SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-K

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


For the fiscal year ended                                Commission file number
    December 31, 1998                                          33-27042-NY
-------------------------                                ----------------------


                         FINANCIAL EXPRESS CORPORATION
             (Exact name of registrant as specified in its charter)

           Nevada                                              93-0996537
----------------------------                             ----------------------
(State of other jurisdiction                                 (IRS Employer
of incorporation)                                        Identification Number)

 P. O. Box 974, Rancho Santa Fe, California                      92067
-------------------------------------------              ----------------------
 (Address of principal executive offices)                     (Zip Code)

Registrant's telephone number:  (760) 756-3018
                                --------------

         Securities registered pursuant to Section 12(b) of the Act:

             NONE                                                  NONE
            ------                                                ------
     (Title of Each Class)                               (Name of Each Exchange
                                                           on which Registered)

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

                                     Common
                                (Title of Class)

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.

     (1)      Yes      No  X  **                 (2)      Yes  X   No
                 -----   -----                               -----   -----

The number of shares of the Common Stock of the registrant outstanding as of
December 31, 1998 was 3,704,900. The aggregate common stock held by
non-affiliates on December 31, 1998 was approximately 204,900 shares.

** Form 10-Q was not filed for 1999 and 2000 until August, 2000.

<PAGE>


                                 FORM 10-K INDEX

                                     PART I


Item 1.  Business                                                             3

Item 2.  Properties                                                           3

Item 3.  Legal Proceedings                                                    3

Item 4.  Submission of Matters to a Vote of Security
                    Holders                                                   3


                                     PART II

Item 5.  Market for Registrant's Common Equity and
                    Related Stockholders Matters                              4

Item 6.  Selected Financial Matters                                           5

Item 7.  Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                       6

Item 8.  Financial Statements and Supplementary Data                          7

Item 9.  Changes in and Disagreements with Accountants
                    on Accounting and Financial Disclosure                    7


                                    PART III

Item 10. Directors and Executive Officers of Registrant                       7

Item 11. Executive Compensation                                               7

Item 12. Security Ownership of Certain Beneficial
                    Owners and Management                                     8

Item 13. Certain Relationships and Related Transactions                       8


                                     PART IV

Item 14. Exhibits, Financial Statement Schedules, and
                    Reports on Form 8-K                                       8

         A-1      Financial statements at December 31, 1998 Financial statements
                  at December 31, 1997 Financial statements at December 31, 1996
         A-2      Financial statement schedules (None)
         A-3      Exhibits (None)
          B       Reports on Form 8-K

<PAGE>


Item 1.  Business
         --------

GENERAL

     Financial Express Corporation (the "Company") was originally incorporated
in the state of Nevada on January 5, 1989 as Harley Equities, Ltd., to purchase,
merge with or acquire any business or assets which management believed had the
potential for being profitable. During May of 1991, through a series of
transactions, Harley acquired all of the outstanding stock of Financial Express
Corporation, a company organized to develop and commercialize a distinctive
nationwide service for processing and clearing checks and related bank
transactions. The only assets of the acquired Company consisted of intangible
assets comprised of intellectual properties, vendor relationships and customer
relationships established during the development of the service. Concurrent with
the acquisition, the Company changed the Corporate name to Financial Express,
Corporation. The Company expended all of its liquidity during 1991 in the search
for financing in order to properly develop and market its product.

     During 1996, the development of this business was abandoned and the
intangible assets were written off.

     The Company is currently in the process of searching for financing and/or
potential merger candidates to carry on the Company's existing or other business
opportunities.

     The Company currently has no employees.


Item 2.  Properties
         ----------

     The Company does not currently own or lease any properties. The directors
provide office space at no charge to the Company.


Item 3.  Legal Proceedings
         -----------------

     None.


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

     None.




                                        3

<PAGE>


                                     PART II

Item 5.  Market for Registrant's Common Equity and
         Related Stockholder Matters
         ---------------------------

                             (a) Market Information

         There is no market information established for the Company.

                                   (b) Holders

The approximate number of shareholders of record of the Common Stock of the
Company as of December 31, 1998 was 35.


                                  (c) Dividends

     The Company has never paid a cash dividend and intends to retain earnings,
if any, for use in its business and does not presently intend to pay any cash
dividends on its Common Stock.

