UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                            ------------------------
                                    FORM 20-F

                                   (MARK ONE)

     / /         REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF
                        THE SECURITIES EXCHANGE ACT OF 1934
                                      OR
     /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
                                       OR
     / /          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        COMMISSION FILE NUMBER: 333-8958
                            ------------------------

                       EQUITY FINANCE HOLDING CORPORATION
             (Exact name of registrant as specified in its charter)

                                     BELIZE
                 (Jurisdiction of incorporation or organization)
                            ------------------------
                                    SUITE 408
                            CALLE CLEOFAS RUIZ #853-B
                            ZONA CENTRO - C.P. 22710
                         PLYAS DE ROSARITO, B.C., MEXICO
                    (Address of principal executive offices)
                            ------------------------
SECURITIES  REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
None
SECURITIES  REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT TO SECTION 15(D)OF
THE  ACT:
    Indicate the number of outstanding shares of each of the issuer's classes of
capital  or  common  stock  as  of the close of the period covered by the annual
report:
                        5,149,000 Shares of Common Stock
Indicate by check mark whether the Registrant has (1) 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      / /
Indicate  by  check  mark  which  financial  statement  item  the Registrant has
elected  to  follow.
                             Item 17 / /  Item 18 /X/


<PAGE>
--------------------------------------------------------------------------------

     Equity  Finance  Holding Corporation (the "Company") was incorporated under
the  laws  of  Belize, Central America on March 6, 1998. Its principal executive
offices  are located at Suite 408, Calle Cleofas Ruiz #853-B, Zona Centro - C.P.
22710,  Plyas  De  Rosarito,  B.C.,  Mexico.  Its telephone number in the United
States  is  (888)  450-3342. References herein to "EFIC" refer to Equity Finance
International  Corporation,  the  majority  shareholder  of  the Company. Equity
Finance  Holding  Corporation  trades  on  the  United  States  NASD OTCBB stock
exchange  with  the  trading  symbol  of  EFHLF.

                           SAFE HARBOR STATEMENT UNDER
              THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

     The  statements  included  in this annual report on Form 20-F ("Form 20-F")
regarding future financial performance and results and the other statements that
are  not  historical facts are forward-looking statements. The words "believes,"
"intends,"  "expects,"  "anticipates,"  "projects,"  "estimates," "predicts" and
similar  expressions  are  also intended to identify forward-looking statements.
Such   statements   reflect   various  assumptions  by  the  Company  concerning
anticipated  results  and  are  subject  to  significant  business, economic and
competitive risks, uncertainties and contingencies. Accordingly, there can be no
assurance  that such statements will be realized.  Such risks, uncertainties and
contingencies  could  cause  the Company's actual results for 2000 and beyond to
differ  materially  from  those expressed in any forward-looking statements made
by,  or  on  behalf  of,  the  Company.  The  Company makes no representation or
warranty as to the accuracy or completeness of such statements contained in this
Form  20-F.


                            20-F      Page  2 of 18
<PAGE>
                                TABLE OF CONTENTS

                               GENERAL INFORMATION


                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 4
ITEM  2.  DESCRIPTION  OF  PROPERTY_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 7
ITEM  3.  LEGAL  PROCEEDINGS       _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 7
ITEM  4.  CONTORL  OF  REGISTRANT_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 7
ITEM  5.  NATURE  OF  TRADING  MARKET_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 8
ITEM  6.  EXCHANGE  CONTROLS  AND  OTHER  LIMITATIONS
               AFFECTING  SECURITY _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _8
ITEM  7.  TAXATION_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _ 8
ITEM  8.  SELECTED  FINANCIAL  DATA_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _11
ITEM  9.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITIONS  AND  RESULTS  OF  OPERATIONS _ _ _ _ _ 11
ITEM  10. DIRECTORS  AND  OFFICERS  OF  REGISTRANT_ _ _ _ _ _ _ _ 13
ITEM  11. COMPENSATION  OF  DIRECTORS  AND  OFFICERS_ _ _ _ _  _ _13
ITEM  12. OPTIONS  TO  PURCHASE  SECURITIES  FROM
                 REGISTRANT  OR  SUBSIDIARIES _ _ _ _ _ _ _ _ _ _ 16
ITEM  13. INTEREST  OF  MANAGEMENT  IN  CERTAIN  TRANSACTIONS_ _ _16

                                     PART II

ITEM  14. (NOT  APPLICABLE)_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _17

                                    PART III

ITEM  15. DEFAULTS  UPON  SENIOR  SECURITIES_ _ _ _ _ _ _ _ _ _ _ 17

ITEM  16. CHANGES  IN  SECURITIES  AND  CHANGES  IN  SECURITY
                FOR REGISTERED SECURITIES AND USE OF PROCEEDS_ _ _17

                                     PART IV

ITEM  17. FINANCIAL  STATEMENTS_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _17
ITEM  18. FINANCIAL  STATEMENTS_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _17
ITEM  19. FINANCIAL  STATEMENTS  AND  EXHIBITS_ _ _ _ _ _ _ _ _ _ 17

        SIGNATURES_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 18


                            20-F      Page  3 of 18
<PAGE>
                                     PART I

                        ITEM 1. DESCRIPTION OF BUSINESS.
GENERAL

     Equity  Finance  Holding  Corporation  ("the  Company")  is  a  management
consulting  corporation that arranges equity investment in client companies. The
U.S.  SIC  Code  is  8742, Management Consulting Services.  The Company's global
target  market  is  small  to  medium-size  enterprises with gross sales between
US$1,000,000  and  US$20,000,000.  EFHC  commenced operations in March 1998. The
Company  shares  office space in Punto Gordo, Belize with its resident agent. It
also  shares office space in Plyas de Rosarito, B.C., Mexico with Equity Finance
International  Corporation.  It  is  being  provided office space without costs.

    The  Company  intends  to  market  its  services through a global network of
business  representatives  and  affiliates.  Representatives  are  freelance
consultants  who  provide  client  referrals to EFHC on a commission basis.  The
representative  refers clients to EFHC. The representative can: (1) simply refer
clients  to  EFHC, or (2) refer the client, help the client provide underwriting
documentation  and  assist  with the client investor relations program after the
EFHC  funding  program  is  successful.

     For number (1) above, the standard commission that the representative would
receive  from  EFHC when the client provides the first deposit would be US$5,000
plus  US$7,000  with  first  funding.  For (2) above, the standard commission is
higher  when  the representative's services include referral of client companies
to  EFHC  and  documentation  supporting  the  SEC filing and investor relations
programs. Commission payment to the representative in this case is US$5,000 from
the  client deposit and seven additional payments of US$1,000, plus US$48,000 at
the  time  of  the first client funding and 60,000 shares of the client company.
This  is  a continuing support role by the representative to EFHC and the client
company  for  several  years  with  significant  activity  on  the  part  of the
representative  for  this  extended  period.

     An affiliate is a strategic partner to EFHC, usually located outside of the
United  States,  who  is  generally  in the business of assisting companies with
venture  financing.  EFHC  and the Affiliate jointly venture to assist companies
and  participate  in  the  fees for services provided on a shared basis.  Common
compensation for an affiliate, when the fee is collected from the client, may be
a share of $250,000 plus 8% of the unregistered shares of the client company (or
lesser  amounts  depending  on  the nature of the client). The affiliate or EFHC
will recover costs from this fee with the net revenue from the costs being split
on  a  50%/50%  basis.  The costs for services will be mutually agreed upon. The
party  expending  costs  within  the  month  will  receive  70%  of  the monthly
installment fee paid by the client and the party not expending the costs, at the
time,  will  receive 30% of the monthly installment fee.  EFHC and the affiliate
will  agree on a fee, scope of work, tasks and roles in advance of commencing on
the  funding  program  for  the  client.


