development
stage,  which is  already  in  operation,  or in  essentially  any  stage of its
corporate life. It is currently impossible to predict the status of any business
in which the Company may become engaged,

                                                        4

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in that such business may need additional capital, may merely desire to have its
shares publicly traded, or may seek other perceived advantages which the Company
may offer.

Acquisition of Opportunities

         In implementing a structure for a particular business acquisition,  the
Company  may become a party to a merger,  consolidation,  reorganization,  joint
venture, franchise or licensing agreement with another corporation or entity. It
may also purchase stock or assets of an existing  business.  On the consummation
of a transaction, it is possible that the present management and shareholders of
the Company  will not be in control of the Company.  In addition,  a majority or
all of the  Company's  officers and  directors  may, as part of the terms of the
acquisition  transaction,  resign and be replaced by new officers and  directors
without a vote of the Company's shareholders.

         It is anticipated that any securities issued in any such reorganization
would be issued in reliance on exemptions  from  registration  under  applicable
Federal  and  state  securities  laws.  In  some  circumstances,  however,  as a
negotiated  element of this transaction,  the Company may agree to register such
securities  either at the time the  transaction  is  consummated,  under certain
conditions,  or at  specified  time  thereafter.  The  issuance  of  substantial
additional securities and their potential sale into any trading market which may
develop  in the  Company's  Common  Stock may have a  depressive  effect on such
market.  While the actual terms of a  transaction  to which the Company may be a
party cannot be  predicted,  it may be expected that the parties to the business
transaction  will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so called "tax free" reorganization under
Sections  368(a)(1) or 351 of the Internal Revenue Code of 1986, as amended (the
"Code").  In order to  obtain  tax free  treatment  under  the  Code,  it may be
necessary  for the  owners of the  acquired  business  to own 80% or more of the
voting stock of the surviving  entity.  In such event,  the  shareholders of the
Company, including investors in this offering, would retain less than 20% of the
issued and  outstanding  shares of the surviving  entity,  which could result in
significant dilution in the equity of such shareholders.

         As part of the Company's  investigation,  officers and directors of the
Company will meet personally  with  management and key personnel,  may visit and
inspect  material  facilities,  obtain  independent  analysis or verification of
certain information  provided,  check reference of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.

         The manner in which each Company  participates  in an opportunity  will
depend on the nature of the opportunity, the respective needs and desires of the
Company and other parties,  the management of the opportunity,  and the relative
negotiating strength of the Company and such other management.

         With respect to any mergers or acquisitions,  negotiations  with target
company  management  will be expected to focus on the  percentage of the Company
which  target  company   shareholders   would  acquire  in  exchange  for  their
shareholdings  in the target company.  Depending upon,  among other things,  the
target company's assets and liabilities,  the Company's shareholders will in all
likelihood hold a lesser percentage  ownership interest in the Company following
any  merger  or  acquisition.   The  percentage  ownership  may  be  subject  to
significant  reduction in the event the Company  acquires a target  company with
substantial  assets.  Any merger or  acquisition  effected by the Company can be
expected to have a significant  dilative effect on the percentage of shares held
by the Company's then shareholders,  including purchasers in this offering. (See
"Risk Factors.")

         The Company will not have sufficient  funds (unless it is able to raise
funds  in  a  private  placement)  to  undertake  any  significant  development,
marketing and manufacturing of any products which may be acquired.  Accordingly,
following  the  acquisition  of any  such  product,  the  Company  will,  in all
likelihood,  be  required  to either  seek debt or  equity  financing  or obtain
funding from third parties,  in exchange for which the Company would probably be
required  to give up a  substantial  portion  of its  interest  in any  acquired
product.  There is no  assurance  that the Company will be able either to obtain
additional  financing or interest  third  parties in  providing  funding for the
further development, marketing and manufacturing of any products acquired.

