SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
                    [X] Annual Report Pursuant to Section 13
                       or 15(d) of the Securities Exchange
                                   Act of 1934

            [ ] Transitional Report Under Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                    For the fiscal year ended March 31, 1999

                          Commission File No. 000-24447

                                MATHY CORPORATION
                                -----------------
                 (Name of small business issuer in its charter)

          Colorado                                            84-1233073
(State or other jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                           Identification Number)

                        2851 South Parker Road, Suite 720
                             Aurora, Colorado 80014
                                 (303) 671-8920
                                 --------------
        (Address, including zip code and telephone number, including area
                    code, of registrant's executive offices)

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

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

                                  Common Stock
                                  ------------
                                (Title of class)

Check  whether the issuer (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 Company was  required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.
                                 Yes  X   No    
                                     ----    ----
Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. x

Issuer's revenues for its most recent fiscal year: $ -0-
                          (Continued on Following Page)


<PAGE>



State the  aggregate  market value of the voting  stock held by  non-affiliates,
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days: As of March 31, 1999:
$0.

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the  latest  practicable  date:  As of March 31,  1999 there were
500,000 shares of the Company's common stock issued and outstanding.

Documents  Incorporated  by  Reference:  Form 8-K dated March 9, 1999,  which is
incorporated into PART I, Item I, of this Form 10-KSB.

                This Form 10-KSB consists of Twenty Seven Pages.
                  Exhibit Index is Located at Page Twenty Six.



                                                                               2

<PAGE>



                                TABLE OF CONTENTS

                            FORM 10-KSB ANNUAL REPORT

                                MATHY CORPORATION

                                                              PAGE

Facing Page
Index
PART I
Item 1.    Description of Business.....................         4
Item 2.    Description of Property.....................         5
Item 3.    Legal Proceedings...........................         6
Item 4.    Submission of Matters to a Vote of
               Security Holders........................         6

PART II
Item 5.    Market for the Registrant's Common Equity
               and Related Stockholder Matters.........         6
Item 6.    Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations..............................         7
Item 7     Financial Statements........................         9
Item 8.    Changes in and Disagreements on Accounting
               and Financial Disclosure................        20


PART III
Item 9.    Directors, Executive Officers, Promoters
               and Control Persons, Compliance with
               Section 16(a) of the Exchange Act.......        20
Item 10.   Executive Compensation......................        21
Item 11.   Security Ownership of Certain Beneficial
               Owners and Management...................        23
Item 12.   Certain Relationships and Related
               Transactions............................        23

PART IV
Item 13.   Exhibits and Reports of Form 8-K............        24


SIGNATURES.............................................        25



                                                                               3

<PAGE>



                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

         Mathy  Corporation (the "Company") was incorporated on January 30, 1996
under  the laws of the State of  Colorado  to  engage  in any  lawful  corporate
undertaking,  including,  but not limited to, selected mergers and acquisitions.
The  Company has been in the  developmental  stage  since  inception  and has no
operations to date. Other than issuing shares to its original shareholders,  the
Company never commenced any operational activities.  As such, the Company can be
defined as a "shell"  company,  whose sole purpose at this time is to locate and
consummate a merger or acquisition with a private entity.

         The proposed business activities of the Company classify it as a "blank
check"  company.  Many  states  have  enacted  statutes,  rules and  regulations
limiting the sale of securities of "blank check"  companies in their  respective
jurisdictions.  Management  does not intend to undertake  any efforts to cause a
market to develop in the Company's securities until such time as the Company has
successfully  implemented its business plan described herein.  Relevant thereto,
each  shareholder  of the Company has executed and delivered a "lock-up"  letter
agreement,  affirming  that they shall not sell their  respective  shares of the
Company's  common  stock  until  such  time  as  the  Company  has  successfully
consummated a merger or acquisition and the Company is no longer classified as a
"blank check" company.  In order to provide  further  assurances that no trading
will occur in the Company's  securities  until a merger or acquisition  has been
consummated,  each  shareholder  has  agreed  to place  their  respective  stock
certificate  with the  Company's  legal  counsel,  who will  not  release  these
respective  certificates  until such time as legal counsel has confirmed  that a
merger  or  acquisition  has  been  successfully  consummated.   However,  while
management believes that the procedures  established to preclude any sale of the
Company's  securities  prior to  closing  of a  merger  or  acquisition  will be
sufficient,  there can be no assurances that the procedures established relevant
herein  will  unequivocally  limit  any  shareholder's  ability  to  sell  their
respective securities before such closing.