                            20-F      Page  4 of 18
<PAGE>
     At  present,  EFHC  has one representative, Capital Funds Group, located in
Berkeley,  California,  USA  and  one  affiliate  in  Woodland, California, USA.
Affiliates  are  being sought in various parts of the world including Australia,
China,  Cypress,  England,  Germany,  India, Pakistan, Singapore, and the United
States.  EFHC  is  also  seeking to develop affiliate relationships with Venture
Capital  companies  throughout  the  world.  EFHC  has no assurances that it can
attract  affiliates,  representatives  or  additional  clients.


STATUS  OF  THE  MANAGEMENT  CONSULTANT  INDUSTRY

     In  the  past  20 years, the Management Consulting Industry has undergone a
period  of  radical change. The Market is global. Management consultants offer a
growing  diversity  of services. This includes everything from Corporate Finance
to  Human  Resources.

COMPANY  HISTORY

     The  Company  was  formed  in  Belize,  Central  America,  under the Belize
International  Business  Corporation Act, pursuant to Section 14(3), on March 6,
1998  as  IBC  #6826.  The  Company  operates  under the laws of Belize, Central
America.  The  registered  office  of  the Company is at 1st Floor East Wing, 65
Front  St.,  Punto  Gordo,  Belize, Central America. The International Corporate
address is Suite 408, Calle Cleofas Ruiz #853-B, Zona Centro - C.P. 22710, Plyas
De  Rosarito,  B.C., Mexico. All office space is shared and the Company does not
pay  any  part  of  the  rent for its use.  EFHC business operations are located
outside  the United States.  EFHC's affiliate in the United States is located at
1296  E. Gibson Road, #149, Woodland, CA, 95776, USA.  The U.S. telephone number
is  888-450-3342.

THE  BUSINESS  OF  THE  COMPANY

     EFHC  is  a  Management  Consultant firm that arranges equity investment in
client  companies.  The  Company  identifies foreign and United States companies
that  can  carry out an expansion program designed to groom the company for sale
or  merger  with  an  industry  giant. EFHC will assist the client in becoming a
reporting company and list with the NASD OTCBB for trading. Shares of the client
company  will be sold to public and private investors to arrange a funding of up
to  $10  million.  EFHC  will  then work with the client company for the period.
EFHC  will  assist with developing sound growth, shareholder value, and investor
relations. Shares in the name of principals of the client company will be pooled
and  vaulted for five years. The pooling and vaulting agreement will be designed
to protect new shareholders; however, this agreement may be modified at any time
by  unanimous vote of all parties to the pooling and vaulting agreement. Because
the  pooling  and  vaulting agreement may be modified by the parties pooling and
vaulting  their  shares,  shareholders  not  party  to  the agreement may suffer
significant  adverse  effects,  specifically  a  material decline in their share
value,  should  the  pooling  and  vaulting  agreement  be  modified.  EFHC  has
represented  this  program  to  some potential clients under the name "Advantage


                            20-F      Page  5 of 18
<PAGE>
2000  Program."  EFHC representatives and affiliates may use other names for the
program.

     As  of  December  31,  1999,  the  Company has two clients. A commission of
$62,500  is  due  Capital Funds Group for one of the clients, which will be paid
upon  the  client's  first  capital  infusion.  To  date  no companies have been
financed  through  the  program.

If  EFHC  is  able  to  increase its capital resources, either through a debt or
equity  financing,  the  Company  may  seek  to  grow through the acquisition of
Management Consulting Firms whose clients need EFHC's help.  However, management
can  provide  no assurances that such financing will be available to the Company
or  that  suitable  acquisition  candidates  will  be  identified.

     The  Company plans to reinvest profits and does not envision the payment of
cash dividends to stockholders.  The Company does plan to pay stock dividends in
client  companies  to  EFHC  shareholders.  However,  since  inception  no stock
dividends  in  client  companies  have  been  paid  to  EFHC shareholders and no
assurances  can  be  provided  that  such  dividends will be paid in the future.

START-UP  OF  BUSINESS  OPERATIONS

     The  Company  continues to interview prospective clients.  EFHC anticipates
losing  money  for  several years.  Without paid employees or paid office space,
the  Company's  operating  costs  are  minimal.

COMPETITION  AND  PRICING

     Many  firms  offer  financial solutions to businesses.  Many of these firms
are  larger  and  better  financed  than  EFHC.  EFHC  must  price  its services
competitively.

CURRENCY  AND  FOREIGN  EXCHANGE

     While  the  Company is incorporated in Belize and has its primary office in
Mexico,  the  Company  does  business in United States dollars.  This policy may
exclude  some  potential clients from using EFHC's services.  EFHC's U.S. Dollar
policy  appears  to  limit  foreign  exchange  risk.

CONFLICT  OF  INTEREST

     EFHC  has a policy of appointing a member to the Board of Directors of each
of  its  client  companies.  At  present, EFHC would select Mr. J. Mahan, Mr. J.
Bishop,  or  Mr.  W.  Cate  as  their  representative  to  the client's Board of
Directors.   This  policy  has  a  potential  to  create  a conflict of interest
between  EFHC  and  the  client  company's  Board of Directors. The Company does
maintain a policy on Conflict of Interest. This policy requires a fiduciary duty
on the part of each and every director and officer of the Company. Should such a
conflict  develop,  the  appointed  client  board member would withdraw from the
discussion  and  vote  on  the  issue  before  the EFHC Board.  In any potential


                            20-F      Page  6 of 18
<PAGE>
conflict  issue,  it  is  the responsibility of the individual director to state
that  they  see  a  conflict and withdraw from the discussion and voting on that
topic.  Further,  the  Board  of  Directors will also determine if a conflict of
interest  exists  pursuant  to  the  policy  of  the  Company.

DEPENDENCE  ON  KEY  PERSONNEL

     The  Company's  success  will depend in substantial part upon the continued
services of J. Bishop, W. Cate and J. Mahan and the Company's ability to attract
and  retain executive personnel for its expanded operations.  The loss of any of
these  individuals  would  have a material adverse effect on the Company.  There
can  be  no  assurances  that  the  Company will be successful in attracting and
retaining  qualified  employees  and  the failure to do so could have a material
adverse  effect  on  the  Company.


ITEM  2.  DESCRIPTION  OF  PROPERTY.

          There is no property, tangible or intangible recorded in the financial
statements  of  the  Company.


ITEM  3.  LEGAL  PROCEEDINGS.

     The  Company  has  not  experienced  any  legal  proceedings,  nor  are any
anticipated. The Company has not experienced bankruptcy, receivership or similar
proceedings.  There  has  been  no  material  reclassification,  merger  or
consolidation  of  the  Company,  no  acquisition or disposition of any material
amount  of assets other than in the ordinary course of business, and no material
changes  in  the  mode  of  conducting  the  business.

ITEM  4.  CONTROL  OF  REGISTRANT.

     Equity  Finance  International Corporation, a Belize Corporation, currently
owns  ninety-seven  percent of the Company's currently outstanding Common Stock,
which  consists  of  5,149,000  shares.  Approximately  914  shareholders retain
beneficial  interest  in  the  company  as  of  December  31,  1999.

