U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

(Mark One)

     [X]  Annual report under Section 13 or 15(d) of the Securities Exchange Act
          of 1934.

          For the fiscal year ended December 31, 1999

                                       OR

     [_]  Transition report under Section 13 or 15(d) of the Securities Exchange
          Act of 1934

          for the transition period from __________ to ___________.

                        Commission File Number: 33-36670

                      HIDENET SECURE ARCHITECTURES, INC.
                      ------- ------ -------------- ----
                (Name of Small Business Issuer in Its Charter)

                  New Jersey                        59-3453151
    (State or Other Jurisdiction of               (IRS Employer
    Incorporation or Organization)               Identification No.)


       103 Medinat Hayehudim Street, P.O.B. 837, Herzliya Israel 46733
       --- ------- --------- ------- ------ ---- -------- ------ -----
                   (Address of Principal Executive Offices)

    Registrant's telephone number, including area code: 011-972-9-957-9795

       Securities Registered Pursuant to Section 12(b) of the Act: None

         Securities Registered Pursuant to Section 12(g) of the Act:


                                            Name of Each Exchange on which
          Title of Each Class:                       Registered:
          ----- -- ---- -----                        ----------

                 None                                    None

      Check  whether the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 [_] No [X]

      Check if there is no disclosure of delinquent  filers pursuant to Item 405
of  Regulation  S-B is  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. [_]

      The issuer's revenues for its most recent fiscal year were $ 0.



<PAGE>




      The  aggregate  value  of the  voting  stock  of the  registrant  held  by
non-affiliates  of the  registrant as of March 2000,  was  $7,788,100,  based on
$4.75 per share,  which was the last  price of the stock  when the  shares  were
de-listed  in March  2000.  Therefore,  it is  difficult  if not  impossible  to
accurately arrive at a completely realistic value of the stock of the registrant
in view of the fact that there is no current market.

      As of June 15, 2000,  5,154,553 shares of the  registrant's  common stock,
par value $.025 per share, were outstanding.

      Check whether the issuer has filed all  documents  and reports  required
to be filed by  Sections 12,  13 or 15(d) of the  Securities  Exchange  Act of
1934 subsequent to the  distribution of securities under a plan confirmed by a
court.  Yes [_]  No [_]

      Not  Applicable  _ See,  however,  Part  I,  Item 1 and  Note  1(b) to the
Company's  audited  financial  statements  with  respect  to  its  wholly  owned
subsidiary being placed in receivership in August 1997.

      Transitional Small Business Disclosure Format Yes [_] No [X]



<PAGE>




ITEM 1.           DESCRIPTION OF BUSINESS



HISTORY

      Savin  Electronics  Inc. (the "Company") is a company  incorporated in the
State of New Jersey in August,  1990. The Company  recently decided to enter the
field of network data security and it is currently  developing  products in such
area (see Item 6 "Management's  Plan of Operation" below). On June 29, 1999, the
Company changed its name to "Hidenet Secure Architectures,  Inc." to reflect the
Company's current business plans.

      The Company filed a Self-Underwritten  Registration  Statement on Form 18,
which Registration  Statement was declared effective on November 1, 1991 and the
offering described therein closed in January of 1992. From the conclusion of its
aforesaid  public  offering of securities  through April of 1996 the Company had
been pursuing its stated business  activities  seeking to acquire  business(es);
its public offering having been a "blind pool/blank check" offering. The Company
had basically been inactive since "going public" until the closing in April 1996
of  its  initial  acquisition.   The  Company  acquired  as  a  result  of  such
acquisition,  Savin Electronics,  Ltd., an Israeli corporation ("Savin Israel"),
which was engaged in the  development,  manufacture  and marketing of electronic
power supply products for computers and other electronic  systems.  Savin Israel
incurred  losses in excess of $1,200,000 as at December 31, 1996.  Additionally,
as at December 31, 1996, Savin Israel's current liabilities exceeded its current
assets by  approximately  $2,100,000  and it had a  shareholders'  deficiency of
approximately $1,300,000. Savin Israel was placed in receivership in August 1997
and remains in the process of being liquidated for the benefit of creditors.

      The Company has not had any revenues  from  operations  from its inception
through December 31, 1999.

      The Company,  formerly known as Savin Electronics  Inc.,  decided to enter
the field of network data security,  and in connection therewith entered into an
agreement on June 11, 1999 (the "Agreement") with Uriel Ginsberg,  Jonatan Levin
and John Federman  (collectively,  the  "Inventors")  and Royce Investment Group
("RIG")  pursuant to which the Company  issued to Ginsberg,  Levin and Federman,
600,000,  600,000 and 1,800,000  shares,  respectively of its common stock,  par
value $.025 per share ("Common Stock").  In consideration for the issuance of an
aggregate of 3,000,000  shares of Common Stock,  the Inventors  delivered to the
Company all right,  title and  interest  owned by each of the  Inventors  in the
proprietary  products  in the  field  of  Internet  protocol  network  and  data
encryption and related property (collectively the "Intellectual Property"). As a
result of the issuance,  the Inventors collectively held 73.9% of the issued and
outstanding capital stock of the Company.

      Upon consummation of the Agreement, in July 1999 the Company established a
research and  development  subsidiary,  Hidenet Secure  Architectures  Ltd. (the
"Subsidiary"),  in Israel and all the  Intellectual  Property was transferred to
the Subsidiary.  Federman became a consultant and Ginsberg and Levin became full
time employees of the Subsidiary.

      RIG was retained to act as a financial  consultant  to the Company to sell
up to $600,000 worth of shares of Common Stock for the Company. Upon the sale of
each installment of $50,000,  RIG was entitled to 80,000 shares of Common Stock,
up to a maximum of 1,800,000 shares,  and was issued a total of 1,500,000 shares
in connection with its services to the Company. Currently, RIG owns no shares of
Common Stock.

      In November 1999,  investors  invested  $50,000 in the Company in exchange
for 80,000 shares of Common Stock. In connection  therewith,  the Company issued
to RIG an additional 80,000 shares of Common Stock (which were subsequently sold
by  RIG).  In  addition,  the  Company  is to pay  RIG  $75,000  for  performing
consultancy services to the Company.  Said amount is payable upon the closing of
an offering of 1,000,000 shares of Common Stock. In addition,  the Company shall
pay RIG a finder's  fees equal to 10% of the gross  proceeds  of any  investment
made by an investor introduced by RIG and a non-accountable expense allowance of
$10,000 in connection with the private  placement.  RIG also received a warrant,
exercisable  for three years from July 1999, to purchase up to 500,000 shares of
Common  Stock at an  exercise  price of $0.125  per share (the  "Warrant").  The
Warrant has been exercised, and the shares are not currently owned by RIG.

      The Company agreed not to execute any financing agreement or engage in any
offering of securities of the Company for a twelve-month  period  following such
period.  RIG has a right of first refusal on any  Regulation S,  Regulation D or
Section 4(2) offerings proposed to be effected by the Company.

      The net proceeds of first phase of the offering are to be  transferred  to
Subsidiary. In connection with acting as a consultant to the Subsidiary,  RIG is
entitled to 7% of the gross proceeds of any investment  made into the Subsidiary
and common shares of the Subsidiary  representing 7% of the gross proceeds of an
investment made in the Subsidiary.

      On December 28, 1999,  IBDH,  LLC, a Delaware  limited  liability  company
("IBDH"),  purchased  all of the shares of the Company  owned by the  Inventors.
These  shares  were  initially  issued by the  Company  in  connection  with the
acquisition by the Company of the right,  title and interest in the  proprietary
technology in the field of network data security owned by the Inventors. IBDH is
80% owned by Ron Fussman, the President, Secretary and a director of the Company
and 20% by Uriel Ginsberg.

      NetworkPrivacy.  Com,  Inc.,  a  Delaware  corporation,  was  formed  as a
wholly-owned  subsidiary of the Company ("NPI") on January 7, 2000 to assume all
of the business currently transacted by the Subsidiary.  The Subsidiary assigned
all of its right,  title and interest in the  intellectual  property and certain
equipment to NPI in  consideration  for $325,000.  Said amount is payable by NPI
upon the earlier of the  completion  of a private  placement  by NPI or April 1,
2002. In addition,  NPI must pay the  Subsidiary  royalties  equal to 1% of sale
proceeds  received by NPI until April 1, 2002.  Upon the investment  made by the
Investor  described  below,  NPI  paid  the  Subsidiary   $325,000,   which  was
subsequently paid to the Company.