         During the fiscal  year  ended  March 31,  1999,  the  Company  filed a
registration statement with the Securities and Exchange Commission on Form 10-SB
pursuant to the rules and regulations included under the Securities Exchange Act
of 1934,  as amended,  wherein the Company  caused to be  registered  its common
stock. This registration  statement became effective on or about August 4, 1998.
The  purpose of the  registration  statement  was  management's  belief that the
primary  attraction of the Company as a merger  partner or  acquisition  vehicle
will be its status as a public company.  Any business combination or transaction
will likely result in a

                                                                               4

<PAGE>



significant  issuance of shares and substantial dilution to present stockholders
of the Company.

         Management  has continued to review  prospective  merger or acquisition
candidates during the past fiscal year, but as of the date of this report, there
is no  agreement  between  the Company  and any third  party  providing  for the
Company to merge or acquire any assets. However, applicable thereto, on March 9,
1999, the Company entered into a letter of intent with the Cooper Memphis Group,
Inc. ("Cooper"),  a privately held California  corporation,  whereby the Company
has agreed in principle to acquire all of the issued and  outstanding  shares of
Cooper,  in  exchange  for  issuance  by  the  Company  of  previously  unissued
"restricted"  common  stock.  The  relevant  terms of the  proposed  transaction
require  the  Company to (i)  undertake  a forward  split  whereby 3.5 shares of
common  stock  shall be issued in exchange  for each share of common  stock then
issued  and  outstanding,  in  order to  establish  the  number  of  issued  and
outstanding common shares at closing to be 1,000,000; and (ii) thereafter, issue
to the Cooper  shareholders  an  aggregate  of  15,750,000  "restricted"  common
shares,  representing  90% of the Company's then  outstanding  common stock,  in
exchange for all of the issued and outstanding shares of Cooper.

         The  proposed  share  exchange  is subject to  satisfaction  of certain
conditions,  including completion of due diligence  activities,  the approval of
the  transaction  by all of the  Cooper  shareholders  and the  approval  of the
proposed  transaction  by the  shareholders  of  the  Company.  If the  proposed
transaction  with Cooper is consummated,  the present  officers and directors of
the Company are expected to resign their respective  positions with the Company,
to be replaced by the present management of Cooper. If these conditions are met,
it is expected that the proposed  transaction  with Cooper will close by the end
of April 1999.  However,  there are no assurances that the proposed  transaction
will close on the aforesaid date, or that any unforeseen delay will occur.

Employees

         During the fiscal  year ended March 31,  1999,  the Company had no full
time employees.  The Company's President and Secretary have agreed to allocate a
portion of their time to the  activities of the Company,  without  compensation.
These  officers  anticipate  that  the  business  plan  of  the  Company  can be
implemented by their devoting  approximately  20 hours per month to the business
affairs of the Company and,  consequently,  conflicts of interest may arise with
respect to the limited time commitment by such officers.

ITEM 2.  DESCRIPTION OF PROPERTY

     Facilities.  The Company  operates  from its  offices at 2851 South  Parker
Road, Suite 720, Aurora, Colorado 80014, which space

                                                                               5

<PAGE>



is  provided  to the  Company  on a rent  free  basis by  Andrew  I.  Telsey,  a
shareholder,  director and officer of the Company,  and it is  anticipated  that
this  arrangement  will  remain  until  such  time as the  Company  successfully
consummates a merger or  acquisition.  Management  believes that this space will
meet the Company's needs for the foreseeable future.

         Other  Property.  The Company has no properties and at this time has no
agreements to acquire any properties.  The Company intends to attempt to acquire
assets or a business in exchange for its securities  which assets or business is
determined to be desirable for its objectives.

ITEM 3.   LEGAL PROCEEDINGS

         There are no material legal  proceedings which are pending or have been
threatened against the Company of which management is aware.

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

         None

                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS

         (a) Market Information.  There is presently no trading market
for the common equity of the Company.

         (b) Holders. There are ten (10) holders of the Company's Common Stock.