         It  is  anticipated  that  the   investigation  of  specific   business
opportunities   and  the   negotiation,   drafting  and  execution  of  relevant
agreements,  disclosure documents and other instruments will require substantial
management

                                                        5

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time and attention and substantial costs for accountants,  attorneys and others.
If a decision is made not to participate in a specific business  opportunity the
costs therefore incurred in the related  investigation would not be recoverable.
Furthermore, even if an agreement is reached for the participation in a specific
business  opportunity,  the failure to consummate that transaction may result in
the loss of the Company of the related costs incurred.

         Management  believes  that the Company may be able to benefit  from the
use of "leverage" in the  acquisition  of a business  opportunity.  Leveraging a
transaction involves the acquisition of a business through incurring significant
indebtedness  for a large  percentage of the purchase  price for that  business.
Through a leveraged  transaction,  the Company  would be required to use less of
its available funds for acquiring the business opportunity and, therefore, could
commit those funds to the operations of the business opportunity, to acquisition
of other business  opportunities or to other activities.  The borrowing involved
in a  leveraged  transaction  will  ordinarily  be  secured by the assets of the
business opportunity to be acquired. If the business opportunity acquired is not
able to generate  sufficient  revenues to make  payments on the debt incurred by
the Company to acquire that  business  opportunity,  the lender would be able to
exercise  the  remedies  provided  by  law  or  by  contract.  These  leveraging
techniques,  while  reducing the amount of funds that the Company must commit to
acquiring a business opportunity,  may correspondingly increase the risk of loss
to the Company. No assurance can be given as to the terms or the availability of
financing for any  acquisition  by the Company.  No assurance can be given as to
the terms or the  availability  of financing for any acquisition by the Company.
During  periods  when  interest  rates are  relatively  high,  the  benefits  of
leveraging  are not as great as during  periods of lower  interest rates because
the investment in the business  opportunity  held on a leveraged basis will only
be profitable if it generates  sufficient revenues to cover the related debt and
other costs of the  financing.  Lenders  from which the Company may obtain funds
for  purposes  of a  leveraged  buy-out  may impose  restrictions  on the future
borrowing,  distribution,  and  operating  policies  of the  Company.  It is not
possible at this time to predict the  restrictions,  if any,  which  lenders may
impose or the impact thereof on the Company.

Competition

         The Company is an insignificant participant among firms which engage in
business  combinations  with, or financing of,  development  stage  enterprises.
There are many  established  management and financial  consulting  companies and
venture capital firms which have  significantly  greater financial and personnel
resources,  technical  expertise and experience than the Company. In view of the
Company's limited financial resources and management  availability,  the Company
will  continue  to  be a  significant  competitive  disadvantage  vis-a-vis  the
Company's competitors.

Regulation and Taxation

         The Investment  Company Act of 1940 defines an "investment  company" as
an  issuer  which  is or holds  itself  out as being  engaged  primarily  in the
business of investing,  reinvesting or trading of securities.  While the Company
does not intend to engage in such  activities,  the Company could become subject
to regulation under the Investment  Company Act of 1940 in the event the Company
obtains or  continues  to hold a minority  interest  in a number of  development
stage   enterprises.   The  Company  could  be  expected  to  incur  significant
registration  and compliance  costs if required to register under the Investment
Company  Act of 1940.  Accordingly,  management  will  continue  to  review  the
Company's  activities  from  time  to  time  with a  view  toward  reducing  the
likelihood the Company could be classified as an "investment company."

         The Company  intend to structure a merger or acquisition in such manner
as to  minimize  Federal  and state tax  consequences  to the Company and to any
target company.

Employees

         The Company's only employees at the present time are its officers and
directors, who will devote as much
time as the Board of Directors determine is necessary to carry out the affairs
 of the Company.  (See
"Management").


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Item 2.  DESCRIPTION OF PROPERTY

         The Company rents an executive suite on an as needed basis. The Company
pays its own charges for long distance  telephone calls and other  miscellaneous
secretarial, photocopying and similar expenses.

Item 3.  LEGAL PROCEEDINGS

         Not Applicable.

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

         No matters  were  submitted  to a vote of security  holders  during the
fourth quarter of the fiscal year ended March 31, 1999.