NP PARTNERS, LLC INVESTMENT

      On April 13, 2000, NP Partners,  LLC, a New York limited liability company
(the  "Investor"),  entered  into a Stock and  Option  Purchase  Agreement  (the
"Purchase  Agreement")  with the Company and NPI  pursuant to which the Investor
purchased 80,000 shares of Series A Convertible Preferred Shares of NPI ("Series
A Shares")  for  $1,000,000,  and had the right to purchase up to an  additional
80,000 Series A Shares for an additional  $1,000,000  investment  within 30 days
from April 14, 2000.  The Company  granted the Investor an option (the "Option")
to exchange  the Series A Shares for (i) 873,336  shares of the Common  Stock if
the Investor  exercises  its option and invests  $2,000,000 in NPI, (ii) 436,668
shares of the  Common  Stock if the  Investor  invests  $1,000,000  and (iii) an
appropriately  pro rata number of shares of Common Stock if the Investor invests
a portion of  $1,000,000  in NPI. In connection  with the  transaction,  Mark S.
Hauser was  nominated  by the  Investor to become a director of both the Company
and NPI,  and the  Investor has the right to maintain a director on the Board of
Directors of both the Company and NPI so long as the Investor holds at least 75%
of the  aggregate  of the Series A Shares  purchased  pursuant  to the  Purchase
Agreement and the shares  exercisable upon exercise of the option granted by the
Company.  The Investor was also granted  62,053 shares of Common  Stock;  at the
option of the Investor, such shares are exchangeable for shares in NPI.

      The Investor was also granted  demand  registration  rights and  piggyback
registration  rights on the  securities  of both the Company and NPI and co-sale
rights and preemptive  rights with respect to future  issuances of securities by
either the  Company  or NPI.  In  addition,  the  Investor  has a right of first
refusal  on  transfers  of shares  of the  Company's  Common  Stock in excess of
300,000 each 6-month period effectuated by IBDH, the majority stockholder of the
Company.

      The Board of Directors of the Company approved the increase of the size of
the Board of Directors of the Company to five, and such vacancies were filled by
Robert  Friedman  and  Uriel  Ginsburg.  Each of the  directors  of the  Company
(Messrs. Fussman, Savran, Friedman and Ginsburg) was subsequently granted 62,053
shares.

      For terms and  conditions  of the  Purchase  Agreement,  the Stock  Option
Agreement and the Investor Rights Agreement, reference is made to such documents
attached as Exhibits 10.1, 10.2 and 10.3 to the Current Report on Form 8-K filed
by the Company dated April 14, 2000. All statements  made herein  concerning the
foregoing  agreements  are  qualified  in their  entirety by  reference  to such
Exhibits.

      The Purchase Agreement was amended on May 19, 2000 to extend the time that
the  Investor can  purchase  additional  shares of Series A Shares until July 1,
2000. In connection  with said amendment,  the Investor  purchased an additional
32,000 shares of Series A Shares, and the option to exchange the Series A Shares
for common shares of the Company was increased to 174,669 shares.  For the terms
and conditions of the amendment to the Purchase Agreement,  reference is made to
such  document  attached  hereto as Exhibit  10.8.  All  statements  made herein
concerning the foregoing  agreement is qualified in its entirety by reference to
such Exhibit.

      On June 12, 2000,  the Investor  purchased an additional  10,000 shares of
Series A Shares, and the option to exchange the Series A Shares for Common Stock
was increased to 229,253 shares.

EMPLOYEES

      As of calendar  year ended  December 31, 1999 the Company did not have any
employees;  currently the Company  employs 9 individuals  on a full-time  basis.
Pursuant to the terms of the  Employment  Agreement  between the  Subsidiary and
Robert  Friedman,  Mr.  Friedman  shall be the Chief  Executive  Officer  of the
Subsidiary until October 31, 2003 at an annual salary of $150,000.  Mr. Friedman
is  entitled  to an  aggregate  amount of 15% of the equity of the  Company,  or
818,753 shares of common stock, during the term of his employment. For the terms
and conditions of the Employment  Agreement,  reference is made to such document
attached  hereto as  Exhibit  10.8.  Mr.  Friedman  is also the Chief  Executive
Officer of NPI.


ITEM 2.           DESCRIPTION OF PROPERTY

      The Company maintains a business address care of Subsidiary at 103 Medinat
Hayehudim Street,  Herzliya,  Israel 46733. Such offices are maintained pursuant
to a two-year lease at a cost of  approximately  $4,640 per month.  The lease is
renewable  at the  option of the  Company  at a 10%  annual  increase  above the
current rent. NPI leases approximately 660 square feet of space in New York City
at a base monthly rental of $1,850 pursuant to lease which expires in June 2002.

 ITEM 3.           LEGAL PROCEEDINGS

      The  Company's  wholly  owned  subsidiary,  Savin  Israel,  was  placed in
receivership  in August of 1997.  The  Company is not  presently  a party to any
other material  litigation nor, to the knowledge of management,  is any material
litigation threatened.

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

      None.


<PAGE>




                                     PART II

ITEM 5.     MARKET FOR COMMON EQUITY
            AND RELATED STOCKHOLDER MATTERS

      The  Company's  Common Stock was traded on the  over-the-counter  bulletin
board (OTCBB) until March, 2000. The following table sets forth, for the periods
indicated,  the high and low bid prices for a share of the Common  Stock for the
first fiscal quarter of 2000 and each fiscal quarter during the prior two fiscal
years.   All  prices   indicated  below  are  as  reported  to  the  Company  by
broker-dealer(s)  making a market in its  securities  in the National  Quotation
Data Service  ("pink  sheets")  and/or in the OTCBB (the latter under the symbol
SVPS until July 1999 when in  connection  with the  Company's  name change,  the
Company changed its trading symbol to HIDE).  The aforesaid  securities were not
traded  or  quoted  on any  automated  quotation  system  (other  than as may be
indicated herein).  The  over-the-counter  market quotes indicated below reflect
inter-dealer prices,  without retail mark-up,  mark-down or commission,  and may
not necessarily represent actual transactions.

                                                    High           Low
    Fiscal Year Ended December 31, 1998
        First Quarter........................      $  .40        $  .10
        Second Quarter.......................      $  .10        $  .10
        Third Quarter........................      $  .10        $  .10
        Fourth Quarter.......................       $2.50         $2.50

    Fiscal Year Ended December 31, 1999
        First Quarter........................       $3.87         $1.90
        Second Quarter.......................       $3.87         $3.87
        Third Quarter........................       $3.87         $2.00
        Fourth Quarter.......................       $5.00         $1.13

    First Fiscal Quarter of 2000.............       $5.25         $2.00
    Second Fiscal Quarter of 2000 (through March 14)              $5.25 $3.00

    As of April 4, 2000,  there were  approximately 59 stockholders of record as
indicated on the transfer agent's list of stockholders.

    The Company has not paid or declared  any  dividends  upon its Common  Stock
since its  inception  and,  by reason of its  present  financial  status and its
contemplated   financial   requirements,   does  not  currently  contemplate  or
anticipate paying any dividends on its Common Stock in the foreseeable future.


<PAGE>




ITEM 6.           MANAGEMENT'S PLAN OF OPERATION

    Cautionary Statement for Forward-Looking Information

      Certain  statements   contained  in  this  report,   including  statements
regarding the  anticipated  development of the Company's  business,  the intent,
belief or current  expectations  of the Company,  its directors or its officers,
primarily  with  respect to the  performance  of the Company and the products it
expects to offer and other statements  contained  herein regarding  matters that
are not historical facts, are "forward-looking" statements within the meaning of
the Private Securities  Litigation Reform Act (the "Reform Act"). Future filings
with the  Securities and Exchange  Commission,  future press releases and future
oral or written statements made by or with the approval of the Company which are
not statements of historical fact, may contain forward-looking  statements under
the Reform Act. Because such statements include risks and uncertainties,  actual
results  may  differ   materially  from  those  expressed  or  implied  by  such
forward-looking  statements.  Factors that could cause actual  results to differ
materially  from those expressed or implied by such  forward-looking  statements
include,  without  limitation,  the failure of the Company to obtain  additional
financing,  the failure of the Company to develop a product which is marketable,
rapid   technological   changes  in  the   environment,   frequent  new  product
introductions by others in the industry with greater resources than the Company,
competition  in the  marketplace  in which the  Company  decided to operate  and
evolving  industry  standards and customer  preferences in that market which are
difficult  to predict.  Not only could the Company  fail to produce a marketable
product,  but the  introduction of products  embodying new  technologies and the
emergence of new industry standards could render the Company's product, if it is
even   developed,   as  well  as  any  potential  new  products,   obsolete  and
unmarketable.  Such constant  technological  changes also make  accurate  market
predictions difficult.  The Company's results depend in part upon its ability to
attract,   train,   retain  and  motivate   qualified   management,   technical,
manufacturing, sales and support personnel for its operations. The Company is in
the process of filing for patent protection in the United States for the product
which it is in the process of developing.