         As of the  date of this  report,  all of the  shares  of the  Company's
Common  Stock  are  eligible  for sale  under  Rule 144  promulgated  under  the
Securities Act of 1933, as amended,  subject to certain limitations  included in
said Rule.  In general,  under Rule 144, a person (or persons  whose  shares are
aggregated),  who  has  satisfied  a one  year  holding  period,  under  certain
circumstances,  may sell within any three month  period a number of shares which
does not exceed the greater of one percent of the then outstanding  Common Stock
or the average  weekly  trading  volume during the four calendar  weeks prior to
such sale.  Rule 144 also  permits,  under  certain  circumstances,  the sale of
shares without any quantity  limitation by a person who has satisfied a two year
holding period and who is not, and has not been for the preceding  three months,
an affiliate of the Company.


                                                                               6

<PAGE>



         (c) Dividends.

         (1) The Company has not paid any  dividends  on its Common  Stock.  The
Company  does not  foresee  that the  Company  will  have the  ability  to pay a
dividend on its Common Stock in the fiscal year ended March 31, 1999, unless the
Company  successfully  consummates  a merger  or  acquisition  and the  relevant
candidate  has  sufficient  assets  available  to  undertake  issuance of such a
dividend and management elects to do so, of which there can be no assurance.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

         The  following  discussion  should  be read  in  conjunction  with  the
Company's  audited  financial  statements and notes thereto included herein.  In
connection  with, and because it desires to take advantage of, the "safe harbor"
provisions of the Private Securities  Litigation Reform Act of 1995, the Company
cautions readers regarding  certain forward looking  statements in the following
discussion  and elsewhere in this report and in any other  statement made by, or
on the  behalf  of the  Company,  whether  or not in  future  filings  with  the
Securities and Exchange  Commission.  Forward looking  statements are statements
not  based on  historical  information  and which  relate to future  operations,
strategies, financial results or other developments.  Forward looking statements
are necessarily based upon estimates and assumptions that are inherently subject
to   significant   business,   economic  and   competitive   uncertainties   and
contingencies, many of which are beyond the Company's control and many of which,
with  respect  to future  business  decisions,  are  subject  to  change.  These
uncertainties and contingencies can affect actual results and could cause actual
results  to differ  materially  from  those  expressed  in any  forward  looking
statements  made by, or on behalf of, the  Company.  The Company  disclaims  any
obligation to update forward looking statements.

         (a) Plan of Operation.

         The  Company  intends to seek to acquire  assets or shares of an entity
actively engaged in business, in exchange for its securities. Applicable thereto
and as of the date of this report,  effective March 9, 1999, the Company entered
into a letter of intent  with the  Cooper  Memphis  Group,  Inc.  ("Cooper"),  a
privately  held  California  corporation,  whereby  the  Company  has  agreed in
principle  to acquire  all of the issued and  outstanding  shares of Cooper,  in
exchange for issuance by the Company of previously unissued  "restricted" common
stock. The relevant terms of the proposed transaction require the Company to (i)
undertake a forward split of its issued and outstanding  common shares,  whereby
3.5 shares of common  stock are proposed to be issued in exchange for each share
of common stock then issued and outstanding;  and (ii) thereafter,  issue to the
Cooper shareholders an aggregate of

                                                                               7

<PAGE>



15,750,000  "restricted"  common shares,  representing 90% of the Company's then
outstanding  common  stock,  in exchange  for all of the issued and  outstanding
shares of Cooper.

         The  proposed  share  exchange  is subject to  satisfaction  of certain
conditions,  including completion of due diligence  activities,  the approval of
the  transaction  by all of the  Cooper  shareholders  and the  approval  of the
proposed  transaction  by the  shareholders  of  the  Company.  If the  proposed
transaction  with Cooper is consummated,  the present  officers and directors of
the Company are expected to resign their respective  positions with the Company,
to be replaced by the present management of Cooper. If these conditions are met,
it is expected that the proposed  transaction  with Cooper will close by the end
of April 1999.  However,  there are no assurances that the proposed  transaction
will close or that any unforeseen delay will occur.

In the event the aforesaid transaction does not close, management of the Company
will continue to have  discussions  with other  potential  merger or acquisition
candidates.  In the event the Company does enter into an  agreement  with such a
third party, the Board of Directors does intend to obtain certain  assurances of
value of the target entity assets prior to consummating such a transaction, with
further assurances that an audited financial  statement would be provided within
sixty  days after  closing of such a  transaction.  Closing  documents  relative
thereto will include representations that the value of the assets conveyed to or
otherwise so  transferred  will not materially  differ from the  representations
included in such closing documents, or the transaction will be voidable.