                                                        7

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                                                     PART II


Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

         The Company's Common Stock has not traded.  As of March 31, 1999, there
 were 115 stockholders of
record.

Item 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

           The  Company  has been  recently  formed  and has not  engaged in any
operations other than  organizational  matters.  Its operating  deficit is being
founded by an officer and director.

Item 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

           The consolidated  financial  statements of the Company required to be
           included in Item 7 are set forth in the Financial  Statements  Index.
           Its operating deficit is being funded by an officer and director.

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

           Not Applicable.

                                                        8

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                                                    PART III

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

Directors and Executive Officers

           The members of the Board of Directors of the Company  serve until the
next  annual  meeting  of  stockholders,  or until  their  successors  have been
elected.  The  officers  serve  at the  pleasure  of  the  Board  of  Directors.
Information  as to the  director  and  executive  officer  of the  Company is as
follows.

           Jehu Hand has been  President  and Secretary of the Company since its
inception and Chief  Financial  Officer since January 1, 1995. Mr. Hand has been
engaged in corporate and  securities  law practice and has been a partner of the
law  firm  of  Hand &  Hand  since  1992.  Hand  &  Hand  incorporated  as a law
corporation  in May 1994.  From  January  1992 to December  1992 he was the Vice
President-Corporate  Counsel and  Secretary of Laser Medical  Technology,  Inc.,
which designs, manufactures and markets dental lasers and endodontics equipment.
He was a director of Laser  Medical from February  1992 to February  1993.  From
January  to  October,  1992 Mr.  Hand was Of  Counsel  to the Law Firm of Lewis,
D'Amato,  Brisbois  &  Bisgaard.  From  January  1991 to  January  1992 he was a
shareholder of McKittrick,  Jackson,  DeMarco & Peckenpaugh,  a law corporation.
From January to December 1990 he was a partner of Day,  Campbell & Hand, and was
an associate of its  predecessor  law firm from July 1986 to December 1989. From
1984 to June 1986 Mr. Hand was an associate attorney with Schwartz, Kelm, Warren
&  Rubenstein  in  Columbus,  Ohio.  Jehu  Hand  received  a J.D.  from New York
University School of Law and a B.A. from Brigham Young University.

Conflicts of Interest

           Certain  conflicts of interest  now exist and will  continue to exist
between the Company and its officers and directors due to the fact that each has
other business interests to which he devotes his primary attention. Each officer
and director may continue to do so notwithstanding the fact that management time
should be devoted to the business of the Company.

           Certain  conflicts of interest may exist  between the Company and its
management,  and  conflicts  may  develop in the  future.  The  Company  has not
established  policies or procedures  for the  resolution of current or potential
conflicts of  interests  between the  Company,  its  officers  and  directors or
affiliated entities.  There can be no assurance that management will resolve all
conflicts  of interest in favor of the  Company,  and failure by  management  to
conduct the  Company's  business in the  Company's  best  interest may result in
liability to the  management.  The officers and directors are accountable to the
Company as  fiduciaries,  which means that they are  required  to exercise  good
faith and integrity in handling the Company's affairs.  Shareholders who believe
that the  Company  has been  harmed by  failure of an  officer  or  director  to
appropriately  resolve any conflict of interest may, subject to applicable rules
of  civil  procedure,  be able to bring a class  action  or  derivative  suit to
enforce their rights and the Company's rights.

           The Company has no arrangement,  understanding  or intention to enter
into any  transaction for  participating  in any business  opportunity  with any
officer,  director,  or  principal  shareholder  or with  any  firm or  business
organization with which such persons are affiliated,  whether by reason of stock
ownership, position as an officer or director, or otherwise.

           The  Company,   by   resolution   of  its  Board  of  Directors   and
stockholders,  adopted a 1992 Stock  Option Plan (the  "Plan") on June 11, 1992.
The Plan enables the Company to offer an incentive based compensation  system to
employees,  officers and directors and to employees of companies who do business
with the Company.