      All forward-looking statements speak only as of the date on which they are
made. The Company  undertakes no obligation to update such statements to reflect
events that occur or  circumstances  that exist after the date on which they are
made.

The Company has never had any revenues since its inception.

      The Company  currently intends to develop and market products in the field
of network  data  security  through  NPI.  The  Company and NPI are still in the
development stage of a marketable product in the field of network data security.
The Company has no current operations, and even if the products it is developing
in the  networks  data  security  field  are  brought  to  market,  there  is no
likelihood that the sales of the Company's  products will be sufficient to cover
the costs and expenses of the Company's  operations.  The Company estimates that
sales of its products will  commence in the third quarter of 2000,  but there is
no  assurance  that its  products  will be ready for  market at such  time.  The
Company will attempt to obtain equity  financing.  Failure to locate funding for
the Company raises doubts about its ability to continue as a going concern.

      The Company  currently  has no  significant  business  operations  and (as
heretofore  indicated)  its  wholly  owned  subsidiary  Savin  Israel  is  being
liquidated for the benefit of creditors.

ITEM 7.           FINANCIAL STATEMENTS

      The  financial  statements of the Company,  including  the notes  thereto,
together  with the report  thereon  by Kost Forer & Gabbay,  a member of Ernst &
Young International are presented beginning at page F-1.

<PAGE>

                        HIDENET SECURE ARCHITECTURES INC.

                      (A COMPANY IN THE DEVELOPMENT STAGE)

                        CONSOLIDATED FINANCIAL STATEMENTS


                             AS OF DECEMBER 31, 1999


                                 IN U.S. DOLLARS






                                      INDEX




                                                                       Page
                                                                    -----------

Report of Independent Auditors                                         F2

Consolidated Balance Sheet                                             F3

Consolidated Statements of Operations                                  F4

Statements of Changes in Shareholders' Deficiency                      F5

Consolidated Statements of Cash Flows                                  F6

Notes to Consolidated Financial Statements                           F7 - F16




                                 - - - - - - - -







                                      F-1
<PAGE>



[OBJECT OMITTED]ERNST & YOUNG


|X|     Kost Forer & Gabbay
        3 Aminadav St.
        Tel-Aviv 61575, Israel

|X|     Phone: 972-3-6232525
        Fax:  972-3-5622555







                         REPORT OF INDEPENDENT AUDITORS

                             To the Shareholders of

                        HIDENET SECURE ARCHITECTURES INC.


     We have  audited the  accompanying  consolidated  balance  sheet of Hidenet
Secure  Architectures  Inc.  and its  subsidiary  (a company in the  development
stage) as of  December  31,  1999 and the  related  consolidated  statements  of
operations,  changes in shareholders'  deficiency and cash flows for each of the
two years in the period  ended  December 31, 1999 and for the period from August
23, 1990 (inception) until December 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 audits.


     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States.  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 also 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 consolidated financial position of Hidenet Secure
Architectures Inc. and its subsidiary as of December 31, 1999 and the results of
their  consolidated  operations  and cash flows for each of the two years in the
period  ended  December  31,  1999  and for the  period  from  August  23,  1990
(inception)  until December 31, 1999 in conformity  with  accounting  principles
generally accepted in the United States.





Tel-Aviv, Israel                                             KOST FORER & GABBAY
May 17, 2000                                           A Member of Ernst & Young
                                                                   International

                                      F-2
<PAGE>



                                               HIDENET SECURE ARCHITECTURES INC.
                                            (A Company in the development stage)

CONSOLIDATED BALANCE SHEET
--------------------------------------------------------------------------------
In U.S. dollars


                                                                    December 31,
                                                                        1999
                                                                   -------------
     ASSETS

CURRENT ASSETS:
Cash and cash equivalents .....................................          4,360
Accounts receivable and prepaid expenses (Note 3) .............         43,888
                                                                    ----------

Total current assets ..........................................         48,248
                                                                    ----------

PROPERTY AND EQUIPMENT, NET (Note 4) ..........................         38,846
                                                                    ----------

OTHER ASSETS, NET (Note 5) ....................................        100,000
                                                                    ----------

                                                                       187,094
                                                                    ==========
     LIABILITIES AND SHAREHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
Accounts payable and accrued liabilities (Note 6) .............        116,178
Related parties (Note 10) .....................................         85,000
Loan received from officer (Note 7) ...........................          3,352
                                                                    ----------

Total current liabilities .....................................        204,530
                                                                    ----------

COMMITMENTS (Note 11)

SHAREHOLDERS' DEFICIENCY:
Common shares - $ 0.025 par value (Note 8):
Authorized: 15,000,000 shares as of December 31, 1999 and 1998
Issued and outstanding: 59,600 stock and 4,139,600 shares as of
   December 31, 1998 and 1999, respectively ...................        103,490
Additional paid-in capital ....................................      1,278,166
Accumulated deficit ...........................................     (1,399,092)
                                                                    ----------

Total shareholders' deficiency ................................        (17,436)
                                                                    ----------

                                                                       187,094
                                                                    ==========

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



                                      F-3
<PAGE>




CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
In U.S. dollars

<TABLE>
<CAPTION>

                                                                                       Period from
                                                                                       August 23,
                                                                                          1990
                                                           Year ended                  (inception)
                                                          December 31,                   through
                                                                                      December 31,
                                               -----------------------------------
                                                    1999               1998               1999
                                               ----------------   ----------------   ----------------
<S>                                                <C>                 <C>               <C>
Operating costs and expenses:
   Research and development ................        75,041               --               75,041
   Marketing ...............................        25,000               --               25,000
   General and administrative ..............       286,034             23,250            438,673
   Write down of investment in subsidiary ..           --                 --              859,478
                                                 ---------          ---------          ---------

Operating loss .............................       386,075             23,250          1,398,192
Financial expenses, net ....................           900               --                  900
                                                 ---------          ---------          ---------

Net loss ...................................       386,975             23,250          1,399,092
                                                 =========          =========          =========

Basic and diluted net loss per share .......          0.19               0.67                  6
                                                 =========          =========          =========

Weighted average number of shares
   used in  computing  basic and diluted net
loss .......................................     2,072,933             34,850            233,276
   per share
                                                 =========          =========          =========

</TABLE>



                 The accompanying notes are an integral part of
                      the consolidated financialstatements.


                                      F-4
<PAGE>




STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIENCY
--------------------------------------------------------------------------------
In U.S. dollars

<TABLE>
<CAPTION>

                                                                   Additional                        Total
                                           Common stock             paid-in       Accumulated     shareholders'
                                    -----------------------
                                       Stock         Amount         capital         deficit        deficiency
                                    ----------     ----------      ----------      ----------      ----------
<S>                                 <C>            <C>            <C>            <C>                <C>
Balance as of August 23, 1990 .           --             --              --              --              --

  Issuance of shares, net .....          1,820          1,820          14,857            --            16,677
  Net loss ....................           --             --              --           (16,915)           --
                                    ----------     ----------      ----------      ----------      ----------

Balance as of April 1, 1992 ...          1,820          1,820          14,857         (16,915)           (238)

Additional Paid-In Capital ....           --
Acquired ......................           --             --             9,000            --             9,000
  Through Services Provided
Without
  Cost
Net Loss ......................           --             --              --           (11,227)        (11,227)
                                    ----------     ----------      ----------      ----------      ----------

Balance as of April 1, 1993 ...          1,820          1,820          23,857         (28,142)         (2,465)

Additional Paid-In Capital
Acquired ......................           --             --             9,000            --             9,000
  Through Services Provided
Without Cost
Net Loss ......................           --             --              --           (12,020)        (12,020)
                                    ----------     ----------      ----------      ----------      ----------

Balance as of April 1, 1994 ...          1,820          1,820          32,857         (40,162)         (5,485)

Additional Paid-In Capital
Acquired Through Services .....           --             --             9,000            --             9,000
Provided Without Cost
Net Loss ......................           --             --              --            (9,681)         (9,681)
                                    ----------     ----------      ----------      ----------      ----------