----------------------------------------  ---------  ------------
IDENTITY OF PERSON/GROUP                  PERCENT    AMOUNT OWNED
COMMON STOCK                              OF CLASS
----------------------------------------  ---------  ------------
Equity Finance International Corporation      96.7%     4,980,555
Officers & Directors as a group. . . . .        .2%         9,500
----------------------------------------  ---------  ------------


                            20-F      Page  7 of 18
<PAGE>
ITEM  5.  NATURE  OF  TRADING  MARKET.

     On  March  23,  1999,  Equity  Finance  Holding  Corporation  received  the
effective  letter  from  the  US  Securities and Exchange Commission registering
514,900  common shares.  The CUSIP number for these certificates is P37473-10-8.
The  ISN  is  BZP374731081.  The Company was listed on the NASD Over The Counter
Bulletin  Board  exchange on June 14, 1999.  The OTCBB is the trading market for
the  common  shares  of  EFHC  (OTCBB  trading  symbol  is  EFHLF:OTC.BB).

The Company commenced trading in July 1999 at one US cent.  The following is the
high  and  low sales prices, since July 1999, for the Company's Common Stock for
each  month  of  1999.

-------------  ----------------  ---------------
Month of 1999  High US Dollars   Low US Dollars
-------------  ----------------  ---------------
July           $           2.50  $          0.01
-------------  ----------------  ---------------
August         $           4.00  $          1.25
-------------  ----------------  ---------------
September      $           4.00  $          0.45
-------------  ----------------  ---------------
October        $           4.00  $          0.40
-------------  ----------------  ---------------
November       $           3.00  $          1.00
-------------  ----------------  ---------------
December       $           5.00  $          3.00
-------------  ----------------  ---------------


ITEM  6.  EXCHANGE  CONTROLS  AND  OTHER LIMITATIONS AFFECTING SECURITY HOLDERS.

     There  are no governmental laws, decrees or regulations in Belize where the
Company's  principal executive office is located or Mexico, where another of the
Company's  offices  is located, relating to restrictions on the import/export of
capital  affecting  the  remittance  of interest, dividends or other payments to
non-residential holders of the Company's stock.  There are no limitations on the
right  of  nonresident  or  foreign  owners  to  hold or vote the common shares.

ITEM  7.  TAXATION.


     BELIZE  TAX  LAW

     Since the Company operates under Belize IBC laws, the Company's primary tax
reporting  country  is  Belize.  These  tax  laws are summarized as follows. The
Company is responsible for income tax under Belize law.   Unless exempt under an
investment  incentive, resident companies are liable for corporate income tax on
all of their income, whether derived from Belize or not, although foreign earned
income  is  taxed  only on remittances to Belize. A company is resident if it is
incorporated in Belize or if its central management and control are exercised in
Belize.  If  a  company  does  not  operate  under a Fiscal Incentives (Approved
Enterprise  Order)  the  total tax payable is 35% of the chargeable income.  All
companies  should  file  a  Company's  Income  Tax  Return,  together with their
financial statements within three (3) months of the end of the financial period,
to  the  nearest  Income  Tax Department. If more time is required, a request in
writing  should  be  directed  to  the Commissioner of Income Tax before the due
date.  Otherwise  a  penalty  for late filing is a levy of 3% of the tax for the
financial  period,  for  each  month or part of the month in which the return is


                            20-F      Page  8 of 18
<PAGE>
late  to  a total of twenty (20) months.  The penalty for late payment of income
tax  is  1.5%  per  month  on the unpaid amount from the due date to the date of
payment. This applies to any deficiencies in installment as well as to any other
amount.  In  the case of installments this charge is based on the tax calculated
on  the chargeable income for the previous financial period or the actual income
tax  for the financial period for which this return is filed, whichever is less.
This  charge also applies to any amount unpaid after the date for final payment.
A company should pay its income tax by quarterly installments.  Installments are
due  no  later  than  the  last  day of the 3rd, 6th, 9th, and 12th month of the
company's  financial period.  If a company wishes to employ foreign consultancy,
technicians  etc. who are not normally resident in Belize, their names should be
registered  at  the  Income  Tax Department and the company should deduct 25% of
total  income  paid  to  non-residents.

     Corporate  income  tax  is  charged  on  net  profits,  as adjusted for tax
purposes.  Net  profits comprise the aggregate amount of net income derived from
conducting  business  in  Belize.  Inventory  valuation  is  not  specifically
addressed  in  income tax law and, in any event, is inapplicable to the Company.
Methods  that conform to generally accepted accounting principles may be used as
long  as  they  are  consistently applied. Dividends are taxable in the hands of
recipients, the cash amount of the dividends paid being grossed up by the amount
of corporate income tax paid by the distributing company, although the latter is
liable  only  for  corporate income tax and does not actually account to the tax
authorities  for  any withholding. Some dividends are not taxable on recipients,
including  those  paid  to  exempt  entities  and those paid under specified tax
incentives.


Foreign  Source  Income

     Foreign-source earned income is taxable only when it is remitted to Belize.
Income  derived  from the United Kingdom qualifies for tax credit relief under a
double  tax  treaty.  Unilateral  relief  is  available for income received from
countries  in  the  British  Commonwealth  and  from  the  CARICOM  countries.

     Belize's  legislation  does  not specifically address exchange differences.
Realized  exchange  gains  are in practice taxed like other business income, and
realized  exchange  losses  are  deducted  like  other  business  expenses.


                            20-F      Page  9 of 18
<PAGE>
Taxation  Of  Nonresident  Entities

     Nonresident  companies  are  liable  for  tax  at the normal rate of 35% on
income arising in Belize and all foreign income brought into Belize. Branches of
foreign  companies  operating  in  Belize  must register there. Foreign entities
qualify  for  various  tax  and  customs  duty  incentives when they satisfy the
relevant  rules.

Tax  Treatment  Of  Groups  &  Companies

     Exempt  in  the  case of public investment companies, there are no rules in
Belize  under  which consolidated returns can be submitted or losses transferred
between  companies  in  a  group.  Also,  there  are  no special rules governing
intercompany  payments  or  transfers  of  assets  within a group. Belize has no
specific provisions dealing with thin capitalization or transfer-pricing issues.
As  far  as  public  investment companies are concerned, a group consists of the
public  investment  company itself and its subsidiaries (those in which it has a
greater  than  50%  holding).  Subsidiaries  may or may not be public investment
companies,  and  they may include nonresident as well as resident companies. The
group  may  file  one  return  as  if  it  comprised  a  single  company, and it
effectively  may  transfer losses between group companies. The public investment
company  group pays tax as one entity on the combined net profit of the Belizean
subsidiaries  at  the  special  rate  of  25%.

License  Fees

     License  Fees  are  payable  by  the 31st of December in the year following
incorporation,  and  then  annually.  Companies with an authorized capital up to
$5,000  pay  the  sum of $100.00 per year, which is fixed for a period of twenty
years. Companies with a share capital between $5,001 and $50,000 pay $300.00 per
year,  and  companies  with  share  capitals in excess of $50,001 pay the sum of
$1,000  per  year.  Companies  whose authorized capitals have some or all of its
shares  with  no  par  value  pay  the  sum  of  $350.00  per  year

Financial  Statement  Requirement

     While  there  is  no  requirement  to  file  audited  accounts  with  the
authorities,  a  company is required to keep financial records which reflect the
financial  position  of  a  company.


                            20-F      Page  10 of 18
<PAGE>
ITEM  8.  SELECTED  FINANCIAL  DATA.