                             (d) Stock transactions

     On May 1, 1991, the Registrant issued 3,500,000 shares of its Common Stock
in exchange for all of the issued and outstanding Common Stock of Financial
Express Corporation, Westlake, California, a business recently organized to
develop and commercialize a distinctive nationwide service of processing the
clearance of checks and related bank items. Prior to the completion of such
transaction, there was issued and outstanding 138,000 Common Shares of the
Registrant. The shareholders of Financial Express Corporation acquiring the
shares of the Registrant are Phil E. Pearce, Frank G. Baldwin and D. Lee Falls,
who acquired 1,166,667, 1,166,666 and 1,166,666 shares, respectively of the
Registrant. Simultaneously with the completion of the transaction, Messrs.
Pearce, Falls and Baldwin were elected directors of the Company and following
completion of the transaction Howard Bronson, Isidor Friedenberg and Donald
Weinberger resigned as officers and directors of the Company. Such resignations
did not involve any disagreement with the Registrant. The Board of Directors has
elected Mr. Pearce, Chairman, Mr. Falls, President, and Mr. Baldwin, Executive
Vice President and Secretary of the Company. Following completion of the
transaction, each of them own 31.6% of the issued and outstanding Common Stock
of the Registrant.

                                        4

<PAGE>


                           (d) Stock transactions (continued)

In connection with these transactions, the holders of Underwriter's Unit
Purchase Warrant Agreements and Certificates issued by the Registrant in
connection with the Registrant's initial public offering in June, 1990, agreed
to cancel their demand registration rights and limit their piggy-back
registration rights such that they not be exercisable after expiration of the
Registrant's Class A or Class B Redeemable Stock Purchase Warrants. In addition,
Westminster Securities Corporation, who acted as underwriter in connection with
the Registrant's firm commitment public offering, agreed to a modification of
Section 5 of the Registrant's Underwriting Agreement respecting the
underwriter's "first right of refusal" on future offerings to limit such right
to public offerings of the securities of the Registrant in amounts not to exceed
$5,000,000.


Item 6.  Selected Financial Data
         -----------------------

                       1998       1997       1996       1995        1994
                      ------     ------     ------     ------      ------

Revenues               --          --        --          --          --

Net profit (loss)    (2,500)    ( 2,500)   ( 2,500)   (96,323)    (72,890)

Net profit (loss)
  per share            (.00)       (.00)      (.00)      (.03)       (.02)

Total assets           --          --        --          --        93,823

Working Capital     (15,800)    (13,300)   (10,800)    (8,300)     (5,800)

                                       5

<PAGE>


 Item 7. Management's Discussion and Analysis of Financial Condition and
         Results of Operations.
         ---------------------

     The following results of operations for the fiscal years ended December 31,
1996, 1997 and 1998 should be read in conjunction with the financial statements
and notes pertaining thereto appearing elsewhere in this Form 10-K.

                                      1998             1997             1996
                                  -----------      -----------      -----------

Revenues                          $      --        $      --        $      --
Expenses                                2,500            2,500            2,500
                                  -----------      -----------      -----------

         Net loss                      (2,500)          (2,500)      $ ( 2,500)
                                  ===========      ===========      ===========

Weighted average common
  shares outstanding                3,704,900        3,704,900        3,704,900
                                  ===========      ===========      ===========

Loss per common share             $     (.001)     $     (.001)     $     (.001)
                                  ===========      ===========      ===========


     The Company's activity during the fiscal year ended December 31, 1998
consisted primarily of exploring various financing and investment opportunities.

     As discussed in Note 1 to the Financial Statements, the Company's continued
existence is dependent upon its ability to resolve its liquidity problems by the
acquisition of additional equity financing, or the achievement of profitable
operations. Management believes that profitable operations will be achieved
within the next two years, based upon the Company's current planned operating
activities made possible by various possible equity and debt capital options.

     Liquidity. The Company currently has a short-term liquidity problem, as
evidenced by its current working capital deficit of $(15,800). However,
management is confident that it will able to raise additional equity capital,
due to the prospects for success with the possible new businesses.