Balance as of April 1, 1995 ...          1,820          1,820          41,857         (49,834)         (6,166)

Additional Paid-In Capital
Acquired ......................           --             --             9,000            --             9,000
  Through Services Provided
Without Cost
Net Loss ......................           --             --              --            (8,434)         (8,434)
                                    ----------     ----------      ----------      ----------      ----------

Balance as of April 1, 1996 ...          1,820          1,820          50,857         (58,277)         (5,600)

Adjustment from change of par
value to ......................           --           (1,775)          1,775            --              --
  $ 0.025 per share
Shares issued to acquire ......         24,600            615            --              --               615
foreign subsidiary
Net proceeds from private
placement of ..................          6,180            155         871,959            --           872,114
  shares
Net loss ......................           --             --              --          (918,103)       (918,103)
                                    ----------     ----------      ----------      ----------      ----------

Balance as of December 31, 1996         32,600            815         924,591        (976,380)        (50,974)

Net Loss ......................           --             --              --           (12,487)        (12,487)
                                    ----------     ----------      ----------      ----------      ----------

Balance as of January 1, 1998 .         32,600            815         924,591        (988,867)        (63,461)

Issuance of shares, net .......         27,000            675          19,325            --            20,000
           Net loss ...........           --             --              --           (23,250)        (23,250)
                                    ----------     ----------      ----------      ----------      ----------

Balance as of December 31, 1998         59,600          1,490         943,916      (1,012,117)        (66,711)

Issuance of common shares in
respect of ....................      1,800,000         45,000         135,000            --           180,000
  services
Issuance of warrants in respect
of  consulting services .......           --             --            15,000            --            15,000
Issuance of common shares in
respect of ....................      1,200,000         30,000          90,000            --           120,000
  purchasing know-how
Issuance of common stock, net .      1,080,000         27,000          94,250            --           241,250
Net loss ......................           --             --          (386,975)       (386,975)
                                    ----------     ----------      ----------      ----------      ----------

Balance as of December 31, 1999      4,139,600        103,490       1,278,166      (1,399,092)        (17,436)
                                    ==========     ==========      ==========      ==========      ==========
</TABLE>


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


                                      F-5
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
In U.S. dollars
<TABLE>
<CAPTION>
                                                                                        Period from
                                                                                        August 23,
                                                                                           1990
                                                                Year ended              (inception)
                                                               December 31,               through
                                                                                       December 31,
                                                       -----------------------------
                                                           1999           1998             1999
                                                       -------------  --------------  ----------------

<S>                                                        <C>              <C>          <C>
Cash flows from operating activities:
Net loss ...........................................       (386,975)        (23,250)     (1,399,092)
Adjustments  to reconcile  net loss to net cash used
in
   operating activities:

Officer salary and rent without cost ...............           --              --            41,930
Write-down of investment in subsidiary .............           --              --           859,478
Consulting services expenses .......................        195,000            --           195,000
Depreciation and amortization ......................         22,480            --            22,941
Increase in accounts receivable and prepaid expenses        (43,888)           --           (44,388)
Increase in accounts payable and accrued liabilities         57,302           2,415         116,218
Increase in payables to related parties ............         85,000            --            85,000
                                                         ----------      ----------      ----------

Net cash used in operating activities ..............        (71,081)        (20,835)       (122,913)
                                                         ----------      ----------      ----------

Cash flows from investing activities:
Purchase of fixed assets ...........................        (41,326)           --           (41,326)
Advance to foreign subsidiary ......................           --              --          (858,864)
                                                         ----------      ----------      ----------

Net cash used in investing activities ..............        (41,326)           --          (900,190)
                                                         ----------      ----------      ----------

Cash flows from financing activities:
Proceeds from issuance of common stock, net ........        121,250          20,000       1,015,111
Loan received from officer .........................            200             835          17,035
Payments of loan received from officer .............         (4,683)           --            (4,683)
                                                         ----------      ----------      ----------

Net cash provided by financing activities ..........        116,767          20,835       1,027,463
                                                         ----------      ----------      ----------

Increase in cash and cash equivalents ..............          4,360            --             4,360
Cash and cash  equivalents  at the  beginning of the           --              --              --
period
                                                         ----------      ----------      ----------

Cash and cash equivalents at the end of the period .          4,360            --             4,360
                                                         ==========      ==========      ==========

Non-cash investing and financing activities:
Issuance of common stock to acquire know-how .......        120,000            --           120,000
                                                         ==========      ==========      ==========
Common stock issued to acquire a foreign subsidiary            --              --               615
                                                         ==========      ==========      ==========
</TABLE>


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


                                      F-6
<PAGE>



                                               HIDENET SECURE ARCHITECTURES INC.
                                            (A Company in the development stage)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
In U.S. dollars


NOTE 1:-    GENERAL

        a.      Hidenet  Secure  Architectures  Inc. ("the  Company"),  formerly
                known as Savin Electronics Inc.

        b.      The  Company  was  incorporated  in the  State of New  Jersey in
                August, 1990. The Company recently decided to enter the field of
                network data security and it is currently developing products in
                such area.

        c.      The  subsidiary  is  devoting  substantially  all of its efforts
                towards  conducting  research and  development.  The Company has
                sustained  operating  losses and expects such losses to continue
                in the  foreseeable  future.  The Company has not  generated any
                significant  revenues  or  product  sales  and has not  achieved
                profitable operations or positive cash flow from operations. The
                Company's  deficit  accumulated  during  the  development  stage
                aggregated to $ 1,399,092 through December 31, 1999. There is no
                assurance that profitable operations, if ever achieved, could be
                sustained on a continuing basis.

                The Company plans to continue to finance its  operations  with a
                combination  of raising cash through an offering or by financial
                support  from its  shareholders  and,  in the  longer  term,  by
                generating  revenues from product sales.  There is no assurance,
                however,  that the Company  will be  successful  in obtaining an
                adequate level of financing needed for the long-term development
                and commercialization of its planned products.

                In June 1999, the Company entered into an investment  agreement,
                as described in Note 9, (See also Note 13).

        d.      Hidenet Secure Architectures Ltd. was incorporated in June 1999,
                as a wholly-owned subsidiary of the Company. (See Note 9).

NOTE 2:-    SIGNIFICANT ACCOUNTING POLICIES

        a.      The  consolidated  financial  statements  have been  prepared in
                accordance  with  generally  accepted  accounting  principles in
                United States.

        b.      Use of estimates:

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

        c.      Financial statements in U.S. dollars:

                A substantial  portion of the subsidiary's costs are incurred in
                dollars.  Accordingly,  the  subsidiary  has determined the U.S.
                dollar as the primary  currency of its economic  environment and
                thus its functional and reporting currency.


                                      F-7
<PAGE>




                The  subsidiary's   transactions  and  balances  denominated  in
                dollars are  presented  at their  original  amounts.  Non-dollar
                transactions  and balances are recorded at the exchange  rate at
                the  date  of the  transaction  and  remeasured  to  dollars  in
                accordance  with  Statement  of Financial  Accounting  Standards
                ("SFAS") No. 52 of the U.S. Financial Accounting Standards Board
                ("FASB"). All transaction gains and losses from remeasurement of
                monetary   balance   sheet  items   denominated   in  non-dollar
                currencies  are  reflected in the  statements  of  operations as
                financial income or expenses, as appropriate.

        d.      Principles of consolidation:

                The consolidated  financial  statements  include the accounts of
                the Company and its subsidiary.  Intercompany  transactions  and
                balances have been eliminated in consolidation.

        e.      Cash equivalents:

                The Company considers all highly liquid  investments  originally
                purchased  with  maturities  of three  months or less to be cash
                equivalents.

        f.      Property and equipment:

                Property  and  equipment  are  stated at cost  less  accumulated
                depreciation. Depreciation is calculated using the straight line
                method over the estimated  useful lives, at the following annual
                rates:

                                                                        %
                                                              -----------------


                Leasehold improvements                       (Over the term of
                                                                  the lease)
                Computers and related equipment                        33
                Office furniture and equipment                       7 - 10

        g.      Other assets:

                Other  assets  are stated at  amortized  cost.  Amortization  is
                calculated  using the  straight-line  method over the  estimated
                useful life, at the following annual rate:

                                                                        %
                                                             ------------------

                Know-how                                               33

                                      F-8
<PAGE>




        h.      Fair value of financial instruments:

                SFAS  No.  107,   "Disclosure  About  Fair  Value  of  Financial
                Instruments",  requires  disclosures  about  the  fair  value of
                financial   instruments.   The  following   disclosures  of  the
                estimated  fair  value  of  financial   instruments   have  been
                determined by the Company using available market information and
                valuation methodologies  described below. However,  considerable
                judgment is required in interpreting  market data to develop the
                estimates of fair value.  Accordingly,  the estimates  presented
                herein may not be  indicative  of the  amounts  that the Company
                could realize in a current market exchange. The use of different
                market  assumptions  or  valuation   methodologies  may  have  a
                material effect on the estimated fair value amounts.