         The Company has no full time  employees.  The  Company's  President and
Secretary  have agreed to allocate a portion of their time to the  activities of
the Company,  without compensation.  These officers anticipate that the business
plan of the Company can be implemented by their devoting  approximately 20 hours
per month to the business affairs of the Company and, consequently, conflicts of
interest may arise with respect to the limited time commitment by such officers.

         Because the Company  presently has nominal  overhead or other  material
financial  obligations,  management  of the Company  believes that the Company's
short term cash requirements can be satisfied by management  injecting  whatever
nominal  amounts of cash into the  Company to cover these  incidental  expenses.
There  are no  assurances  whatsoever  that  any  additional  cash  will be made
available to the Company through any means.

Year 2000 Disclosure

     Many existing  computer  programs use only two digits to identify a year in
the date field. These programs were designed

                                                                               8

<PAGE>



and  developed  without  considering  the impact of the  upcoming  change in the
century.  If not  corrected,  many  computer  applications  could fail or create
erroneous  results by or at the Year 2000. As a result,  many  companies will be
required to undertake major projects to address the Year 2000 issue. Because the
Company has no assets,  including any personal property such as computers, it is
not  anticipated  that the Company will incur any negative impact as a result of
this  potential  problem.  However,  it is possible  that this issue may have an
impact on the Company  after the Company  successfully  consummates  a merger or
acquisition.  Management  intends to address  this  potential  problem  with any
prospective merger or acquisition candidate. There can be no assurances that new
management of the Company will be able to avoid a problem in this regard after a
merger or acquisition is so consummated.

ITEM 7.  FINANCIAL STATEMENTS


                                                                               9

<PAGE>












                                MATHY CORPORATION


                          Audited Financial Statements

                   For the Years Ended March 31, 1999 and 1998
                   and the Period January 30, 1996 (Inception)
                             through March 31, 1999




                                                                              10

<PAGE>







                                Mathy Corporation


                                TABLE OF CONTENTS


                                                                   Page

Independent Auditors' Report                                         1

Financial Statements

         Balance Sheet                                               2

         Statement of Operations                                     3

         Statement of Cash Flow                                      4

         Statement of Shareholders' Equity                           5

         Notes to the Financial Statements                      6 to 8




                                                                              11

<PAGE>



                          Kish, Leake & Associates P.C.
                          Certified Public Accountants
J.D.Kish, C.P.A., M.B.A.                        7901 E Belleview Ave - Suite 220
James D. Leake, C.P.A., M.T.                           Englewood, Colorado 80111
    -----------------------------                       Telephone (303) 779-5006
                                                        Facsimile (303) 779-5724

                          Independent Auditors' Report
                          ----------------------------

We  have  audited  the  accompanying  balance  sheet  of  Mathy  Corporation  (a
Developmental Stage Company), as of March 31, 1999 and the related statements of
income,  shareholders'  equity,  and cash flows for the fiscal years ended March
31,  1999 and 1998 and period  January 30, 1996  (Inception)  through  March 31,
1999.  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 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 Mathy Corporation at March 31,
1999 and the results of its  operations  and its cash flows for the fiscal years
ended  March 31,  1999 and 1998 and the  period  January  30,  1996  (Inception)
through  March  31,  1999  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 5, the Company is
in the  development  stage  and has no  operations  as of March  31,  1999.  The
deficiency  in working  capital as of March 31,  1999 raises  substantial  doubt
about its ability to continue as a going concern.  Management's plans concerning
these matters are  described in Note 5. The financial  statements do not include
any adjustments that might result from the outcome of these uncertainties.

s/Kish, Leake & Associates, P.C.

Kish, Leake & Associates, P.C.
Certified Public Accountants
Englewood, Colorado
March 29, 1999
                                       F-1

                                                                              12

<PAGE>

<TABLE>


Mathy Corporation
(A Development Stage Company)
Balance Sheet
---------------------------------------------------------------
<CAPTION>
                                                       March
                                                      31, 1999
                                                      --------

<S>                                                   <C>     
ASSETS                                                $      0
                                                      ========

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES - Accounts Payable                           1,250
                                                      --------
SHAREHOLDERS' EQUITY

Preferred Stock, .001 Par Value
Authorized 25,000,000 Shares; Issued                         -
And Outstanding -0- Shares

Common Stock, $.001 Par Value
Authorized 100,000,000 Shares; Issued
And Outstanding 500,000 Shares                             500

Additional Paid In Capital
  On Common Stock                                            0

Deficit Accumulated During
  The Development Stage                                 (1,750)
                                                      --------
TOTAL SHAREHOLDERS' EQUITY                               1,250
                                                      --------
TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                                $      0
                                                      ========

   The Accompanying Notes Are An Integral Part Of These Financial Statements.