           In the discretion of a committee comprised of non-employee  directors
(the "Committee"), directors, officers, and key employees of the Company and its
subsidiaries  or  employees of  companies  with which the Company does  business
become  participants  in the Plan  upon  receiving  grants  in the form of stock
options or

                                                        9

<PAGE>



restricted  stock. A total of 2,000,000 shares are authorized for issuance under
the Plan, of which no shares are issuable.  The Company does not intend to grant
options until such time as a merger or  acquisition  has been  consummated.  The
Company may increase the number of shares authorized for issuance under the Plan
or may  make  other  material  modifications  to the  Plan  without  shareholder
approval.  However,  no amendment  may change the existing  rights of any option
holder.

           Any shares which are subject to an award but are not used because the
terms and  conditions  of the award are not met, or any shares which are used by
participants to pay all or part of the purchase price of any option may again be
used for awards  under the Plan.  However,  shares with respect to which a stock
appreciation right has been exercised may not again be made subject to an award.

           Stock  options  may be  granted  as  non-qualified  stock  options or
incentive  stock  options,  but incentive  stock options may not be granted at a
price  less  than 100% of the fair  market  value of the stock as of the date of
grant (110% as to any 10% shareholder at the time of grant); non-qualified stock
options may not be granted at a price less than 85% of fair market  value of the
stock as of the date of grant.  Restricted  stock may not be  granted  under the
Plan in connection with incentive stock options.

           Stock  options may be exercised  during a period of time fixed by the
Committee except that no stock option may be exercised more than ten years after
the date of grant or three years after death or disability,  whichever is later.
In the discretion of the Committee, payment of the purchase price for the shares
of stock  acquired  through the  exercise of a stock option may be made in cash,
shares of the Company's Common Stock or by delivery or recourse promissory notes
or a combination  of notes,  cash and shares of the Company's  common stock or a
combination  thereof.  Incentive  stock options may only be issued to directors,
officers and employees of the Company.

           Stock  options may be granted under the Plan may include the right to
acquire an Accelerated Ownership Non-Qualified Stock Option ("AO"). If an option
grant  contains  the AO  feature  and if a  participant  pays all or part of the
purchase  price of the option with shares of the Company's  common  stock,  then
upon exercise of the option the participant is granted an AO to purchase, at the
fair market value as of the date of the AO grant, the number of shares of common
stock the  Company  equal to the sum of the number of whole  shares  used by the
participant in payment of the purchase price and the number of whole shares,  if
any,  withheld  by the Company as payment for  withholding  taxes.  An AO may be
exercised  between the date of grant and the date of  expiration,  which will be
the same as the date of expiration of the option to which the AO is related.

           Stock  appreciation  rights and/or restricted stock may be granted in
conjunction  with, or may be unrelated to stock  options.  A stock  appreciation
right entitles a participant to receive a payment,  in cash or common stock or a
combination  thereof,  in an amount equal to the excess of the fair market value
of the stock at the time of exercise  over the fair market  value as of the date
of grant.  Stock  appreciation  rights may be exercised  during a period of time
fixed by the  Committee not to exceed ten years after the date of grant or three
years after death or disability,  whichever is later.  Restricted stock requires
the  recipient  to  continue  in service as an  officer,  director,  employee or
consultant  for a fixed period of time for  ownership of the shares to vest.  If
restricted  shares or stock  appreciation  rights  are  issued  in  tandem  with
options,  the  restricted  stock or stock  appreciation  right is canceled  upon
exercise of the option and the option will  likewise  terminate  upon vesting of
the restricted shares.


                                                       10

<PAGE>



Item 10. EXECUTIVE COMPENSATION

           No  compensation  is paid or  anticipated  to be paid by the  Company
until an acquisition is made.