                                  IN US DOLLARS

SELECTED  FINANCIAL  DATA


                                 FOR THE PERIOD ENDED DECEMBER 31,
------------------------------------------------------------------
  OPERATIONS FOR THE PERIOD:               1999        1998
--------------------------------------------------------------

  Consulting fees                       $   1,429   $   4,922

  Loss from operations                  $(236,109)  $(341,578)

  Loss from operations per share
    of common stock
      Basic and diluted                 $    (.05)  $    (.07)

  Cash dividends declared per share of
    common stock                        $       -   $       -

           DECEMBER 31,
--------------------------------------------------------------
  BALANCE AT THE END OF THE PERIOD:. .       1999        1998
--------------------------------------------------------------

  Total Assets                          $     582   $   2,898

   Long-term obligations                $  69,805   $  27,069


ITEM  9.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITIONS AND
RESULTS  OF  OPERATIONS.

      GENERAL

     Management's discussion and analysis should be read in conjunction with the
Company's  audited  Financial  Statements, including the notes thereto, at pages
F-1  to  F-10  herein.

     All  statements  contained  herein  that  are not historical facts, such as
statements  regarding  the  Company's  current  business  strategy and plans for
future  operations,  are  based upon current expectations.  These statements are
forward-looking in nature and involve a number of risks and uncertainties.  Such
risks  and  uncertainties  include,  but  are not limited to, those described in
Management's  Discussion  and  Analysis  of  Financial  Condition and Results of
Operations  and  include,  among  other  things,  (1)  significant  increases in
competitive  pressure  in  the management and financial consulting industry; (2)
general  global  economic conditions; (3) changes in the regulatory environment;
and (4) changes in the securities markets.  Therefore, the information set forth


                            20-F      Page  11 of 18
<PAGE>
in  such  forward-looking  statements  should  be  carefully  considered  when
evaluating  the  business  prospects  of  the  Company.

OVERVIEW

     The Company had a net loss of $236,109 for the year ended December 31, 1999
compared to a net loss of $341,578 for the period from inception (March 6, 1998)
to  December  31,  1998.  The reduction in the current year loss of $105,469, or
30.9%,  relates primarily to a reduction in professional fees and referral fees.
These  reductions  were  offset by an increase in salary expense which covered a
full  year  in  1999.


FINANCIAL  POSITION

     The  Company's  financial  position  reflects  nominal  assets and negative
working  capital.  At December 31, 1999 obligations in accounts payable included
a  $42,750  refund  due  to  a  former EFHC Advantage 2000 Program (the Program)
participant  who terminated its participation and $22,753 of trade payables.  At
December  31,  1998,  in  addition  to  the  refund  due  to  the former Program
participant,  accounts payable included $42,000 for contracted legal service and
$6,043  of  trade  payables.

     In  1999,  the  Company  exercised  a note in favor of the service provider
noted above for $42,000.  This note offset the account payable.  The note is due
June  2004  and bears an interest rate of 5%.  No payment of either principal or
interest  is  due  until  maturity.

     The total shareholders deficit is $179,726 at December 31, 1999 compared to
$159,964  at December 31, 1998.  Losses from operations were offset by the value
of  services  provided  to  the  Company by its organizers without compensation.
Basic and diluted loss per share was $0.05 and $0.07 for the year ended December
31,  1999  and  the  period from inception (March 6, 1998) to December 31, 1998,
respectively.  The  reduction  in the loss per share is attributable to a larger
number  of  outstanding  shares  brought  about by the sale of 514,900 shares of
common  stock  to  A&A  International  Industries.  The  weighted average common
shares outstanding during each period was 5,065,770 and 4,587,910, respectively.

     On  April  1,  1998,  the  Company  sold  3,000,000  warrants  to  Beowulf
Investments  (whose  managing director is a director of the Company) for $2,000.
These  warrants  expired  September 30, 1999.  On October 22, 1999, warrants for
3,000,000  shares of the Company's common stock were distributed to EFIC and the
related  party note payable to EFIC was reduced by $1,000.  The warrants have an
exercise price of $3.34 per share and expire October 22, 2002, with an option to
be  extended.


                            20-F      Page  12 of 18
<PAGE>
RESULTS  OF  OPERATIONS

     To  date  the  company has not been successful in meeting the milestones in
the  Program  that  would  allow  for revenue recognition.  Accordingly, revenue
includes  other  consulting fees related to services provided on an ad hoc basis
to  clients  not  enrolled  in  the  Program.

     The  Company  incurred  $2,171 in professional fees compared to $128,737 in
professional  fees in its initial operating period.  Additionally, referral fees
decreased  as  no clients were accepted in 1999 under arrangements requiring the
payment  of  a  referral  fee  to  a third party.  These expense reductions were
offset  by  an increase in salary expense related to the fact that 1999 included
twelve months and the initial operating period in 1998 included approximately 10
months.

LIQUIDITY,  CAPITAL  RESOURCES  AND  PLAN  FOR  OPERATIONS

     As  noted  in the financial statements for the year ended December 31, 1999
and  the period from inception (March 6, 1998) to December 31, 1998, the Company
has  incurred  significant  operating  losses  and  has  limited cash resources.
Management  continues  to  operate  under  a  plan designed to generate cash for
operations  from  the (1) acquisition of additional clients, (2) additional debt
or  equity  financing  and  (3)  exercise  of  the  warrants.

     In  1999,  the  Company  revised  the fee collection methods related to the
Advantage  2000 Program.  Previously, the Company required a $45,000 fee deposit
prior  to enrolling in the Program.  Management found the initial capital outlay
presented  a  significant obstacle to obtaining Program participants.  Under the
revised  fee  collection  method,  total  cash  compensation  for the Program is
$250,000.  After  an  initial  payment of $15,000, the client remits payments of
$10,000  to  EFHC  on  the  first  of the month to a maximum cumulative total of
$100,000.  No  further  payments beyond the cumulative total of $100,000 are due
until the first proceeds are received from public trading at which time $150,000
dollars  is  due and payable by the client to EFHC.  The client is also required
to  sell 150,000 of  its  registered  shares  to  EFHC  for  a  nominal  amount.

     Currently,  two clients are enrolled in the EFHC Advantage 2000 Program and
12  prospective  clients  are  reviewing  the  Company's  product.

     While  Management  believes that the plan of operations in place is viable,
the  Company's  ability  to  obtain  additional  clients  or financing cannot be
assumed  or assured.  Accordingly, substantial doubt about the Company's ability
to  continue  as  a  going  concern  exists.


ITEM  10.  DIRECTORS  AND  OFFICERS  OF  REGISTRANT.

<TABLE>
<CAPTION>
Name                     Position            Occupation
------------------  ------------------  --------------------------
<S>                 <C>                 <C>
Jack L. Mahan, Jr.  President/Chairman  Management Consultant
James A. Bishop     CFO/Secretary       Management Consultant
William Cate        Director            Management Consultant
Malcolm Granger     Director            Health Services Management
Ian N. Collins      Director            Management Consultant
</TABLE>


                            20-F      Page  13 of 18
<PAGE>
     The  Company's  Board  of  Directors  consists of five (5) directors.  Each
director  is elected by the shareholders of the Company and will serve until the
next  annual  meeting  or  until a successor is elected or appointed.  Executive
officers  are  appointed  annually  and  serve at the discretion of the board of
directors.  There  are  currently  no  arrangements or understandings between or
among  any of the above persons pursuant to which they were selected as director
or  executive  officer.