</TABLE>

                                  F-2


                                                                              13

<PAGE>
<TABLE>



Mathy Corporation
(A Development Stage Company)
Statement Of Operations
-----------------------------------------------------------------
<CAPTION>
                                                      January
                                                     30, 1996
                                                    (Inception)
                                                      Through
                                   March     March     March
                                 31, 1999   31, 1998  31, 1999
                                 --------   --------  --------

<S>                              <C>        <C>       <C>     
Revenue                          $      0   $      0  $      0
                                 --------   --------  --------
Expenses:

Accounting                          1,250          0     1,250
Office                                  0          0       500
                                 --------   --------  --------
Total                               1,250          0     1,750
                                 --------   --------  --------
Net (Loss)                       $ (1,250)  $      0  $ (1,750)
                                 ========   ========  ========

Basic (Loss) Per
  Common Share                   $   0.00   $   0.00 ($   0.00)
                                 ========   ========  ========

Basic Common Shares
  Outstanding                    500,000    500,000   500,000
                                 ========   ========  ========

















   The Accompanying Notes Are An Integral Part Of These Financial Statements.

</TABLE>

                                  F-3


                                                                              14

<PAGE>

<TABLE>


Mathy Corporation
(A Development Stage Company)
Statement Of Cash Flows
-----------------------------------------------------------------
<CAPTION>
                                                      January
                                                      30, 1996
                                                    (Inception)
                                                      Through
                                   March     March     March
                                  31, 1999  31, 1998  31, 1999
                                  --------  --------  --------
<S>                               <C>       <C>       <C>  
Net (Loss) Accumulated
 During The Development
 Stage                            $ (1,250) $      0  $ (1,750)

Issuance Of Common Stock For
 Cash Advances & Services                0         0       500

Increase in Accounts Payable         1,250               1,250
                                  --------  --------  --------

Cash Flows From Operations               0         0         0
                                  --------  --------  --------
Cash Flows From Financing
Activities:

Issuance Of Common Stock                 0         0         0
                                  --------  --------  --------
Cash Flows From Financing                0         0         0
                                  --------  --------  --------
Net Increase In Cash                     0         0         0
Cash At Beginning Of Period              0         0         0
                                  --------  --------  --------
Cash At End Of Period             $      0  $      0  $      0
                                  ========  ========  ========




Non - Cash Activities:

Stock Issued For Cash
 Advances & Services              $      0  $      0  $    500
                                  ========  ========  ========




   The Accompanying Notes Are An Integral Part Of These Financial Statements.

</TABLE>

                                  F-4


                                                                              15

<PAGE>

<TABLE>


Mathy Corporation
(A Development Stage Company)
Statement Of Shareholders' Equity
--------------------------------------------------------------------------------
<CAPTION>
                                                             Deficit
                                                           Accumulated
                      Number Of Number of                   During The
                       Common   Preferred Common Preferred Development
                       Shares    Shares    Stock   Stock      Stage      Total
                      --------  --------  ------  -------  -----------  -------
<S>                   <C>       <C>       <C>     <C>      <C>          <C>
Balance At
 January 30, 1996            0         0  $    0  $     0  $         0  $     0

Issuance Of
Common Stock:
January 30, 1996 for
 Cash Advances Made
 On Behalf of the
 Company & Services
 at $.001 Per Share    500,000         0     500        0            0      500

Net (Loss)                                                        (500)    (500)
                      --------  --------  ------  -------  -----------  -------

Balance At March
  31, 1994, 1995,
  1996, 1997 & 1998    500,000         0     500        0         (500)       0

Net (Loss)                                                      (1,250)  (1,250)
                      --------  --------  ------  -------  -----------  -------
Balance At
  March 31, 1999       500,000         0  $  500  $      0 $    (1,750) $(1,250)
                      ========  ========  ======  ========  ==========  =======
















   The Accompanying Notes Are An Integral Part Of These Financial Statements.

