<PAGE>



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 20-F

(Mark One)

     [ ]      REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
              SECURITIES EXCHANGE ACT OF 1934

                                       OR

     [X]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
               EXCHANGE ACT OF 1934
               FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                       OR

     [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES ACT OF 1934
              FOR SUCH TRANSITION PERIOD FROM _______ TO _______

                       Commission file number: 000-29736

                                A.C.L.N. LIMITED

             (Exact name of Registrant as specified in its charter)

                                     CYPRUS

                 (Jurisdiction of incorporation or organization)

                              MECHELSE STEENWEG 166
                             B-2018 ANTWERP, BELGIUM

                    (Address of principal executive offices)

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

  Title of each class        Name of each exchange on which registered
          None                             Not Applicable

Securities registered or to be registered pursuant to Section 12(g) of the Act.

                  Ordinary Shares, par value CYP .01 per share

                                (Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.

                                      None

                                (Title of Class)

Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report:

             14,124,309 Ordinary Shares, par value CYP .01 per share

                               (Number of shares)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such report) and (2) has been subject to such filing
requirements for the past 90 days.

                                                Yes [X]       No [ ]

Indicate by check mark which financial statement item the registrant has elected
to follow:

                                                Item 17 [ ]    Item 18 [X]

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST
 FIVE YEARS)

Indicate by check mark whether the registrant 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 the court.

                                                    Yes [ ]       No [ ]



<PAGE>


<TABLE>
<CAPTION>
                                                                                                                 Page
<S>                                                                                                              <C>
PART I............................................................................................................1

       ITEM 1.    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS...........................................1
       ITEM 2.    OFFER STATISTICS AND EXPECTED TIMETABLE.........................................................1
       ITEM 3.    KEY INFORMATION.................................................................................1
           A.     Selected Financial Data.........................................................................1
           B.     Capitalization and Indebtedness.................................................................2
           C.     Reasons for Offer and Use of Proceeds...........................................................2
           D.     Risk Factors....................................................................................2
       ITEM 4.    INFORMATION ON THE COMPANY......................................................................7
           A.     History and Development of our Company..........................................................7
           B.     Business Overview...............................................................................7
           C.     Organizational Structure.......................................................................12
           D.     Property, Plants and Equipment.................................................................12
       ITEM 5.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS...................................................13
           A.     Operating Results..............................................................................13
           B.     Liquidity and Capital Resources................................................................15
           C.     Research and Development, Patents and Licenses, Etc............................................16
           D.     Trend Information..............................................................................16
       ITEM 6.    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.....................................................16
           A.     Directors and Senior Management................................................................16
           B.     Compensation...................................................................................18
           C.     Board Practices................................................................................19
           D.     Employees......................................................................................20
           E      Share Ownership................................................................................20
       ITEM 7.    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS..............................................21
           A.     Major Shareholders.............................................................................21
           B.     Related Party Transactions.....................................................................22
           C.     Interests of Experts and Counsel...............................................................22
       ITEM 8.    FINANCIAL INFORMATION..........................................................................22
           A.     Consolidated Statements and Other Financial Information........................................22
           B.     Significant Changes............................................................................22
       ITEM 9.    THE OFFER AND LISTING..........................................................................23
           A.     Offer and Listing Details......................................................................23
           B.     Plan of Distribution...........................................................................24
           C.     Markets........................................................................................24
           D.     Selling Shareholders...........................................................................24
           E.     Dilution.......................................................................................24
           F.     Expenses of the Issue..........................................................................24
       ITEM 10.   ADDITIONAL INFORMATION.........................................................................24
           A.     Share Capital..................................................................................24
           B.     Memorandum and Articles of Association.........................................................24
           C.     Material Contracts.............................................................................24
           D.     Exchange Controls..............................................................................24
           E.     Taxation.......................................................................................25
           F.     Dividends and Paying Agents....................................................................25
           G.     Statement by Experts...........................................................................25
           H.     Documents on Display...........................................................................25
           I.     Subsidiary Information.........................................................................25
       ITEM 11.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.....................................25
       ITEM 12.   DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.........................................25


                                       i
<PAGE>

PART II..........................................................................................................26

       ITEM 13.   DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES................................................26
       ITEM 14.   MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITIES HOLDERS AND USE OF PROCEEDS.................26
       ITEM 15.   [RESERVED].....................................................................................26
       ITEM 16.   [RESERVED].....................................................................................26

PART III.........................................................................................................27

       ITEM 18.   FINANCIAL STATEMENTS...........................................................................F-1
       ITEM 19.   EXHIBITS.......................................................................................28
</TABLE>



                                       ii
<PAGE>


PART I

ITEM 1   IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

         Not applicable.