           On  acquisition  of a business  opportunity,  current  management may
resign and be  replaced  by persons  associated  with the  business  opportunity
acquired,  particularly if the Company participates in a business opportunity by
effecting a reorganization,  merger or  consolidation.  If any member of current
management  remains after  effecting a business  opportunity  acquisition,  that
member's time  commitment will likely be adjusted based on the nature and method
of the  acquisition  and  location of the business  which  cannot be  predicted.
Compensation of management will be determined by the new board of directors, and
shareholders  of the Company will not have the opportunity to vote on or approve
such compensation.

           Directors  currently  receive  no  compensation  for their  duties as
directors.

Item 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

           The following table sets forth information relating to the beneficial
ownership of Company  common stock by those  persons  beneficially  holding more
than 5% of the Company capital stock,  by the Company's  directors and executive
officers,  and by all of the Company's  directors  and  executive  officers as a
group, as of March 31, 1998.
<TABLE>
<CAPTION>

                                                                                   Percentage
               Name of                           Number of                       of Outstanding
             Stockholder                       Shares Owned                       Common Stock

<S>                                                 <C>                               <C>
            Jehu Hand (1)                           665,400                           66.5%

            All officers and
            directors as a group
            (1 person) (1)                          665,400                           66.5%

</TABLE>



                                                       11

<PAGE>



Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In connection  with organizing the Company,  persons  consisting of its
officers,  directors, and other individuals paid an aggregate of $500 in cash to
purchase a total of 400,000  shares of Common Stock at an average sales price of
$.00125 per share.  In April 1993  Messrs.  Hand and Anderson  also  contributed
$500.00 to the Company as a contribution to capital.  Under Rule 405 promulgated
under the Securities Act of 1933, Messrs.  Hand and Anderson may be deemed to be
promoters of the Company.  No other persons are known to Management  which would
be deemed to be promoters.

         An officer of the Corporation has advanced  certain  expenses on behalf
of the Company. As of March 31, 1996, 1997, 1998 and 1999 such expenses totalled
$1,326,  $1,436,  $1,546 and  $1,656. On March 31, 1996 the  Company  issued the
officer 575,400 shares of common stock in cancellation of $575 of such debt.


                                                       12

<PAGE>



                                                     PART IV


Item 13.   EXHIBITS AND REPORTS ON FORM 8-K

           (a) Exhibits.  The following exhibits of the Company are included
herein.

    Exhibit No.            Document Description

        3.                 Certificate of Incorporation and Bylaws

                           3.1.     Articles of Incorporation(1)
                           3.2      Bylaws(1)

         10.               Material Contracts

                           10.1.    1992 Stock Option Plan(1)
                           10.2     Stock Option Agreement with Jehu Hand(1)
                           10.3     Stock Option Agreement with Eric Anderson(1)
                           10.4     Stock Option Agreement with Jehu Hand(2)

(1)      Incorporated by reference to such exhibit as filed with the Company's
 registration statement on Form 10-
         SB, File No. 0-24380.
(2)      Incorporated by reference to the Company's 1996 Annual Report.

        (b)                Reports on Form 8-K.

                           Not Applicable.


                                                       13

<PAGE>
<TABLE>
<CAPTION>



WOODLAKE VILLAGE ASSOCIATES, INC.
(A Development Stage Company)                                                    Statements of Financial Position


                                                     ASSETS

                                                                                  March 31,         March 31,
                                                                                    1999              1998


<S>                                                                               <C>                <C>
CURRENT ASSETS - CASH                                                             $                 $
    OTHER ASSETS
          Organization costs, net of accumulated amortization of $264, (Note 1)

    TOTAL ASSETS                                                                  $                 $



                                      LIABILITIES AND STOCKHOLDERS' EQUITY



CURRENT LIABILITIES - Accounts payable                                            $   1,081         $    971

STOCKHOLDERS' EQUITY
Preferred Stock, $.001 par value; 1,000,000 shares
  authorized; no shares issued and outstanding

Common Stock, $.001 par value; 20,000,000 shares
  authorized; 1,000,000 shares issued and outstanding                                 1,000            1,000

Additional paid-in capital                                                              821              821

Accumulated deficit during the development stage                                    (2,902)          (2,792)


    TOTAL STOCKHOLDERS' EQUITY                                                      (1,081)            (971)



TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                        $                 $




</TABLE>






                    The accompanying notes are an integral part of the financial
statements.