</TABLE>

                                 F-5



                                                                              16

<PAGE>



Mathy Corporation
(A Development Stage Company)
Notes to Financial Statements
For The Fiscal Years Ended March 31, 1999 and 1998
--------------------------------------------------


Note 1 - Organization and Summary of Significant Accounting Policies

Organization:

On January 30, 1996, Mathy Corporation (the Company) was incorporated  under the
laws of  Colorado  to  engage  in any  lawful  business  or  activity  for which
corporations may be organized under the laws of the State of Colorado.

Development Stage:

The  company  entered the  Development  stage in  accordance  with SFAS No. 7 on
January 30, 1996.  Its purpose is to evaluate,  structure  and complete a merger
with, or acquisition a privately owned corporation.

Statement of Cash Flows:

For the purpose of the  statement of cash flows,  the company  considers  demand
deposits and highly liquid-debt  instruments  purchased with a maturity of three
months or less to be cash equivalents.

Cash paid for  interest  in fiscal  year ended March 31, 1999 and 1998 was $-0-.
Cash paid for income  taxes in fiscal  year ended March 31, 1999 and 1998 was $-
0-.

Basic (Loss) per Common Share:

Basic  (Loss) per common  share is  computed  by  dividing  the net loss for the
period by the weighted  average  number of shares  outstanding at March 31, 1999
and March 31, 1998.

Use of Estimates:

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



                                       F-6

                                                                              17

<PAGE>



Mathy Corporation
(A Development Stage Company)
Notes to Financial Statements
For The Fiscal Years Ended March 31, 1999 and 1998
--------------------------------------------------

Note 2 - Capital Stock and Capital in Excess of Par Value

The Company initially  authorized  100,000,000  shares of $.001 par value common
stock and 25,000,000  shares of $.001 par value preferred  stock. On January 30,
1996, the company  issued 500,000 shares of common stock for services  valued at
$350 and for cash  advances paid on behalf of the Company of $150 for a total of
$500.

Note 3 - Related Party Events

The Company  maintains a mailing address at an officers place of business.  This
address is located at 2851 South Parker Road,  Suite 720, Aurora,  Colorado.  At
this time the Company has no need for an office. As of March 31, 1999 management
has incurred a minimal amount of time and expense on behalf of the Company.


Note 4 - Income Taxes

At March 31, 1999,  the company had net operating loss  carryforwards  available
for financial statement and Federal income tax purposes of approximately  $1,750
which, if not used, will expire in the year 2010.

The Company  follows  Financial  Accounting  Standards  Board Statement No. 109,
"Accounting for Income Taxes" (SFAS #109),  which requires,  among other things,
an asset and liability  approach to  calculating  deferred  income taxes.  As of
March 31, 1999,  the Company has a deferred tax asset of $250  primarily for its
net  operating  loss  carryforward  which  has been  fully  reserved  through  a
valuation allowance. The change in the valuation allowance for 1999 is $240.


Note 5 - Basis of Presentation

In the course of its development activities the Company has sustained continuing
losses and expects  such  losses to continue  for the  foreseeable  future.  The
Company's  management  plans on advancing funds on an as needed basis and in the
longer term,  revenues from the operations of a merger candidate,  if found. The
Company's  ability  to  continue  as a  going  concern  is  dependent  on  these
additional  management  advances,  and,  ultimately,  upon achieving  profitable
operations through a merger candidate.

                                       F-7

                                                                              18

<PAGE>



Mathy Corporation
(A Development Stage Company)
Notes to Financial Statements
For The Fiscal Years Ended March 31, 1999 and 1998
--------------------------------------------------


Note 6 - Letter of Intent

On March 9, 1999,  the Company  entered  into a letter of intent with the Cooper
Memphis Group, Inc. ("Cooper"), a privately held California corporation, whereby
the Company  agreed in  principle  to acquire all of the issued and  outstanding
shares of Cooper in exchange for issuance by the Company of previously  unissued
"restricted"  common  stock.  The  relevant  terms of the  proposed  transaction
requires  the  Company  to (i)  undertake  a  forward  split of its  issued  and
outstanding common shares, whereby 3.5 common shares shall be issued in exchange
for each common share then issued and  outstanding,  in order to  establish  the
number of common shares issued and  outstanding at closing to be 1,750,000;  and
(ii) issue to the Cooper  shareholders  an aggregate of 15,750,000  "restricted"
common shares,  representing 90% of the Company's then outstanding common stock,
in exchange for all of the issued and outstanding shares of Cooper.