ITEM 2   OFFER STATISTICS AND EXPECTED TIMETABLE

         Not applicable.

ITEM 3   KEY INFORMATION

         In addition to historical information, this annual report includes
forward-looking statements. These statements relate to our future prospects,
developments and business strategies and are based on analyses of forecasts of
future results and estimates of amounts not yet determinable. These
forward-looking statements are made only as of the date of this annual report,
and we do not undertake to publicly update or revise these statements, whether
as a result of new information, future events or otherwise.

         These forward-looking statements are identified by their use of terms
and phrases "anticipate," "believe," "could," "estimate," "expect," "intend,"
"may," "plan," "predict," "project," "will" and similar terms and phrases,
including references to assumptions. Most of these statements are contained in
sections entitled Item 3.D "Risk Factors," Item 3. A. "Selected Financial Data,"
Item 4. B. "Business Overview," and Item 5. "Operating and Financial Review and
Prospects" and other sections of this annual report.

         These forward-looking statements involve risks, uncertainties and other
factors that may cause our actual future results, performance and achievements
to be materially different from those suggested or described in this annual
report. Many of the factors that will determine these results, performance and
achievements are beyond our control. These factors, among others, include:

         o        the instability of the economies and governments of foreign
                  countries in which our markets are located,

         o        availability of vessels for transportation to our markets,

         o        risks relating to owning and operating vessels, and

         o        dependency upon key personnel.

         The risks described above and in the other sections of this annual
report are not exhaustive. We operate in competitive environments. New risks,
uncertainties and other factors emerge from time to time and it is not possible
for us to predict all risks applicable to our business, nor can we assess the
impact of all these risks on our business or the extent to which any risk, or
combination of risks, may cause actual results to differ materially from those
contained in any forward-looking statements as a prediction or guarantee of
actual results.

         A.       SELECTED FINANCIAL DATA

         The financial information set forth below for the years ended December
31, 1996, 1997, 1998, 1999 and 2000 has been derived from our financial
statements, which have been audited by BDO International, independent auditors.
Our consolidated financial statements for the years ended December 31, 1998,
1999 and 2000 are included in Item 18 below.


                                       1
<PAGE>


<TABLE>
<CAPTION>
                                                                    YEAR ENDED DECEMBER 31,
                                              --------------------------------------------------------------------
                                                                         (IN THOUSANDS)
                                                   1996          1997          1998          1999          2000
                                                   ----          ----          ----          ----          ----
                                                     USD          USD           USD           USD            USD

<S>                                                <C>           <C>           <C>           <C>           <C>
Sales....................................          36,124        52,903        81,882        97,538        168,149
Cost of sales............................          27,166        39,835        59,698        69,325        119,241
Gross profit.............................           8,958        13,068        22,184        28,213         48,908
Selling, general and administrative......           1,499         2,105         4,007         4,685          5,228
Income from operations...................           7,459        10,963        18,177        23,528         43,680

Other income (expense)
  Interest income........................              --             2           100            46          1,115
  Interest expense.......................            (50)             0             0            --             --
                                                   ------        ------        ------        ------        -------
  Total..................................            (50)             2           100            46          1,115
                                                   ------        ------        ------        ------        -------
Income before taxes......................           7,409        10,965        18,277        23,574         44,795
Income taxes.............................             344           498           862         1,362          2,370
                                                   ------        ------        ------        ------        -------
  Net income.............................           7,065        10,467        17,415        22,212         42,425
                                                   ======        ======        ======        ======        =======
Net income per share:
Basic....................................            0.65          0.96          1.47          1.70           3.03
Diluted..................................            0.65          0.96          1.46          1.68           2.91

Weighted average number of shares outstanding:
Basic....................................          10,938        10,938        11,875        13,059         13,989
Diluted..................................          10,938        10,938        11,898        13,259         14,585
</TABLE>

         B.       CAPITALIZATION AND INDEBTEDNESS

          Not applicable.