     For  the  convenience  of the US stockholders, the 1999 annual shareholders
meeting was conducted December 19, 1999 in Pleasanton, California, USA.  At this
meeting,  Mr.  Cate  was  elected  to  the  office  of  Chairman of the Board of
Directors  and  Mr. Mahan to the office of Secretary of the Board.  The election
was  to  be  effective  January  1,  2000.  The  other directors were elected to
continue  in their present positions.  The officers were directed to continue in
place.  The annual meeting of the Audit Committee and the Compensation Committee
was  held  in  London on December 4, 1999, results of which were reported at the
annual  shareholders  meeting.

MANAGEMENT

     The  principal  managers  of  the  Company  have  experience  with business
start-up,  management  financing,  consulting,  credit  underwriting, and public
corporation  growth  and  development.  J.  Mahan  is president and J. Bishop is
CFO. They have managed the company from its  inception.


ITEM  11.  COMPENSATION  OF  DIRECTORS  AND  OFFICERS.

As  per the recommendation of the EFHC Board of Directors Compensation Committee
meeting  held  on  December  4,  1999  in  London,  the  Company  disclosed  the
information  below to its shareholders through the proxy solicitation and at the
annual  shareholders  meeting  held  in  December  1999.

COMPENSATION  OF  DIRECTORS

      For the year ended December 31, 1999, there was no compensation    paid by
the  Company  to  its directors as a group.  In the year 2000, the directors may
receive  compensation  in  the  amount of $100.00 per month and $500.00 for each
board  of directors meeting that they attend.  This applies to directors who are
not  paid  a  salary  by  the Company.  Board members will be reimbursed for all
travel  expenses  for  the  general  annual  meeting.

COMPENSATION  OF  OFFICERS

     For the year ended December 31, 1999, there was no compensation paid by the
Company  to  its  officers.  Officer  compensation  was  recorded  in additional
paid-in-capital.  The  Company has developed a formal strategic policy regarding
the  compensation  of  its  executives and officers.  This policy is intended to
ensure  executives  a total compensation package that is commensurate with their
skill  and  experience.  In  addition  to  salary,  each  officer will receive a
benefits  package  including  medical,  dental,  vision,  liability  and  life


                            20-F      Page  14 of 18
<PAGE>
insurance.  J.  Mahan,  Jr.  and  James  A.  Bishop,  as  President/Director and
CFO/Director,  respectively, will each receive an annual salary of $100,000.  W.
Cate, in his capacity as Treasurer, will receive an annual salary of $12,000.00.
The  eventual  aggregate  salary  paid to the officers, excluding the management
benefits  package  described  above  will  be  $212,000.

INDEMNIFICATION  FOR  SECURITIES  ACT  LIABILITIES

     The  Company  does  have  a  policy  of  indemnification  of its directors,
officers,  and employees as it pertains to day-to-day operations of the Company.
That  policy is included hereunder.  There is no specific indemnification of the
directors,  officers  or  controlling  persons relating to the liability arising
under  the  Securities  Act.

     The  following  are  sections  contained  in  the  Bylaws  of  the Company.

ARTICLE  IX

Section  1.  Every  director,  officer,  or employee of the Corporation shall be
indemnified  by  the Corporation against all expenses and liabilities, including
counsel  fees, reasonably incurred by or imposed upon him in connection with any
proceeding  to which he may be made a party, or in which he may become involved,
by  reason of his being or having been a director, officer, employee or agent of
the  Corporation  or  is  or  was serving at the request of the Corporation as a
director,  officer,  employee  or  agent  of the corporation, partnership, joint
venture,  trust or enterprise, or any settlement thereof, whether or not he is a
director,  officer,  employee  or  agent at the time such expenses are incurred,
except  in  such  cases  wherein  the director, officer, or employee is adjudged
guilty  of  willful misfeasance or malfeasance in the performance of his duties;
provided  that  in  the  event  of a settlement the indemnification herein shall
apply  only  when  the  Board  of  Directors  approves  such  settlement  and
reimbursement  as  being  for  the  best  interests  of  the  Corporation.

Section  2.  The  Corporation  shall  provide  to  any  person  who  is or was a
director, officer, employee, or agent of the Corporation or is or was serving at
the  request of the Corporation as a director, officer, employee or agent of the
corporation,  partnership,  joint  venture,  trust  or enterprise, the indemnity
against  expenses of suit, litigation or other proceedings which is specifically
permissible  under  applicable  law.

Section  3.  The  Board of Directors may, in its discretion, direct the purchase
of  liability  insurance  by  way of implementing the provision of this Article.


                            20-F      Page  15 of 18
<PAGE>
     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  may  be  permitted  to  directors, officers or persons controlling the
registrant  pursuant  to  the  foregoing  provisions,  the  registrant  has been
informed  that  in  the  opinion  of the Securities and Exchange Commission such
indemnification  is  against  public  policy  as  expressed  in  the  Act and is
therefore  unenforceable.

ITEM  12.  OPTIONS  TO  PURCHASE  SECURITES  FROM  REGISTRANT  OR  SUBSIDIARIES.

     On  April  1,  1998,  The  Company  sold  3,000,000  warrants  to  Beowulf
Investments,  Belize,  Central  America for US$2,000 ("Warrants").  The Warrants
entitled Beowulf to purchase 3,000,000 shares of Common Stock.  These securities
have  not  been  registered  and are not being offered in the United States. The
EFHC  Board of Directors declared these warrants expired effective September 30,
1999.

     On  October  22,  1999,  EFHC entered into an agreement with Equity Finance
International  Corporation (EFIC), a Belize, C.A. IBC, for the purchase of three
million  (3,000,000) warrants for one thousand United States Dollars (US$1,000).
Each  warrant represents the right to purchase one share of EFHC common stock at
U.S.  three  dollars  and thirty-four cents per share (US$3.34/share).  EFIC has
the  sole  right to determine whether these shares are issued under Regulation S
or Regulation D/506 of the U.S. Securities Laws.  Should EFIC request Regulation
D/506  shares,  seller is obligated to pay the cost for the registration of such
issued  shares.  EFIC  agreed  to make every effort to ensure that the shares so
issued  are  not  made  available  to United States resident public shareholders
within  one  year  of their issuance.  The warrants expire October 22, 2002.  If
EFIC  exercises  all  or  a  portion  of  the  warrants, and this transaction is
registered  with  the  Securities and Exchange Commission, the later sale of the
shares could adversely affect the EFHC share price.  None of these warrants were
exercised  during  the  period  of  this  report.


ITEM  13.  INTEREST  OF  MANAGEMENT  IN  CERTAIN  TRANSACTIONS.

     The  Company  has  entered  into no material transactions with any officer,
director,  security  holder, or spouse of any of the foregoing, since inception.
None  of the foregoing persons is indebted to the Company.  EFHC is increasingly
indebted  to  its  majority  shareholder EFIC for start up and operating capital
until  revenues are sufficient to repay the debt.  Mr. Cate and Beowulf purchase
registered  shares  of  EFHC  stock  from  time  to  time.


                            20-F      Page  16 of 18
<PAGE>
                                     PART II

ITEM  14.   (NOT  APPLICABLE).

                                    PART III

ITEM  15.        DEFAULTS  UPON  SENIOR  SECURITIES.
None

ITEM  16.        CHANGES  IN  SECURITIES  AND  CHANGES  IN  SECURITY
               FOR  REGISTERED  SECURITIES  AND  USE  OF  PROCEEDS.