                The  financial  instruments  of the  Company are mainly cash and
                cash  equivalents,  accounts  receivable,  accounts  payable and
                accrued  liabilities.  The carrying  amounts of these  financial
                instruments  reasonably approximate their fair values due to the
                short-term maturities of these instruments

        i.      Basic and diluted net loss per share:

                Basic loss per share is computed  based on the weighted  average
                number of common shares  outstanding  during each year.  Diluted
                net loss per share is  computed  based on the  weighted  average
                number of common shares  outstanding  during each year, plus the
                dilutive  potential common shares considered  outstanding during
                the year, in accordance  with FASB Statement No. 128,  "Earnings
                Per Share".

                All outstanding warrants have been excluded from the calculation
                of the  diluted  net  loss per  Common  stock  because  all such
                securities  are  anti-dilutive  for all periods  presented.  The
                total  numbers  of stocks  related to the  outstanding  warrants
                excluded  from the  calculations  of diluted  net loss per share
                were 500,000 for the year ended December 31, 1999.

        j.      Accounting for stock-based compensation:

                In  accounting   for  warrants   granted  to  those  other  than
                employees,  the provisions of Statement of Financial  Accounting
                Standard   Board   No.   123,    "Accounting   for   Stock-Based
                Compensation",  were applied.  The fair value of these  warrants
                was estimated at the grant date using the  Black-Scholes  option
                pricing model.

        k.      Research and development costs:

                Research and development  expenditures are charged to operations
                as incurred.  SFAS No. 86, "Accounting for the Costs of Computer
                Software to be Sold,  Leased or  Otherwise  Marketed",  requires
                capitalization of certain software development costs, subsequent
                to the establishment of technological feasibility.  Based on the
                Company's product development process, technological feasibility
                is  established  upon the  completion  of a working  model.  The
                Company   generally   does  not  incur  any  costs  between  the
                completion  of the  working  model  and the  point at which  the
                product  is  ready  for  general  release.  Therefore,   through
                December  31,  1999,   The  Company  has  charged  all  software
                development  costs to research and  development  expenses in the
                period incurred.


                                      F-9
<PAGE>




        l.      Concentrations of credit risk:


                SFAS  No.  105,   "Disclosure  of  Information  About  Financial
                Instruments   with    off-Balance-Sheet   Risk   and   Financial
                Instruments  with  Concentrations  of  Credit  Risk",   requires
                disclosure of any significant  off-balance-sheet and credit risk
                concentrations. The Company has no significant off-balance-sheet
                concentration of credit risk such as foreign exchange  contracts
                or other foreign hedging arrangements.

                Financial  instruments that  potentially  subject the Company to
                concentrations  of credit risk consist  principally  of cash and
                cash  equivalents.  Cash and cash equivalents are deposited with
                major banks in Israel.  Management  believes  that the financial
                institutions that hold the Company's investments are financially
                sound, and, accordingly, minimal credit risk exists with respect
                to these investments.

        m.      Income taxes:

                The  Company  accounts  for  income  taxes  in  accordance  with
                Statement  of  Financial  Accounting  Standards  (SFAS) No. 109,
                "Accounting for Income Taxes". This statement prescribes the use
                of  the  liability  method,   whereby  deferred  tax  asset  and
                liability  account  balances are determined based on differences
                between  financial   reporting  and  tax  bases  of  assets  and
                liabilities  and are  measured  using the  enacted tax rates and
                laws that will be in effect when the differences are expected to
                reverse.  The  Company  provides  a  valuation   allowance,   if
                necessary,  to reduce  deferred  tax  assets to their  estimated
                realizable value.

        n.      Impact of recently issued accounting standards:

                In June 1998, the Financial  Accounting  Standards  Board issued
                No. 133 ("SFAS 133"), "Accounting for Derivative instruments and
                Hedging Activities" ("SFAS No. 133"). This Statement establishes
                accounting   and  reporting   standards   requiring  that  every
                derivative instrument (including certain derivative  instruments
                embedded in other contracts) be recorded in the balance sheet as
                either an asset or  liability  measured at its fair  value.  The
                Statement  also requires that changes in the  derivative's  fair
                value be recognized  currently in earnings unless specific hedge
                accounting  criteria are met. Special  accounting for qualifying
                hedges allows a derivative's  gains and losses to offset related
                results on the hedged item in the income statement, and requires
                that a company must formally document, designate, and assess the
                effectiveness of transactions that receive hedge accounting. The
                FASB  has  issued  SFAS  No.  137,  "Accounting  for  Derivative
                Instruments  and Hedging  Activities - Deferral of the Effective
                Date of FASB  Statement No. 133".  The Statement  defers for one
                year the effective  date of SFAS No. 133. The rule will apply to
                all fiscal quarters of all fiscal years beginning after June 15,
                2000.  The  Company  does  not  expect  the  impact  of this new
                statement  on  the  Company's  consolidated  balance  sheets  or
                results of operations to be material.


                                      F-10
<PAGE>




NOTE 3:-    ACCOUNTS RECEIVABLE AND PREPAID EXPENSES

                                                         December 31,
                                                             1999
                                                      -----------------

Government authorities                                      4,834
Receivable-officer ...                                      3,760
Prepaid expenses .....                                     35,294
                                                           ------

                                                           43,888
                                                           ======

NOTE 4:-    PROPERTY AND EQUIPMENT
Cost:
  Leasehold improvements ........                           6,450
  Office furniture and equipment                           13,228
  Computers and related equipment                          21,648
                                                           ------

                                                           41,326
Accumulated depreciation ........                           2,480
                                                           ------

Depreciated cost ................                          38,846
                                                           ======

            Depreciation  expenses  amounted  to $  2,480  for  the  year  ended
            December 31, 1999.


NOTE 5:-    OTHER ASSETS

Cost ...................                                   120,000
Accumulated amortization                                    20,000
                                                           -------

                                                           100,000
                                                           =======

            See also Note 9.


NOTE 6:-    ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accrued expenses .....                                      97,752
Employees ............                                       5,575
Other accounts payable                                      12,851
                                                           -------

                                                           116,178
                                                           =======

                                      F-11
<PAGE>




NOTE 7:-    LOAN RECEIVED FROM OFFICER

        The balance does not bear interest and a repayment date has not yet been
determined.

NOTE 8:-    COMMON SHARES

        a.      In October 1998,  the Company  effected a reverse stock split of
                1:250 on the nominal common stock of the existing shareholders.

                All  Common  shares  and per  Common  share  amounts  have  been
                retroactively  adjusted to reflect  this split,  for all periods
                presented.

        b.      In  November  1998,  the  Company  issued  27,000  shares  to  a
                financial  agent, in consideration of consulting fees totaling $
                20,000. The consulting fees are charged as an expense.

        c.      Pursuant  to the  Investment  agreement  (Note  9)  the  Company
                issued:

                In June 1999,  1,200,000 shares to the inventors,  and 1,800,000
                shares to the consultant.

                In July 1999,  1,000,000  shares to inventors,  in consideration
                for $ 100,000.

                In November 1999,  80,000 shares to investors,  in consideration
                for $ 50,000.

                In June 1999,  500,000  warrants to financial  consultant at and
                exercise price of $ 0.125 per share,  exerecisable  for a period
                of three years


NOTE 9:-    PURCHASE OF KNOW-HOW AND INVESTMENT AGREEMENT

                In June 1999,  the Company  entered into an  agreement  with two
                inventors, a consultant and a financial agent.

                The  Company  purchased  from the  inventors,  a know-how in the
                field of network data security,  in consideration  for 1,200,000
                shares.  The  know-how  was  recorded at its fair market value $
                120,000,  and is  amortized  over a period of three  years.  The
                Company  also  entered into  employment  agreement  with the two
                inventors.

                The Company entered into a six months consulting  agreement with
                the  consultant,   in   consideration   for  1,800,000   shares.
                Consulting  fees  totaling $ 180,000  are  charged as an expense
                over the consulting period.