                                       F-8


                                                                              19

<PAGE>



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

         None

                                    PART III

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

         Directors  are  elected  for  one-year  terms or until the next  annual
meeting  of  shareholders  and  until  their  successors  are duly  elected  and
qualified.  Officers  continue  in  office  at  the  pleasure  of the  Board  of
Directors.

         The Directors and Officers of the Company as of the date of this report
are as follows:

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

Andrew I. Telsey            46          President, Director

Darlene D. Kell             53          Secretary, Director

         All  Directors  of the Company  will hold office  until the next annual
meeting  of  the  shareholders  and  until  successors  have  been  elected  and
qualified.  Officers of the Company  are elected by the Board of  Directors  and
hold office until their death or until they resign or are removed from office.

         There are no family  relationships  among the officers  and  directors.
There is no  arrangement  or  understanding  between  the Company (or any of its
directors or officers) and any other person pursuant to which such person was or
is to be selected as a director or officer.

         (b) Resumes:

         Andrew I. Telsey,  President  and a director.  Mr.  Telsey has held his
positions with the Company since its  inception.  From 1984 through the present,
Mr.  Telsey has been employed by Andrew I. Telsey,  P.C.,  Aurora,  Colorado,  a
professional  corporation engaged in the practice of law, emphasizing securities
law, mergers, acquisitions and general business matters. This firm is also legal
counsel to the Company.  Mr. Telsey received a Juris Doctor degree from Syracuse
University  College of Law in 1979 and a Bachelor  of Arts  degree  from  Ithaca
College in 1975.  He devotes  only such time as necessary to the business of the
Company, which is not expected to exceed 20 hours per month.


                                                                              20

<PAGE>



         Darlene D. Kell,  Secretary.  Ms. Kell has held her  position  with the
Company since March 1996.  Since September 1994, Ms. Kell has been employed as a
paralegal  and office  manager for two  attorneys  located in Aurora,  Colorado,
including  Mr.  Telsey.  Prior,  from October 1993 to August 1994,  Ms. Kell was
employed as a  paralegal/office  manager for Wherry & Wherry,  P.C.,  a law firm
located in Denver,  Colorado.  From May 1993 to  September  1993,  Ms.  Kell was
self-employed,   offering  free-lance  secretarial,  paralegal  and  bookkeeping
services in Denver, Colorado. Prior thereto, from January 1993 through May 1993,
Ms. Kell was  employed as a  paralegal/office  manager for A. Thomas  Tenenbaum,
P.C., Denver,  Colorado and with Dihle & Co., P.C., Denver,  Colorado, from July
1991  through  December  1992.  She devotes  only such time as  necessary to the
business of the Company, which is not expected to exceed 10 hours per month.

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  the
Company's officers,  directors and person who own more than 10% of the Company's
Common  Stock to file reports of  ownership  and changes in  ownership  with the
Securities and Exchange Commission, provided that there were any changes to such
persons  respective  stock  holdings in the Company  during the previous  fiscal
year. Based upon information provided to the Company, there have been no changes
in the securities holdings of any person during the past fiscal year.

ITEM 10.  EXECUTIVE COMPENSATION.

Remuneration

         The following table reflects all forms of compensation  for services to
the  Company  for the fiscal  years  ended  March 31, 1999 and 1998 of the chief
executive officer of the Company.



                                                                              21

<PAGE>


<TABLE>

                           SUMMARY COMPENSATION TABLE


<CAPTION>
                                             Long Term Compensation
                                          ----------------------------

                   Annual Compensation          Awards         Payouts
                  ---------------------   -------------------- -------
                                   Securities
                                 Other                Under-               All
Name                             Annual   Restricted   lying              Other
and                              Compen-     Stock    Options/    LTIP   Compen-
Principal         Salary  Bonus  sation     Award(s)    SARs    Payouts sation
Position    Year   ($)     ($)    ($)         ($)       (#)       ($)     ($)
----------  ----  ------  -----  ------    --------   -------   -------  ------
<S>         <C>   <C>     <C>    <C>       <C>              <C>         <C>   
Andrew I.
Telsey,
President &       (1)(2)
Director    1999  $    0  $   0  $    0    $      0         0  $     0  $    0
            1998       0      0       0           0         0        0       0
-------------------------

<FN>

(1)      Mr.  Telsey did not  receive any salary  during the fiscal  years ended
         March 31, 1999 and 1998 from the Company.
</FN>

<FN>
(2)      It is not  anticipated  that any executive  officer of the Company will
         receive  compensation  exceeding  $100,000 during the fiscal year ended
         March  31,  2000,   except  in  the  event  the  Company   successfully
         consummates a business combination.
</FN>
</TABLE>

         The Company maintains a policy whereby the directors of the Company may
be  compensated  for  out of  pocket  expenses  incurred  by each of them in the
performance of their relevant duties. The Company did not reimburse any director
for such expenses during the fiscal year ended March 31, 1999.