                                                       14

<PAGE>

<TABLE>
<CAPTION>


WOODLAKE VILLAGE ASSOCIATES, INC.
(A Development Stage Company)                                                            Statements of Operations



                                                                                                    CUMULATIVE
                                                                                                       FROM
                                                                 FOR THE                             INCEPTION
                                                               YEAR ENDED                         (June 11, 1992)
                                                                   TO                                     TO
                                                             March 31, 1999      March 31, 1998   March 31, 1999


<S>                                                           <C>               <C>                 <C>
REVENUES                                                      $                  $                 $

OPERATING EXPENSES

    General and Administrative                                           110                 110            2,638
    Amortization                                                                                              264
TOTAL OPERATING EXPENSES                                                 110                 110            2,902


NET (LOSS)                                                    $        (110)     $         (110)   $      (2,902)

NET (LOSS) PER SHARE                                          $        (Nil)     $         (Nil)   $          .01


WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                                             1,000,000           1,000,000          684,622












</TABLE>





















                    The accompanying notes are an integral part of the financial
statements.

                                                       15

<PAGE>

<TABLE>
<CAPTION>


WOODLAKE VILLAGE ASSOCIATES, INC.                                                          Statement of Changes in Stockholders'
(A Development Stage Company)                                                              Equity From Inception (June 11, 1992)
                                                                                                          Through March 31, 1998
                                                                                                    Accumulated
                                                                                                      Deficit
                                                        Common Stock              Additional        During the
                                                                                    Paid-In         Development
                                                  Shares            Amount          Capital            Stage           Total

Issuance of common stock
<S>                                                <C>           <C>             <C>                <C>
    for cash                                       400,000       $        400    $        100       $               $       500

Net (loss)                                                                                                (269)           (269)
Balances at
    March 31, 1993                                 400,000                400             100             (269)             231

Net (loss)                                                                                                (221)           (221)

Contribution to capital                                                                   500                               500

Sale of shares in private placement                 24,600                 25             221                               246
 on September 30, 1993

Balances at
    March 31, 1994                                 424,600       $        425    $        821       $     (490)     $       756

Net (loss) (unaudited)                                                                                    (863)           (863)

Balances at
  March 31, 1995 (unaudited)                       424,600       $        425    $        821       $   (1,353)     $     (107)

Net (loss) (unaudited)                                                                                  (1,163)         (1,163)

Issuance of Shares for debt                        575,400       $        575    $                  $               $       575

Balances at
  March 31, 1996 (unaudited)                     1,000,000       $      1,000    $        821       $   (2,516)     $     (695)

Net (Loss) (unaudited)                                                                                    (166)           (166)

Balances at
    March 31, 1997 (Unaudited)                   1,000,000       $      1,000    $        821       $   (2,682)     $     (861)

Net (loss) (unaudited)                                                                                      110             110

Balances at March 31, 1998
  (unaudited)                                    1,000,000       $      1,000    $        821       $   (2,792)     $     (971)

Net loss (unaudited)                                                                                        110             110

Balances at March 31, 1999
    (unaudited)                                  1,000,000       $      1,000    $        821       $   (2,902)     $   (1,081)
</TABLE>
      The accompanying notes are an integral part of these financial statements.

                                                               16

<PAGE>


<TABLE>
<CAPTION>

WOODLAKE VILLAGE ASSOCIATES, INC.
(A Development Stage Company)                                                                           Statements of Cash Flows




                                                                                                            CUMULATIVE
                                                                    FOR THE            FOR THE            FROM INCEPTION
                                                                     YEAR               YEAR               June 11, 1992
                                                                     ENDED              ENDED                   TO
                                                                March 31, 1999     March 31, 1998         March 31, 1999


CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                              <C>                <C>                    <C>
    Net (Loss)                                                   $        110       $      (110)           $     (2,902)