                                      F-12
<PAGE>




                The agent  will  offer and sell (on a best  efforts  basis)  the
                Company's shares in two steps, in consideration  for 10% finders
                fee, plus expenses totaling $ 10,000, as follows:

        a.      1,000,000 shares in consideration for $ 100,000 within 120 days.

        b.      800,000 shares in consideration for $ 500,000, within additional
                180 days,  which may be  executed  in  installments  of $ 50,000
                each.

                The  agent has a twelve  month  exclusive  right  for  executing
                financing agreement on behalf of the Company, and a twelve month
                first refusal right on any offering proposed by the Company.

                The agent will serve as the Company's financial consultant for a
                period of 12 months, in consideration for $ 75,000,  and 500,000
                warrants (including registration rights at Company's expense) at
                an exercise price of $ 0.125 per share, exercisable for a period
                of three years commencing with the closing of step A. Consulting
                expense,  comprising the fair value of these options, totaling $
                15,000 are charged as an expense over the consulting period.

                In June  1999,  the  Company  transferred  the  know-how  to its
                wholly-owned  subsidiary,  Hidenet Secure Architectures Ltd. The
                agent will serve as LTD.'s financial agent in consideration  for
                7% of the  proceeds  raised,  and  as  financial  consultant  in
                consideration  for  warrants  to  purchase  7% of LTD.'s  raised
                stock. As to subsequent events in respect of LTD. see Note 13.


NOTE 10:-   BALANCES AND TRANSACTIONS WITH RELATED PARTIES

                                                               December 31,
                                                                 1999
                                                              -----------

        a.      Balances with related parties:

                Current liabilities:
                 Related parties (1)                               85,000
                                                              ===========

                (1)     For  consulting  services,   offering  and  selling  the
                        Company shares.

                                                              Year ended
                                                             December 31,
                                                            -------------
                                                                 1999
                                                            -------------

        b.      Transactions with shareholders:

                Consultation services                              43,125
                                                            =============

                Salaries and related benefits                      10,811
                                                            =============

                                      F-13
<PAGE>




NOTE 11:-   COMMITMENTS

                The subsidiary  rents offices in Israel for a monthly payment of
                U.S. $ 3,500, which expires at the end of November 2001.

                The  subsidiary  has an option to extend  the lease  term for an
                additional two years.

                Future rental  payments,  under non cancelable  operating leases
                are as follows:

                                         U.S. dollars
                                         -------------

            2000                            42,000
            2001                            38,500
                                         -------------

                                            80,500
                                         =============

                Rent expenses for the years ended  December 31, 1999,  were $ 17
                thousand. No rent expenses were recorded in 1998.

NOTE 12:-   TAXES ON INCOME

        a.      Measurement of results for tax purposes:

                Results for tax purposes of the Israeli  subsidiary are measured
                on real basis  adjusted to the  increase in the Israeli  CPI. As
                explained in Note 2b, the financial  statements  are prepared in
                U.S.  Dollars.  The difference  between the annual change in the
                Israeli CPI and in the NIS/U.S.  dollar  exchange  rate causes a
                difference  between  taxable  income  and  the  reported  income
                reflected  by  the  financial  statements.  In  accordance  with
                paragraph  9(f) of SFAS No. 109 the  subsidiary has not provided
                deferred  income  taxes on  differences  between  the  reporting
                currency and the tax bases of assets and liabilities.


                                      F-14
<PAGE>




        b.      Reconciliation  of the theoretical tax benefit to the actual tax
                benefit:

                A reconciliation of theoretical tax benefit, assuming all income
                is taxed at the statutory rate and the actual tax benefit, is as
                follows:

                                                       Year ended
                                                      December 31,
                                              --------------------------
                                                 1999           1998
                                              ==========     =========

Loss before taxes on income, as reported
  in the consolidated statements of income      386,975         23,250
                                               ========       ========

Statutory tax rate .......................           35%            35%
                                               ========       ========

Theoretical tax benefit ..................      135,441          8,138
Decrease in taxes resulting from:
  Non-deductible expenses, net ...........        1,338         (8,138)
  Losses for which valuation allowances in
respect of deferred tax assets were ......     (136,779)          --
provided
                                               --------       --------

Actual tax benefit .......................         --             --
                                               ========       ========

        c.      Carryforward tax losses and deductions:

                Carryforward  tax losses and  deductions  of the Company and its
                subsidiary totaled  approximately $ 134 thousand at December 31,
                1999.

        d.      Loss before income taxes consists of the following:

                                                    Year ended
                                                   December 31,
                                             --------------------------
                                                1999           1998
                                             ==========    ============
                Domestic                       246,225          23,250
                Foreign                        140,750            --
                                             -----------    ------------

                                               386,975         23,250
                                             ===========    ============

                                      F-15
<PAGE>




        e.      Deferred income taxes

                Deferred  income taxes  reflect the net tax effects of temporary
                differences   between  the   carrying   amounts  of  assets  and
                liabilities  for  financial  reporting  purposes and the amounts
                used for  income tax  purposes.  Significant  components  of the
                Company's deferred tax liabilities and assets are as follows:

                                                            Year ended
                                                           December 31,
                                                    --------------------------
                                                        1999           1998
                                                    ==========    ============

                Loss carryforward                     134,103           --
                Less - valuation allowance           (134,103)          --
                                                    ----------    ------------
                                                         --             --
                                                    ==========    ============

                The  Company  and  its   subsidiary   have  provided   valuation
                allowances in respect of deferred tax assets  resulting from tax
                loss carryforwards and other temporary  differences;  management
                currently  believes  that it is more  likely  than  not that the
                deferred taxes related to these items will not be realized.

NOTE 13:-   SUBSEQUENT EVENTS

        a.      In  April  2000,  Hidenet  Secure  Architectures  Ltd.  sold the
                intellectual  property and equipment to Network Privacy.Com Inc.
                ("NPI") in exchange for $ 325,000 and  royalties  equal to 1% of
                the sales  proceeds  received by the  Company  within two years.
                NPI,  a  Delaware  corporation,  was  formed  as a  wholly-owned
                subsidiary  of the  Company  on January 7, 2000 to assume all of
                the   business   currently    transacted   by   Hidenet   Secure
                Architectures Ltd.

        b.      On April 13, 2000,  NP Partners,  LLC, "the  Investor",  entered
                into a Stock and Option Purchase  agreement with the Company and
                its  subsidiary,  according to which the investor  will purchase
                112,000  Preferred  shares  of NPI and will  grant an  option to
                purchase an additional 611,335 Common shares of the Company,  in
                consideration of $ 1,400,000.

                The investor was also granted demand registration rights.




                                      F-16

                                 - - - - - - - -

<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

      Set forth below are the name,  age and positions  with the Company,  their
business  experience  during  the last  five  years  and the year each was first
elected a director of the Company of the directors and executive officers of the
Company as of December 31, 1999:

Name and Address                    Position(s) Held                  Age
--------------------------------    -----------------------           -----

Ron Fussman                         President,  Secretary and          38
c/o Hidenet Secure                  Director
   Architectures, Inc.
   103 Medinat Hayehudim Street
Herzliya Israel 46733


Avrum Savran                        Chairman  of the Board of          56
c/o Hidenet Secure                  Directors and Treasurer
   Architectures, Inc.
   103 Medinat Hayehudim Street
Herzliya Israel 46733

      RON FUSSMAN served as President, Secretary-Treasurer and a Director of the
Company  from  March  1996 until his  resignation  in April 1996 and  thereafter
served as an independent  business  consultant to the Company until assuming his
current  positions  with the Company in May of 1997.  Mr. Fussman also serves as
President and control  person of Universal  Eagle Ltd., a firm founded by him in
1988 for purposes of providing business and financial consulting services.

      AVRUM SAVRAN from 1987 to the present has managed Margolin Marketing Ltd.,
a finance  and  economic  consulting  company as well as serving as manager  and
owner of PBA Investment,  a relatively  large Israeli  exporting firm and during
such same period of time  helped  support  Israeli  based  industrial  companies
through the raising of funds from governmental and private sources. From 1981 to
1987 Mr. Savran served as a Financing  Manager of Kibbutz  Yizreel and from 1982
to 1985 served as manager of Team USA of the United Kibbutz Movement. Mr. Savran
received  a  Bachelor  of Arts  degree in  Business  Administration  from  Haifa
University  in 1973 and  currently  serves as Chairman of the Board of Directors
and as Treasurer of the Company.