           YEAR ENDED DECEMBER 31, 1998 COMPARED TO DECEMBER 31, 1997

       Operating expenses were insignificant due to company's inactivity.

           YEAR ENDED DECEMBER 31, 1997 COMPARED TO DECEMBER 31, 1996

     Operating expenses were insignificant due to the company's lack of working
capital. The Company has no fixed operational financial commitments and
management was able to avoid incurring any significant expenses during the year.

                                        6

<PAGE>


Item 8.  Financial Statements and Supplementary Data
         -------------------------------------------

     Reference is made to the financial statements included later in this report
under Item 14.


Item 9.  Changes in and Disagreements with Accountants
         on Accounting and Financial Disclosure
         --------------------------------------

     None



                                    PART III

Item 10. Directors and Executive Officers of the Registrant
         --------------------------------------------------

Name                       Age               Position
----                       ---               --------

Phil E. Pierce             69               Chairman, Treasurer and
                                            Director
Frank G. Baldwin           68               President, Secretary, and
                                            Director

     The Directors will serve until the next annual meeting of shareholders or
until their successors have been elected.

     The Officers are elected annually by the Directors and serve at the
discretion of the Board of Directors.


Item 11. Executive Compensation
         ----------------------

     None.

                                        7

<PAGE>


Item 12. Security Ownership of Certain Beneficial
         -----------------------------------------
         Owners and Management
         ---------------------

Name and Address of                 Number of Shares of            Percentage
Beneficial Owner                    Common Stock Owned            of Ownership
----------------                    ------------------            ------------

Phil E. Pearce                          1,166,666                     31.5%
6624 Greenleaf Court
Charlotte, NC  28270

D. Lee Falls                            1,166,667                     31.5%
633 W. Fifth Street, #3675
Los Angeles, CA  90071

Frank G. Baldwin                        1,166,667                     31.5%
P. O. Box 974
Rancho Santa Fe, CA 92067
                                        ---------                     ----

All Officers and Directors
  as a group                            3,500,000                     94.5%
                                        =========                     ====




Item 13. Certain Relationships and Related Transactions
         ----------------------------------------------

     None.


                                     PART IV



Item 14. Exhibits, Financial Statements Schedules and Reports on Form 8-K
         ----------------------------------------------------------------

         A-1      Financial statements at December 31, 1998,
                  1997 and 1996
         A-2      Financial statement schedules (None)
         A-3      Exhibits (None)
          B       Reports on Form 8-K
                           May 1, 1991

                                        8

<PAGE>


                             Henson & Company, CPA's
                       87 North Raymond Avenue Sixth Floor
                               Pasadena, CA 91103
                        (626) 792-0666 Fax (626) 683-0099
                    Stephen Henson, CPA Elizabeth Henson, CPA

To the Board of Directors
Financial Express Corporation

We have audited the accompanying balance sheets of Financial Express Corporation
at December 31, 1998 and 1997 and the related statements of operations,
stockholders' equity, and cash flows for each of the years ended December 31,
1998, 1997 and 1996. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial 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 Financial Express Corporation
at December 31, 1998 and 1997, and the results of operations, changes in
stockholders' equity and cash flows for each of the years ended December 31,
1998, 1997, and 1996 in conformity with generally accepted accounting
principles.

The accompanying 1998 financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in note 1, at December
31, 1998 the Company has no working capital and faces uncertainty with respect
to the prospects of acquiring and/or operating a successful business in the
future. These facts raise substantial doubt as to the Company's ability to
continue as a going concern. Management's plans as to these matters are
described in note 1. The 1998 financial statements do not include any
adjustments that might result from the outcome of these uncertainties.





Pasadena, California              By: /s/  Stephen Henson
                                     -----------------------------------------
June 22, 2000                        Stephen Henson, CPA

                                        9

<PAGE>


                          FINANCIAL EXPRESS CORPORATION
                                 Balance Sheets
                           December 31, 1998 and 1997

                  Assets
                                                          1998           1997
                                                       ---------      ---------
Intangible assets,
  net of accumulated
  amortization of $351,950
  and $351,950                                         $    --        $    --
                                                       ---------      ---------

Total assets                                           $    --        $    --
                                                       =========      =========