    Add item not requiring the use
      of cash - amortization                                                                                         264

    Increase (decrease) in accounts payable                               110                110                   1,081

    Net cash flows from operating activities                                                                     (1,557)

CASH FLOWS FROM INVESTING ACTIVITIES
    Organization Costs                                                                                             (264)

CASH FLOWS FROM FINANCING ACTIVITIES
    Contribution to Capital                                                                                          500
    Sale of common stock                                                                                           1,321
    Net Cash flows from financing activities                                                                       1,821


NET INCREASE IN CASH

CASH BALANCE AT BEGINNING OF PERIOD

CASH BALANCE AT END OF PERIOD                                    $                  $                      $







</TABLE>


















                            The  accompanying  notes are an integral part of the
financial statements.

                                                               17

<PAGE>



WOODLAKE VILLAGE ASSOCIATES, INC.
(A Development Stage Company)         Notes to Financial Statements

NOTE 1      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

            The Company was incorporated under the laws of the State of Delaware
            on  June  11,  1992,   for  the  purpose  of  seeking  out  business
            opportunities,   including  acquisitions.  The  Company  is  in  the
            development stage and will be very dependent on the skills, talents,
            and abilities of management to  successfully  implement its business
            plan.  Due to the Company's  lack of capital,  it is likely that the
            Company will not be able to compete with larger and more experienced
            entities  for  business  opportunities  which are lower risk and are
            more attractive for such entities.  Business  opportunities in which
            the  Company  may  participate  will  likely  be  highly  risky  and
            speculative.  Since  inception,  the Company's  activities have been
            limited  to  organizational   matters.   Organizational   costs  are
            amortized on a straight-line basis over five years.

            The  financial  statements  as of and for the years  ended March 31,
            1998 and 1997 are unaudited,  pursuant to the exemption  provided by
            Rule 3-11 of Regulation S-X.

NOTE 2      CASH AND CASH EQUIVALENTS

            The Company  considers all short-term  investments  with an original
            maturity of three months or less to be cash equivalents.


NOTE 3      RELATED PARTY TRANSACTIONS

            The officer and  director of the Company  currently  serves  without
compensation.

            An officer of the  Corporation  has  advanced  certain  expenses  on
            behalf of the  Company.  As of March 31, 1996,  1997,  1998 and 1999
            such  expenses  totalled  $1,326,  $1,436,  $1,546 and  $1,656.  The
            Company  issued  the  officer  575,400  shares  of  common  stock in
            cancellation of $575 of this amount.


NOTE 4      INCOME TAXES

            The fiscal  year end of the  Company is March 31st and an income tax
            return has not been filed. However, if an income tax return had been
            filed,  the Company would have a net operating loss  carryforward of
            $2,902 that would begin expiring in the year 2010.


NOTE 5      STOCK OPTION PLAN

            The  Company  has  stock  option  plans  for  directors,   officers,
            employees,  advisors,  and  employees of companies  that do business
            with the Company,  which  provide for  non-qualified  and  qualified
            stock options.  The Stock Option  Committee of the Board  determines
            the option  price which cannot be less than the fair market value at
            the  date of the  grant  of 110% of the  fair  market  value  if the
            Optionee holds 10% or more of the Company's  common stock. The price
            per share of share  subject to a  Non-Qualified  Option shall not be
            less  than 85% of the fair  market  value at the date of the  grant.
            Options  generally  expire either three months after  termination of
            employment,  or ten years  after  date of grant  (five  years if the
            optionee holds 10% or more of the Company's common stock at the time
            of grant).


                                                        18

<PAGE>



                                                    SIGNATURES

        Pursuant to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on June 10, 1999.


                                              WOODLAKE VILLAGE ASSOCIATES, INC.


                                                           By:    /s/ Jehu Hand
                                                                  Jehu Hand
                                                                  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 on June 10, 1999.



By:     /s/ Jehu Hand President, Secretary, Chief Financial Officer and Director
        Jehu Hand

                                                        19

<PAGE>