     The  Company  has  a  plan for paying dividends to EFHC shareholders in the
form  of stock of each of the client companies successfully served by EFHC.  The
EFHC  Board  of  Directors announced several dividends in December of 1999.  The
timing  of  the  distribution  of  such dividends is dependent upon many factors
including  the time and uncertainty of completing the US Securities and Exchange
Commission  registration  process  and listing the client company's stock on the
NASD  OTCBB  for  trading.

                                     PART  IV
ITEM  17.     FINANCIAL  STATEMENTS.

EFHC  has  elected  to  provide  financial  statements  pursuant  to  Item  18.

ITEM  18      FINANCIAL  STATEMENTS.

The  balance  sheet  of  the  Company  as of December 31, 1999 and 1998, and the
related  statements  of operations, shareholders' deficit and cash flows for the
year  ended  December  31, 1999 and the period from inception (March 6, 1998) to
December  31,  1998  are  presented  in  conformity with United States generally
accepted  accounting principles, together with the independent auditor's report,
as  indicated  in  the  index  at  ITEM  19.

ITEM  19      FINANCIAL  STATEMENTS  AND  EXHIBITS.

     The following financial statements, together with the report of Perry Smith
LLP,  are  filed  as  part  of  this  annual  report
                                        Page
Independent  Auditor's  Report                                               F-1

Balance  Sheet,  December  31,  1999  and  1998                              F-2

Statement  of  Operations  for  the  Year  Ended
     December  31,  1999  and  the  Period  from
     Inception  (March  6,  1998)  to  December  31,  1998                   F-3

Statement  of  Shareholders'  Deficit  for  the  Year
     Ended  December  31,  1999  and  the  Period  from
     Inception  (March  6,  1998)  to  December  31,  1998                   F-4

Statement  of  Cash  Flows  for  the  Year  Ended
     December  31,  1999  and  the  Period  from
     Inception  (March  6,  1998)  to  December  31,  1998                   F-5


                            20-F      Page  17 of 18
<PAGE>
Notes  to  Financial  Statements                                   F-6  to  F-10




                                   SIGNATURES.

Pursuant  to  the  requirements  of Section 12 of the Securities Exchange Act of
1934,  the Registrant certifies that it meets all the requirements for filing on
Form  20-F  and has duly caused this annual report to be signed on its behalf by
the  undersigned,  thereunto  duly  authorized.

                          EQUITY FINANCE HOLDING CORPORATION
                                  (Registrant)

                             By: /s/  Jack L. Mahan, Jr.
                  ----------------------------------------------
                             Name: Jack L. Mahan, Jr.
                                   Title: President


                            20-F      Page  18 of 18
<PAGE>



                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------



The  Board  of  Directors
Equity  Finance  Holding  Corporation

     We  have  audited  the accompanying balance sheet of Equity Finance Holding
Corporation  (the  "Company")  as of December 31, 1999 and 1998, and the related
statements  of  operations,  shareholders'  deficit  and cash flows for the year
ended  December  31,  1999  and  the  period  from  inception (March 6, 1998) to
December  31,  1998.  These  financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
financial  statements  based  on  our  audits.

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

     In  our opinion, the financial statements referred to above present fairly,
in  all  material  respects,  the  financial  position of Equity Finance Holding
Corporation at December 31, 1999 and 1998, and the results of its operations and
its  cash  flows  for  the  year  ended  December  31,  1999 and the period from
inception  (March  6,  1998)  to  December 31, 1998 in conformity with generally
accepted  accounting  principles.

     The  accompanying financial statements have been prepared assuming that the
Company  will  continue as a going concern.  As discussed in Note 9, the Company
has  not  achieved  profitable operations and current liabilities exceed current
assets  by  $109,921.  This raises substantial doubt about the Company's ability
to  continue  as  a  going concern.  The financial statements do not include any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.



                                            /s/  Perry-Smith  LLP



Sacramento,  California
June  23,  2000


                                      F-1
<PAGE>
<TABLE>
<CAPTION>
                       EQUITY FINANCE HOLDING CORPORATION

                         BALANCE SHEET (IN U.S. DOLLARS)

                           DECEMBER  31, 1999 AND 1998


                                                    1999        1998
                                                 ----------  ----------
<S>                                              <C>         <C>

                    ASSETS

Current assets:
   Cash                                          $      582  $    2,898
                                                 ==========  ==========

              LIABILITIES AND
           SHAREHOLDERS' DEFICIT

Current liabilities:
  Accounts payable and other liabilities (Note 2)$   65,503   $  90,793
  Deferred revenue                                   45,000      45,000
                                                 ----------  ----------

      Total current liabilities                     110,503     135,793

Note payable (Note 3)                                43,450
Related party note payable (Note 4)                  26,355      27,069
                                                 ----------  ----------

      Total liabilities                             180,308     162,862
                                                 ----------  ----------

Commitments (Note 5)

Shareholders' deficit (Note 6):
  Common stock, par value $0.001; 100,000,000
     shares authorized, 5,149,000 shares and
     4,634,100 shares outstanding at December 31,
     1999 and 1998, respectively                      5,149       4,634
   Additional paid-in capital                       392,812     176,980
   Accumulated deficit                             (577,687)   (341,578)
                                                 ----------  ----------

      Total shareholders' deficit                  (179,726)   (159,964)
                                                 ----------  ----------

                                                 $      582  $    2,898
                                                 ==========  ==========
</TABLE>

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


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                     EQUITY FINANCE HOLDING CORPORATION

                 STATEMENT OF OPERATIONS (IN U.S. DOLLARS)

                   FOR THE YEAR ENDED DECEMBER 31, 1999
     AND THE PERIOD FROM INCEPTION (MARCH 6, 1998) TO DECEMBER 31, 1998


                                          1999         1998
                                      ------------  -----------
<S>                                   <C>           <C>

Revenues:
  Consulting fees                     $     1,429  $     4,922
                                      ------------  -----------
Operating expenses:
  Salaries                                212,000      174,977
  Professional fees                         2,171      128,737
  Referral fees                             1,591       25,300
  Other                                    21,776       17,486
                                      ------------  -----------

      Total operating expenses            237,538      346,500
                                      ------------  -----------

      Loss before income taxes           (236,109)    (341,578)

Income taxes (Note 8)                           -            -
                                      ------------  -----------

      Net loss                        $  (236,109)  $ (341,578)
                                      ============  ===========

Basic and diluted loss per share      $     (0.05)  $    (0.07)
                                      ============  ===========

Weighted average outstanding shares     5,065,770    4,587,910
                                      ============  ===========


            The accompanying notes are an integral
              part of these financial statements.
</TABLE>


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                        EQUITY  FINANCE  HOLDING  CORPORATION

                STATEMENT  OF  SHAREHOLDERS'  DEFICIT  (IN  U.S.  DOLLARS)

                         FOR  THE  YEAR  ENDED  DECEMBER  31,  1999
          AND  THE  PERIOD  FROM  INCEPTION  (MARCH  6,  1998)  TO  DECEMBER  31,  1998


                                COMMON  STOCK
                           -------------------------
                                                         ADDITIONAL                    TOTAL
                                                          PAID-IN     ACCUMULATED   SHAREHOLDERS'
                             SHARES        AMOUNT         CAPITAL       DEFICIT       DEFICIT
                          ------------  -------------  --------------  ----------  --------------
<S>                       <C>           <C>            <C>             <C>         <C>

Issuance of common
  stock for $1.00 per
  share                   $          3  $           3                              $           3