         In  addition  to the cash  compensation  set forth  above,  the Company
reimburses each executive officer for expenses incurred on behalf of the Company
on an out-of-pocket basis. The Company cannot determine,  without undue expense,
the exact amount of such expense  reimbursement.  However,  the Company believes
that such reimbursements did not exceed, in the aggregate,  $1,000 during fiscal
year 1999.

         There  are no bonus or  incentive  plans in  effect,  nor are there any
understandings  in place  concerning  additional  compensation  to the Company's
officers.


                                                                              22

<PAGE>



ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

         (a) and (b) Security Ownership of Certain Beneficial Owners
and Management.

         The table below lists the beneficial  ownership of the Company's voting
securities  by each person  known by the Company to be the  beneficial  owner of
more than 5% of such securities, as well as by all directors and officers of the
issuer. Unless otherwise indicated,  the shareholders listed possess sole voting
and investment power with respect to the shares shown.

                    Name and            Amount and
                   Address of           Nature of
Title              Beneficial           Beneficial     Percent of
of Class              Owner               Owner           Class
--------    -------------------------   ----------     ----------

Common      Andrew I. Telsey             325,000           65%
            2851 South Parker Road
            Suite 720
            Aurora, CO  80014

Common      Darlene D. Kell               25,000            5%
            2851 South Parker Road
            Suite 720
            Aurora, CO  80014

Common      All Officers and             350,000           70%
            Directors as a
            Group (2 persons)



         The balance of the  Company's  outstanding  Common Shares are held by 8
persons.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The Company  operates  from its offices at 2851 S. Parker  Road,  Suite
720,  Aurora,  Colorado  80014.  This space is provided to the Company on a rent
free basis by Andrew I. Telsey,  an officer and director of the Company,  and it
is anticipated  that this arrangement will remain until such time as the Company
successfully consummates a merger or acquisition.

     There  have  been  no  other  related  party  transactions,  or  any  other
transactions or relationships  required to be disclosed  pursuant to Item 404 of
Regulation S-B.



                                                                              23

<PAGE>



                                     PART IV

Item 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)   Exhibits

         3.1*   Certificate and Articles of Incorporation

         3.2*   Bylaws

         EX-27  Financial Data Schedule

* Filed with the  Securities  and  Exchange  Commission  in the Exhibits to Form
10-SB, filed on June 10, 1998, and are incorporated by reference herein.

(b)      Reports on Form 8-K

         The Company filed a report on Form 8-K on March 9, 1999,  advising that
the Company entered into a letter of intent with The Cooper Memphis Group,  Inc.
("CMG"), a privately held California corporation, whereby the Company has agreed
in  principle  to acquire  all of the issued and  outstanding  shares of CMG, in
exchange for issuance by the Company of previously unissued  "restricted" common
stock.  The relevant terms of the proposed  transaction are described  elsewhere
herein.  The contents of this Form 8-K are incorporated  herein as if set forth.
The Company did not file any other  reports on Form 8-K during the last  quarter
of the fiscal year ended March 31, 1999.


                                                                              24

<PAGE>



                                   SIGNATURES

         In accordance  with Section 13 or 15(d) of the Securities  Exchange Act
of 1934,  the  Company  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized, on May 4, 1999.

                               MATHY CORPORATION
                               (Registrant)


                               By: s/Andrew I. Telsey            
                                  ----------------------            
                                  Andrew I. Telsey, President


         In accordance  with the Exchange Act, this report has been signed below
by the  following  persons  on behalf of the  registrant  and in the  capacities
indicated on May 5, 1999.



 s/Andrew I. Telsey           
-----------------------------
Andrew I. Telsey,
President and Director


 s/Darlene D. Kell            
-----------------------------
Darlene D. Kell,
Secretary and Director





                                                                              25

<PAGE>


                                MATHY CORPORATION

                  EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-KSB
                    FOR THE FISCAL YEAR ENDED MARCH 31, 1999

EXHIBITS                                                                Page No.

  EX-27           Financial Data Schedule...................................27



                                                                              26