         Liabilities and Stockholders' Equity

Current liabilities:
Accrued professional fees                              $  13,650      $  11,150
Due to officer                                             2,150          2,150
                                                       ---------      ---------

   Total current liabilities                              15,800         13,300

Stockholders' equity:
Common stock $.001 par value;
  25,000,000 shares
  authorized; 3,704,900
  issued and outstanding                                   3,705          3,705
Additional paid in-capital                               408,641        408,641
Accumulated deficit                                     (428,146)      (425,646)
                                                       ---------      ---------

   Total stockholders' equity                            (15,800)       (13,300)
                                                       ---------      ---------

Total liabilities
  and stockholders' equity $                                --        $    --
                                                       =========      =========

                             See accompanying notes

                                       10

<PAGE>


                          FINANCIAL EXPRESS CORPORATION
                            STATEMENTS OF OPERATIONS
              For the years ended December 31, 1998, 1997 and 1996

                                          1998           1997          1996
                                       -----------    -----------   -----------

Income                                 $      --      $      --     $      --

Operating expenses:
         Amortization                         --             --            --
         Legal and
           professional fees                 2,500          2,500         2,500
                                       -----------    -----------   -----------

         Total operating expenses            2,500          2,500         2,500
                                       -----------    -----------   -----------

         Net loss                      $    (2,500)   $ ( 2,500)     $ ( 2,500)
                                       ===========    ===========   ===========

         Loss per share                $      (.00)   $      (.00)  $      (.00)
                                       ===========    ===========   ===========

         Weighted average
           shares outstanding            3,704,900      3,704,900     3,704,900
                                       ===========    ===========   ===========

                             See accompanying notes

                                       11

<PAGE>


<TABLE>
<CAPTION>
                                                     FINANCIAL EXPRESS, INC.
                                               STATEMENT OF STOCKHOLDERS' EQUITY
                                      For the Years Ended December 31, 1998, 1997, and 1996

                                                                                 Additional                         Total
                                                      Common Stock                Paid In        Accumulated     Stockholders'
                                                 Shares           Amount          Capital          Deficit          Equity
                                                 ------           ------          -------          -------          ------

<S>                                            <C>              <C>              <C>              <C>               <C>
Balances at December 31, 1995                  3,704,900        $   3,705        $ 408,641        $(420,646)        $  (8,300)

Net loss                                            --               --               --             (2,500)           (2,500)
                                               ---------        ---------        ---------        ---------         ---------
Balances at December 31, 1996                  3,704,900            3,705          408,641         (423,146)          (10,800)

Net loss                                            --               --               --             (2,500)           (2,500)
                                               ---------        ---------        ---------        ---------         ---------
Balances at December 31, 1997                  3,704,900            3,705          408,641         (425,646)          (13,300)

Net loss                                            --               --               --             (2,500)           (2,500)
                                               ---------        ---------        ---------        ---------         ---------
Balances at December 31, 1998                  3,704,900        $   3,705        $ 408,641        $(428,146)        $ (15,800)
                                               =========        =========        =========        =========         =========



                                                 See accompanying notes

                                                            12


</TABLE>



<PAGE>


                          FINANCIAL EXPRESS CORPORATION
                        (a development stage enterprise)
                            STATEMENTS OF CASH FLOWS
              For the years ended December 31, 1998, 1997 and 1996

                                              1998          1997          1996
                                              ----          ----          ----

CASH FLOWS FROM OPERATING ACTIVITIES:

  Net loss                                  $(2,500)      $(2,500)      $(2,500)

  Adjustments to reconcile
    net loss to net cash
    used by operating
    activities:

    Amortization                               --            --            --
    (Increase) decrease in:
          Accounts
           receivable - officer                --            --            --
    Increase (decrease) in:
          Bank overdraft                       --            --            --
          Accrued liabilities                 2,500         2,500         2,500
                                            -------       -------       -------

Net cash used
    by operating activities                    --            --            --
                                            -------       -------       -------

NET INCREASE IN CASH                           --            --            --
CASH - BEGINNING OF PERIOD                     --            --            --
                                            -------       -------       -------

CASH - END OF PERIOD                        $  --         $  --            --
                                            =======       =======       =======