<PAGE>



      As of April 11, 2000, the individuals listed below became directors of the
Company.

      URIEL GINSBURG, 23, became a director of the Company in April 2000 and has
served as a director of NPI since January 2000. From approximately  October 1998
to October  1999,  Mr.  Ginsburg  was the  senior  software  engineer  to PRAGMA
Computing Systems in Tel Aviv, Israel.  From approximately June 1995 to February
1997,  he  as  the  Network  and  Systems  Administrator  at  Shani  Information
Technologies in Tel Aviv,  Israel.  He recieved his high school diploma from Ort
"Yad-Giyora" in Israel in 1995.

      ROBERT  FRIEDMAN,  38,  Director,  is  the  Chief  Executive  Officer  and
President of Network  Privacy.com,  Inc.  From March 1997 to January  2000,  Mr.
Friedman managed the US operations of TTR  Technologies,  Inc., a New York based
publicly-traded  security technology company with an R&D center in Petach Tikva,
Israel. Mr. Friedman served as the VP of Marketing and Business  Development and
as the CFO of TTR. Prior to that, from 1993 through 1996 he was a Vice President
of Oppenheimer & Co., Inc., where he managed the Israel Desk and was responsible
for cross-border equity investments  primarily in Israeli technology  companies.
From 1989 to 1993, he was Vice President of The Castle Group Ltd. in New York, a
venture  capital firm,  where he performed  financial  and  strategic  marketing
analysis for seed capital  investments and equity private placements for hi-tech
companies.  From 1989 to 1990 he also  served as CEO of The  Metropolitan  Media
Group, a Los Angeles-based  start-up company. He has a Master's Degree from Yale
University's  School of Management  and a B.A. in Economics,  with Honors,  from
Yeshiva University.

      MARK S. HAUSER,  42, is a founder and Managing Director of Tamarix Capital
Corporation,  a New York-based  merchant and investment banking firm which is an
affiliate of the Investor.  Since March 1998,  Mr. Hauser has been the President
and Chief  Executive  Officer of Trident Rowan Group, a public holding  company.
Since  March  8,  1999,  he has  been  the  Executive  Chairman  of  Moto  Guzzi
Corporation,  an Italian  manufacturer of luxury  motorcycles.  Between 1986 and
1990,  Mr.  Hauser  was  Managing  Director  of Ocean  Capital  Corporation,  an
international  investment  banking firm. In 1991,  Mr.  Hauser  founded  Hauser,
Richards & Company, also an international  investment banking firm. He currently
serves as a director of Integrated Technologies of Israel, Ltd., a joint venture
of an investment  group and Israel  Aircraft  Industries,  and of  International
Language Communications, Inc., a multilingual communications services company.


      Directors  are  elected  to  serve  until  the  next  annual   meeting  of
stockholders  and until their  successors  have been elected and have qualified.
Officers serve at the discretion of the Board of Directors.

      The Board of  Directors  took no  actions  during  the  fiscal  year ended
December 31, 1999. The Board does not have any committees.

      Section  16(a)  of the  Securities  Exchange  Act  of  1934  requires  the
Company's  executive  officers,  directors and persons who beneficially own more
than 10% of a registered class of the Company's  equity  securities to file with
the Securities and Exchange  Commission initial reports of ownership and reports
of changes in ownership of equity  securities  of the Company.  Such persons are
required by  Commission  regulations  to furnish the Company  with copies of all
Section 16(a) forms they filed.

      To the Company's  knowledge,  no Initial Statement of Beneficial Ownership
of Securities on Form 3, or Statement of Changes in Beneficial Ownership on Form
4 or Annual  Statement of Changes in  Beneficial  Ownership on Form 5 were filed
with the Commission or furnished to the Company.

ITEM 10.          EXECUTIVE COMPENSATION

      The following table presents  certain specific  information  regarding the
compensation of the President and the Chairman of the Company:


                           SUMMARY COMPENSATION TABLE

<TABLE>

                                      Annual Compensation       Long-Term Compensation

                                                                      Securities
                                                                      Underlying
                                   Fiscal            Bonus        Stock      All other
   Name and Principal Position      Year  Salary ($)   ($)     Options (#)  Compensation
   ---- --- --------- --------      ----  ------ ---   ---     ------- ---  ------------

<S>                                 <C>      <C> <C>   <C>        <C>          <C>
Ron Fussman, President and          1999     --  --    --          --          --
Secretary                           1998     --  --    --          --          --
                                    1997     --  --    --          --          --

Avrum Savran, Chairman of the       1999     --  --    --          --          --
Board and Treasurer                 1998     --  --    --          --          --
                                    1997     --  --    --          --          --
</TABLE>

      Neither of Messrs.  Fussman or Savran have received any compensation for
services rendered in their capacities as officers or directors of the Company.

      In connection with the investment by the Investor in the Company,  each of
the directors of the Company were granted 62,053 shares of Common Stock.

ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

            The  following  table sets  forth the  beneficial  ownership  of the
Company's Common Stock on June 15, 2000 by persons who either (i) are beneficial
owners of 5% of the Company's Common Stock of the 5,154,553 shares  outstanding,
or (ii) are  directors  or officers of the Company.  Except as otherwise  noted,
each person has sole voting power and sole investment  power with respect to the
number of shares beneficially owned.


<TABLE>
<CAPTION>
Name and Address of                          Beneficial Ownership of
Beneficial Owner                             Common Stock                 Percent of Class
--------------------------------------       -------------------------    ----------------


<S>                                          <C>                             <C>
Ron Fussman                                  3,063,153(1)(2)(3)              59.43%
c/o Hidenet Secure Architectures Ltd.
103 Medinat Hayehudim Street
P.O.B. 837
Herzliya, Israel 46733

Avrum Savran                                    62,053(3)                      *
2 Habroshim Street
Ramat Efal
Tel Aviv 52960
Israel

Mark S. Hauser                                  62,053(4)                      *
c/o Hidenet Secure Architectures Ltd.
103 Medinat Hayehudim Street
P.O.B. 837
Herzliya, Israel 46733

Robert Friedman                                266,741(5)                     5.17%
c/o Hidenet Secure Architectures Ltd.
103 Medinat Hayehudim Street
P.O.B. 837
Herzliya, Israel 46733

Uriel Ginsberg                               3,062,053(1)(3)                 59.40%
c/o Hidenet Secure Architectures Ltd.
103 Medinat Hayehudim Street
P.O.B. 837
Herzliya, Israel 46733

IBDH, LLC                                                                    58.20%
c/o Hidenet Secure Architectures Ltd.
103 Medinat Hayehudim Street
P.O.B. 837
Herzliya, Israel 46733                       3,000,000

All  officers  and  directors as a group     3,516,053                       68.21%
(5 persons)
</TABLE>


* Less than 2%.

     (1)  Includes  3,000,000  shares owned by IBDH,  LLC, which is owned 80% by
          Mr. Fussman and 20% by Mr. Uriel Ginsburg. Mr. Fussman has sole voting
          power of said shares.

     (2)  Includes 1,100 shares owned by Universal  Eagle Ltd., a firm under the
          control of Mr.  Fussman by virtue of the fact that he is  President of
          such  firm.  Accordingly,  Mr.  Fussman  may be  considered  to be the
          beneficial owner of such shares.

     (3)  Includes  62,053  shares  granted  to  each  of the  directors  of the
          Company.

     (4)  The shares were  transferred  by the Investor,  which was granted said
          shares in connection with its investment in NPI.

     (5)  Pursuant to the Employment Agreement with Mr. Friedman, the Company is
          obligated to issue an additional  614,065  shares pro ratably over the
          next three years. See the Employment  Agreement between Hidenet Secure
          Architectures Ltd. and Mr. Friedman.


ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      For the past two years,  there have not been any transactions  between the
Company and any director, executive officer, 5% security holder or any member of
the immediate family of any of the  aforementioned  which exceeded $60,000 other
than as may be indicated in this Form 10-KSB and the  financial  statements  and
footnotes  thereto  which  are a  part  hereof.  See  "Item  I,  Description  of
Business."