Issuance of common
  stock for $0.001
  per share (Note 6)         4,634,097  $       4,634                                      4,634

Issuance of stock
  purchase warrants
  (Note 6)                                                      2,000                      2,000

Services contributed by
  shareholders with-
  out compensation
  (Note 1)                                                    174,977                    174,977

Net loss                                                               $(341,578)       (341,578)
                          ------------  -------------  --------------  ----------  --------------

Balance, December 31,
  1998                       4,634,100          4,634         176,980    (341,578)      (159,964)

Issuance of common
  stock for $0.0065
  per share (Note 6)           514,900            515           2,832                      3,347

Issuance of stock
  purchase warrants
  (Note 6)                                                      1,000                      1,000

Services contributed by
  shareholders with-
  out compensation
  (Note 1)                                                    212,000                    212,000

Net loss                                                                  (236,109)     (236,109)
                          ------------  -------------  --------------  ----------  --------------

Balance, December 31,
  1999                       5,149,000  $       5,149  $      392,812  $ (577,687) $    (179,726)
                          ============  =============  ==============  ==========  ==============

      The  accompanying  notes  are  an  integral  part  of  these  financial  statements.
</TABLE>


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                  EQUITY FINANCE HOLDING CORPORATION

             STATEMENT  OF  CASH  FLOWS  (IN  U.S.  DOLLARS)

              FOR  THE  YEAR  ENDED  DECEMBER  31,  1999
AND  THE  PERIOD  FROM  INCEPTION  (MARCH  6,  1998)  TO  DECEMBER 31, 1998


                                                           1999        1998
                                                        ----------  ----------
<S>                                                     <C>         <C>
Cash flows from operating activities:
  Net loss                                              $(236,109)  $(341,578)
    Adjustments to reconcile net loss
      to net cash used in operating activities:
        Increase in accounts payable and other
          liabilities                                      16,710      90,793
        Increase in accrued interest included in notes
          payable                                           3,433       1,203
        Increase in deferred revenue                       45,000
        Services contributed by shareholders              212,000     174,977
                                                        ----------  ----------

           Net cash used in operating activities           (3,966)    (29,605)
                                                        ----------  ----------

Cash flows from financing activities:
  Proceeds from related party note payable                  1,650      32,500
  Issuance of common stock                                      3
                                                        ----------  ----------

       Net cash provided by financing activities            1,650      32,503
                                                        ----------  ----------

       (Decrease) increase in cash                         (2,316)      2,898

Cash at beginning of period                                 2,898
                                                        ----------  ----------

Cash at end of period                                   $     582   $   2,898
                                                        ==========  ==========


Supplemental schedule of non-cash financing
  activities:
    Reduction of related party note payable
      through sale of warrants (Note 6)                 $   1,000   $   2,000
                                                        ==========  ==========
    Reduction of related party note payable through
      issuance of common stock (Note 6)                 $   3,347   $   4,634
                                                        ==========  ==========
    Conversion of account payable to an
      Unsecured  note payable (Note 3)                  $  42,000
                                                        ==========  ==========

The accompanying notes are an integral part of these financial statements.
</TABLE>


                                      F-5
<PAGE>
                       EQUITY FINANCE HOLDING CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

1.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     Description  of  Business
     -------------------------

     Equity Finance  Holding  Corporation  (the  "Company") was  incorporated on
     March 6, 1998 in Belize,  Central  America  with  offices  in Punto  Gordo,
     Belize and Plyas De  Rosarito,  B.C.,  Mexico.  The Company is a management
     consulting  corporation and marketer of management and financial consulting
     services  offered  principally  to small  businesses  with annual  sales of
     $1,000,000 to $20,000,000.  The Company will provide resources to a variety
     of business  clients,  allowing  them to develop  their  capitalization  to
     achieve  corporate growth.  Additionally,  the Company will provide counsel
     and  expertise  to this market  segment  which will allow the  closely-held
     client  corporations  to be held more  broadly and develop  equity  through
     capital infusion.

     The Company will provide its management  consulting services through a five
     year  program  of  coordinated  management  decisions  and  acquisition  of
     resources under the name "The Advantage 2000 Program".  The Company markets
     and sells its services principally through representatives in California.

     The Company  maintains its books and records in United States dollars using
     accounting principles generally accepted in the United States of America.

     Revenue  Recognition
     --------------------

     The Company  recognizes  revenue for Advantage 2000 Program (the "Program")
     services  using the specific  performance  method with revenue  recognition
     tied  to the  completion  of  identifiable  milestones.  Substantially  all
     services to be provided by the Company in connection  with the Program will
     have been completed prior to the recognition of revenue.  Revenue for other
     consulting  services  provided  to the  Program  will  be  recognized  upon
     completion  of the  contracted  task.  Company  clients are not required to
     purchase  supplemental  services  from the Company and client  entitlements
     related to refunds vary by contract,  but generally allow for the return of
     unearned advances, less a 5% processing fee.

     Deferred  Revenue
     -----------------

     Deferred revenue consists of a retainer  collected from a client in advance
     of reaching the contractual milestone for recognizing the revenue.

     Salaries
     --------

     The Company currently has no employees.  Management and oversight functions
     have been  provided,  without  charge,  by  shareholders.  The  Company has
     recorded salary expense in an amount that it believes would be commensurate
     with compensation that would be paid to employees.  A corresponding  charge
     has been recorded in additional paid-in-capital.


                                      F-6
<PAGE>
                       EQUITY FINANCE HOLDING CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                    (Continued)

1.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

     Income  Taxes
     -------------

     The Company's primary tax reporting  country is Belize.  Under Belize laws,
     foreign earned income is taxable only on remittances to Belize. Income from
     operations  in the  United  States is  taxable  by the  United  States  and
     applicable state governments.

     Deferred tax assets and liabilities are recognized for the tax consequences
     of temporary  differences  between the financial statement and tax basis of
     existing assets and liabilities.

     Earnings  (Loss)  Per  Share
     ----------------------------

     Basic earnings (loss) per share (EPS), which excludes dilution, is computed
     by dividing income available to common shareholders by the weighted-average
     number of common shares  outstanding  for the period.  Diluted EPS reflects
     the potential dilution that could occur if securities or other contracts to
     issue  common  stock,  such as  warrants,  result in the issuance of common
     stock which shares in the earnings of the Company.

     Warrants to purchase  3,000,000  shares of the Company's  common stock were
     outstanding at December 31, 1999 and 1998 (see Note 6). These warrants were
     not  considered in the  calculation of earnings per share as the conversion
     of potential  common stock is antidilutive  when a net loss from operations
     occurs.

     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.

2.   ACCOUNTS  PAYABLE

     At December 31, 1999 and 1998,  accounts  payable includes a $42,750 refund
     due to a former Advantage 2000 Program participant.

3.   NOTE  PAYABLE

     In June 1999,  the Company  negotiated  the  settlement  of an  outstanding
     account  payable  through the issuance of an unsecured  note payable to the
     service provider totaling $42,000. The note bears interest at 5% and is due
     June 2004. No payment of either  principal or interest is required prior to
     the  maturity  date.  The service  provider has the ability to exchange the
     note for 100,000  shares of the  Company's  stock  owned by Equity  Finance
     International  Corporation (EFIC), the majority shareholder of the Company,
     at the sole  discretion  of EFIC.  Accrued  interest at  December  31, 1999
     totaled $1,450.