                             See accompanying notes

                                       13

<PAGE>


                          FINANCIAL EXPRESS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

                        December 31, 1998, 1997 and 1996


1.       Summary of significant accounting principles
         --------------------------------------------

             General
             -------

          Financial Express Corporation (the "Company") was originally
        incorporated in the State of Nevada on January 5, 1989, as Harley
        Equities, Inc. ("Harley"), and was formed to purchase, merge with or
        acquire any business or assets which management believed had the
        potential for being profitable. Through a series or transactions, Harley
        acquired all of the stock of Financial Express Corporation, a Delaware
        corporation organized to develop and commercialize a distinctive
        nationwide service for processing and clearing checks and other bank
        transactions. The only assets of the acquired Company consisted of
        intangible assets comprised of intellectual properties, vendor
        relationships and customer relationships established during the
        development of the service. In connection with the transaction, the
        Company changed its name to Financial Express Corporation.

               During 1995, the development of the check clearing business was
        abandoned and the intangible assets were fully amortized.

             Presentation
             ------------

          The Company's 1998 financial statements have been presented on the
        basis that it is a going concern, which contemplates the realization of
        assets and the satisfaction of liabilities in the normal course of
        business. As shown in the financial statements, the Company has a
        working capital deficit, and currently has not been able to bring its
        product to the marketplace. While the Company expects profits over the
        long term, the Company is currently seeking additional working capital
        and equity capital to fund the marketing and further development of the
        Company's product. The Company is continuing to pursue various
        investment and merger opportunities in its efforts to reach its
        investment and business objectives.

          The Company's continued existence is dependent upon its ability to
        finance continued product development and marketing programs by the
        acquisition of additional equity or debt financing, or in the
        procurement of a suitable merger candidate. While pursuing such
        opportunities, the Company must continue to operate on the limited
        resources by the Company's officers.

                                       14

<PAGE>


                          FINANCIAL EXPRESS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

                        December 31, 1998, 1997 and 1996


1.      Summary of significant accounting principles (continued)
        --------------------------------------------------------

             Intangible assets
             -----------------

          Intangible assets are carried at cost, and are comprised of
        intellectual properties and vendor and potential customer relationships.
        Amortization is provided using the straight-line method over five years.


2.       Capitalization
         --------------

          In June 1990 the Company sold on a firm commitment basis 16,000 units
        at $6.00 per unit. Each unit consisted of one share of common stock par
        value of $.001 and sixteen Redeemable Stock Purchase Warrants each
        warrant capable of purchasing one share of common stock as follows:

                                                                      Exercise
                  Warrants          Total                               Price
  Class           Per Unit         Warrants     Expiration date       Per Share
  -----           --------         --------     ---------------       ---------

    A                16             256,000     June 1, 2002            $5.50
    B                16             256,000     June 1, 2002            $6.00


3.      Stock Transactions
        ------------------

          On March 26, 1991 the Company issued 15,000 shares of common stock to
        certain officers of Westminster Securities Corporation holding
        Underwriters Purchase Warrants in exchange for their agreement to
        modifications (see May 1, 1991 stock transaction below) to the
        Underwriting Agreement and Underwriters Purchase Warrant Agreements.

          On May 1, 1991, The Company issued 3,500,000 shares of its common
        stock in exchange for all the issued and outstanding common stock of
        Financial Express Corporation, a development stage enterprise organized
        to develop and commercialize a distinctive nationwide service of
        processing the clearance of checks and related bank items.

          During 1990, the Company retained Howard Bronson and Co. to act as its
        financial public relations counsel. In 1991, in connection therewith and
        for prior services rendered, the Company issued 51,500 shares of common
        stock to Howard Bronson and Co.

                                       15

<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, hereunto duly authorized

FINANCIAL EXPRESS CORPORATION


By: /s/  Frank Baldwin                      Date: June 16, 2000
   ----------------------------                   -------------
   Frank Baldwin
   President and director


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following person on behalf of the Registrant and
in the capacity and on the date indicated.

NAME & POSITION                             DATE


/s/  Phil E. Pierce                         June 19, 2000
-------------------------------                  ---
Phil E. Pierce, Chairman
and Director


/s/  Frank G. Baldwin                       June 16, 2000
-------------------------------                  ---
Frank G. Baldwin, Executive Vice
President, Secretary and Director

                                       16