ITEM 13.    EXHIBITS, LIST AND REPORTS ON FORM 8-K

            (a)   Exhibits

3.1     Articles of Incorporation of American Acquisition  Corporation (filed as
        Exhibit 3.1 to the  Company's  Registration  Statement on Form S-18 (No.
        33-36670) filed on August 30, 1990 and incorporated herein by reference)

3.2     Bylaws of American Acquisition  Corporation (filed as Exhibit 3.2 to the
        Company's  Registration  Statement  on Form  S-18 (No.  33-36670)  filed
        August 30, 1990 and incorporated herein by reference)

3.3     Certificate of Amendment to the Certificate of Incorporation of American
        Acquisition Corporation filed February 27, 1996

3.4     Certificate of Amendment to the  Certificate of  Incorporation  of Savin
        Electronics Ltd. filed March 18, 1996

3.5     Certificate of Amendment to the  Certificate of  Incorporation  of Savin
        Electronics  Inc. (filed as Exhibit 3.1 to the Company's  Current Report
        on Form 8-K dated June 29, 1999)

4.1     Articles of  Incorporation  of  American  Acquisition  Corporation  (See
        Exhibit 3.1 above)

4.2     Certificate  of  Amendment  to  Certificate  of  Incorporation  of Savin
        Electronics Ltd. filed March 18, 1996 (See Exhibit 3.4 above)

4.3     Common Stock Purchase  Warrant between the Company and Royce  Investment
        Group.

4.4     Assignment of the Common Stock Purchase  Warrant between the Company and
        Royce Investment Group to Ron Fussman.

10.1    Agreement  dated June 11, 1999 between  Savin  Electronics  Inc.,  Uriel
        Ginsberg,  Jonathan  Levin,  John  Federman and Royce  Investment  Group
        (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated
        June 11, 1999)

10.2    Assignment  Agreement dated as of June 11, 1999 by Uriel Ginsberg to and
        in  favor  of Savin  Electronics  Inc.  (filed  as  Exhibit  10.2 to the
        Company's Current Report on Form 8-K dated June 11, 1999)

10.3    Assignment  Agreement dated as of June 11, 1999 by Jonathan Levin to and
        in  favor  of Savin  Electronics  Inc.  (filed  as  Exhibit  10.3 to the
        Company's Current Report on Form 8-K dated June 11, 1999)

10.4    Assignment  Agreement  dated as of June 11, 1999 by John Federman to and
        in  favor  of Savin  Electronics  Inc.  (filed  as  Exhibit  10.4 to the
        Company's Current Report on Form 8-K dated June 11, 1999)

10.5    Stock and Option Purchase Agreement entered into as of April 13, 2000 by
        and between Hidenet Secure Architectures, Inc., NetworkPrivacy.Com, Inc.
        and NP  Partners,  LLC (filed as Exhibit 10.1 to the  Company's  Current
        Report on Form 8-K dated April 14, 2000)

10.6    Stock Option Agreement dated as of April 13, 2000 by and between Hidenet
        Secure Architectures, Inc. and NP Partners LLC (filed as Exhibit 10.2 to
        the Company's Current Report on Form 8-K dated April 14, 2000)

10.7    Investors  Rights  Agreement  entered  into as of April 13,  2000 by and
        among Hidenet Secure  Architectures,  Inc., Network  Privacy.Com,  Inc.,
        IBDH LLC and NP  Partners  LLC (filed as Exhibit  10.3 to the  Company's
        Current Report on Form 8-K dated April 14, 2000)

10.8    Amendment to Stock and Option  Purchase  Agreement as of May 19, 2000 by
        and among Hidenet Secure Architectures, Inc., NetworkPrivacy.Com,  Inc.,
        and NP Partners, LLC. *

10.9    Employment  Agreement  dated  as of  December  1999  by  Hidenet  Secure
        Architectures Ltd. and Robert Friedman *

10.10   Transfer and  Assignment  Agreement as of April 1, 2000 between  Hidenet
        Secure Architectures Ltd. and NetworkPrivacy.Com, Inc. *

21.     Subsidiaries of the Company*

---------------
* Filed herewith

(b)   Reports on Form 8-K

      No Current  Reports on Form 8-K were filed during the fiscal quarter ended
      December 31, 1999.




<PAGE>



                                   SIGNATURES


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

                              HIDENET SECURE ARCHITECTURES, INC.
                              (formerly known as Savin Electronics Inc.)
                               -------- ----- -- ----- ----------- ---


                                By /s/Ron Fussman
                                    Ron Fussman, President

Date: July 7, 2000



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 and on the
dates indicated.



/s/ Ron Fussman          President, Secretary and a Director         Dated:
--------------------                                              July 7, 2000
Ron Fussman

/s/ Avrum Savran         Chairman of the Board of Directors          Dated:
--------------------     and Treasurer                            July 7, 2000
Avrum Savran


/s/ Uriel Ginsberg       Director                                    Dated:
--------------------                                              July 7, 2000
Uriel Ginsberg






<PAGE>

                                  Exhibit Index

Exhibit     Description of Exhibit

3.1     Articles of Incorporation of American Acquisition  Corporation (filed as
        Exhibit 3.1 to the  Company's  Registration  Statement on Form S-18 (No.
        33-36670) filed on August 30, 1990 and incorporated herein by reference)

3.2     Bylaws of American Acquisition  Corporation (filed as Exhibit 3.2 to the
        Company's  Registration  Statement  on Form  S-18 (No.  33-36670)  filed
        August 30, 1990 and incorporated herein by reference)

3.3     Certificate of Amendment to the Certificate of Incorporation of American
        Acquisition Corporation filed February 27, 1996

3.4     Certificate of Amendment to the  Certificate of  Incorporation  of Savin
        Electronics Ltd. filed March 18, 1996

3.5     Certificate of Amendment to the  Certificate of  Incorporation  of Savin
        Electronics  Inc. (filed as Exhibit 3.1 to the Company's  Current Report
        on Form 8-K dated June 29, 1999)

4.1     Articles of  Incorporation  of  American  Acquisition  Corporation  (See
        Exhibit 3.1 above)

4.2     Certificate  of  Amendment  to  Certificate  of  Incorporation  of Savin
        Electronics Ltd. filed March 18, 1996 (See Exhibit 3.4 above)

4.3     Common Stock Purchase  Warrant between the Company and Royce  Investment
        Group.

4.4     Assignment of the Common Stock Purchase  Warrant between the Company and
        Royce Investment Group to Ron Fussman.

10.1    Agreement  dated June 11, 1999 between  Savin  Electronics  Inc.,  Uriel
        Ginsberg,  Jonathan  Levin,  John  Federman and Royce  Investment  Group
        (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated
        June 11, 1999)

10.2    Assignment  Agreement dated as of June 11, 1999 by Uriel Ginsberg to and
        in  favor  of Savin  Electronics  Inc.  (filed  as  Exhibit  10.2 to the
        Company's Current Report on Form 8-K dated June 11, 1999)

10.3    Assignment  Agreement dated as of June 11, 1999 by Jonathan Levin to and
        in  favor  of Savin  Electronics  Inc.  (filed  as  Exhibit  10.3 to the
        Company's Current Report on Form 8-K dated June 11, 1999)

10.4    Assignment  Agreement  dated as of June 11, 1999 by John Federman to and
        in  favor  of Savin  Electronics  Inc.  (filed  as  Exhibit  10.4 to the
        Company's Current Report on Form 8-K dated June 11, 1999)

10.5    Stock and Option Purchase Agreement entered into as of April 13, 2000 by
        and between Hidenet Secure Architectures, Inc., NetworkPrivacy.Com, Inc.
        and NP  Partners,  LLC (filed as Exhibit 10.1 to the  Company's  Current
        Report on Form 8-K dated April 14, 2000)

10.6    Stock Option Agreement dated as of April 13, 2000 by and between Hidenet
        Secure Architectures, Inc. and NP Partners LLC (filed as Exhibit 10.2 to
        the Company's Current Report on Form 8-K dated April 14, 2000)

10.7    Investors  Rights  Agreement  entered  into as of April 13,  2000 by and
        among Hidenet Secure  Architectures,  Inc., Network  Privacy.Com,  Inc.,
        IBDH LLC and NP Partners  LLC.  (filed as Exhibit 10.3 to the  Company's
        Current Report on Form 8-K dated April 14, 2000)

10.8    Amendment to Stock and Option  Purchase  Agreement as of May 19, 2000 by
        and among Hidenet Secure Architectures, Inc., NetworkPrivacy.Com,  Inc.,
        and NP Partners, LLC.

10.9    Employment  Agreement  dated  as of  December  1999  by  Hidenet  Secure
        Architectures Ltd. and Robert Friedman.

10.10   Transfer and  Assignment  Agreement as of April 1, 2000 between  Hidenet
        Secure Architectures Ltd. and NetworkPrivacy.Com, Inc.

21      Subsidiaries of the Company