                                      F-7
<PAGE>
                       EQUITY FINANCE HOLDING CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                    (Continued)

4.   RELATED  PARTY  NOTE  PAYABLE

     In March 1998, the Company  borrowed  $25,000 from EFIC which owns 96.7% of
     the Company's  common stock. The unsecured note bears interest at 6% and is
     due March  2003.  The note will be amended  each time the  Company  borrows
     funds from EFIC and will be reduced for certain non-cash  transactions with
     EFIC (see Note 6).  During  the year  ended  December  31,  1999,  the note
     payable was  increased  for cash advances  totaling  $1,650.  No payment of
     either  principal  or  interest  is required  prior to the  maturity  date.
     Principal  and  accrued  interest at  December  31,  1999 and 1998  totaled
     $26,355 and $27,069, respectively.

5.   COMMITMENTS

     In April 1998,  the Company  entered into an agreement to provide a loan up
     to  $500,000  to a client  company for the  purposes  of  sustaining  their
     operations and financing  their  acquisition of a target company should the
     Company be unable to arrange equity  funding of $10,400,000  for the client
     company  prior to  October  1998.  Such  financing  has not been  arranged;
     however,  the  Company  was only  obligated  to provide  this loan from the
     proceeds received from the exercise of outstanding warrants (see Note 6).

6.   SHAREHOLDERS'  DEFICIT

     The Company distributed  4,634,097 shares valued at $.001 per share to EFIC
     to partially repay principal and interest  outstanding on the related party
     note  payable  discussed  in Note 4.  These  shares  will be subject to the
     Lockup/Pooling  agreement  between EFHC,  EFIC and Beowulf  outlined below.
     Management  believes that the  agreed-upon  per share value was  materially
     consistent with fair value.

     On April 1, 1998, Beowulf Investments (Beowulf), whose managing director is
     a director of the Company,  purchased  warrants for 3,000,000 shares of the
     Company's  common  stock for $2,000.  The warrant  exercise  prices were as
     follows:  1,000,000  warrants at $1.95;  1,000,000  warrants at $3.25;  and
     1,000,000 warrants at $5.20. The warrants expired on September 30, 1999.

     On October 22, 1999,  warrants for 3,000,000 shares of the Company's common
     stock were distributed to EFIC and the related party note payable discussed
     in Note 4 was reduced by $1,000.  The  warrants  have an exercise  price of
     $3.34 per share and  expire  October  22,  2002,  with an option to extend.
     Management  believes the agreed-upon warrant purchase prices are materially
     consistent with the fair value of the warrants.

     The Company  sold 514,900  shares of its common stock to A&A  International
     Industries,  Inc.,  a Canadian  corporation  publicly  traded in the United
     States (A&A), for Canadian $.01 (approximately US $.0065).  A&A distributed
     the shares to its  shareholders  as a dividend.  Certain  A&A  shareholders
     entered  into  separate  agreements  and  immediately  sold  346,455 of the
     distributed  EFHC  shares at a price of  Canadian  $.02  (approximately  US
     $.013) to EFIC, the sole  shareholder of the Company prior to the A&A sale.
     Shares purchased by EFIC are subject to a Lockup/Pooling  agreement between
     EFHC,  EFIC and Beowulf which restricts the sale of the shares for a period
     of five  years  from the  March  1,  1999  sale  date.  The  Lockup/Pooling
     agreement can be amended by the parties.


                                      F-8
<PAGE>
                       EQUITY FINANCE HOLDING CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                    (Continued)

7.   FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

     The carrying amounts of financial  instruments  including cash and accounts
     payable approximated fair value as of December 31, 1999 and 1998 because of
     the expected short maturity of these instruments.

     Based upon borrowing rates currently  available for bank loans with similar
     terms and maturity,  the carrying amount and fair value of notes payable at
     December 31, 1999 and 1998 are as follows:

<TABLE>
<CAPTION>
                                1999                1998
                         ------------------  ------------------
                         Carrying    Fair    Carrying    Fair
                          Amount     Value    Amount     Value
                         ---------  -------  ---------  -------
<S>                      <C>        <C>      <C>        <C>
     Note payable        $  43,450  $20,500
     Related party note
       payable             26,355   19,000  $  27,069  $15,500
                         ---------  -------  ---------  -------

                         $  69,805  $39,500  $  27,069  $15,500
                         =========  =======  =========  =======
</TABLE>


8.   INCOME  TAXES

     As of  December  31, 1999 and 1998,  substantially  all  activities  of the
     Company had been undertaken in the United States. Accordingly,  the results
     of the  activities  represent  a taxable  event in the United  States.  The
     Company  sustained net  operating  losses for book and tax purposes for the
     year ended  December 31, 1999 and for the period from  inception  (March 6,
     1998) to December  31,  1998.  Because it is  uncertain  as to the ultimate
     realization of the future benefit associated with these losses, the Company
     has not recognized an income tax benefit.

     Deferred tax assets are comprised of the following:

<TABLE>
<CAPTION>
                                               1999       1998
                                             ---------  ---------
<S>                                          <C>        <C>
     Organizational costs                    $  6,400   $  8,600
     Net operating loss carryforward           73,200     64,000
                                             ---------  ---------

                                               79,600     72,600

     Deferred tax asset valuation allowance   (79,600)   (72,600)
                                             ---------  ---------

        Net deferred tax asset               $      -   $      -
                                             =========  =========
</TABLE>


                                      F-9
<PAGE>
                       EQUITY FINANCE HOLDING CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                    (Continued)

8.   INCOME  TAXES  (Continued)

     The benefit for income  taxes for the year ended  December 31, 1999 and the
     period  from  inception  (March 6, 1998) to  December  31, 1998 differ from
     amounts computed by applying the statutory United States Federal income tax
     rate to the operating loss before income tax benefits. The items comprising
     these differences consisted of the following:

<TABLE>
<CAPTION>
                                            1999                1998
                                     -----------------  ------------------
                                      Amount    Rate %    Amount    Rate %
                                     ---------  ------  ----------  ------
<S>                                  <C>        <C>     <C>         <C>
     United States Federal income
        tax benefit, at statutory
        rate                         $(80,300)     34   $(116,100)     34
     California state franchise tax
        benefit, net of Federal tax
        effect                        (16,500)      7     (23,900)      7
     Contributed services              89,700     (34)     67,400     (20)
     Valuation allowance                7,100      (7)     72,600     (21)
                                     ---------  ------  ----------  ------

                                     $      -       -   $       -       -
                                     =========  ======  ==========  ======
</TABLE>


9.   GOING  CONCERN

     The accompanying financial statements have been prepared on a going concern
     basis, which contemplates the realization of assets and the satisfaction of
     liabilities  in the normal  course of business.  As shown in the  financial
     statements  during the year ended December 31, 1999, the Company incurred a
     loss of $236,109. In addition, the Company's current liabilities exceed its
     current  assets by $109,921 at December  31,  1999.  These  factors,  among
     others,  raise a substantial  doubt about the Company's ability to continue
     as a going concern for a reasonable period of time,  generally defined as a
     period not to exceed one year beyond the balance sheet date.

     The  financial  statements do not include any  adjustments  relating to the
     classification of liabilities that might be necessary should the Company be
     unable to continue as a going concern.  Management  has  established a plan
     that it believes will generate  sufficient cash flows,  through  operations
     and additional debt financing,  to remove the threat to the continuation of
     the Company.  However,  there can be no assurances that the Company will be
     successful in generating sufficient cash flows from operations or obtaining
     additional debt financing.


                                      F-10
<PAGE>