         C.       REASONS FOR OFFER AND USE OF PROCEEDS

         Not applicable.

         D.       RISK FACTORS

         WE MAY LOSE SIGNIFICANT PORTIONS OF OUR BUSINESS IF THERE IS POLITICAL
INSTABILITY IN THE COUNTRIES TO WHICH WE SHIP CARS AND LIGHT TRUCKS.

         The ports of destination of the vessels chartered by us have been
located in the Middle East and North and West Africa. These regions have had
recent histories of political instability. For example, from 1991 through 1993,
there existed a state of political instability and war in the Persian Gulf
region which materially impaired our results of operations. Our operations in
these regions and our ability to utilize the ports in the countries of these
regions are affected by the political, economic, and military conditions in
these countries and in regions adjacent or proximate to them. As a result of
political instability at any of the ports of destination or other regions, we
may be restricted or prohibited from utilizing some of these ports, which may
have a material adverse effect on our business. In this event, our financial
condition, including our working capital, could be materially adversely
affected. While we


                                       2
<PAGE>

continue to monitor the political stability of the countries in which our ports
of destination are located, we cannot assure you that our efforts in this regard
will be beneficial to us or prevent us from suffering any of the above
consequences.

         WE MAY LOSE SIGNIFICANT PORTIONS OF OUR BUSINESS IF THE COUNTRIES TO
WHICH WE SHIP CARS AND LIGHT TRUCKS DEVELOP AN ALTERNATIVE SUPPLY SOURCE OR
START MANUFACTURING CARS AND LIGHT TRUCKS.

         Our logistics business provides for the transportation of cars and
light trucks to purchasers living in North and West Africa and in the Middle
East, where the local supply of vehicles is insufficient to meet demand. In the
event that a sufficient supply of vehicles develops in any of the markets served
by us, or which may be served in the future, demand for our services in these
markets may decrease substantially, which could have a material adverse affect
on our business, prospects, financial condition, and results of operations.

         IF THE PRICES OF CARS AND LIGHT TRUCKS IN EUROPE AND THE UNITED STATES
RISE, OR IF THE SUPPLY OF CARS AND LIGHT TRUCKS DECREASES, IT WILL BE LESS
ATTRACTIVE FOR OUR CUSTOMERS TO USE OUR SERVICES RESULTING IN REDUCED REVENUES
AND LOSS OF MARKET SHARE.

         Our business is dependent upon the relatively inexpensive prices of
cars and light trucks in Europe and the United States and the continued supply
and availability of such vehicles in those areas. We cannot assure you that the
prices of vehicles in Europe will not increase substantially in the future or
that the supply of such vehicles in Europe will not decrease substantially in
the future. If cars and light trucks become more expensive in Europe or if the
supply of these vehicles decreases, our business, revenues and market shares
will suffer.

         WE ARE DEPENDENT ON THE ECONOMIES OF THE COUNTRIES WHERE WE HAVE PORTS
OF DESTINATION AND IF THOSE ECONOMIES ARE SLOWING DOWN, OUR BUSINESS WILL SUFFER
AND OUR REVENUES MAY DECREASE SIGNIFICANTLY.

         The industry in which we conduct our operations has historically been
affected by general economic downturns and currency fluctuations in the
countries of the ports of destination we serve. During the year ended December
31, 2000, our principal ports of destination were located in the countries of
Benin, Tunisia, Libya, Ghana, Ivory Coast, Nigeria, Guinea, Angola, Egypt, Togo,
The Gambia, Mauritania and Cameroon. While none of these countries experienced
any trends which had an adverse effect on our business, prospects, financial
condition, and results of operations during the year ended December 31, 2000, we
cannot assure you that any country served by us will not experience these or
similar trends in the future.

         WE CONTINUE TO RELY ON SPECIALIZED VESSELS FOR CHARTER FOR A PORTION OF
OUR BUSINESS. ANY SIGNIFICANT REDUCTION IN CAPACITY ON CHARTERED VESSELS MAY
INCREASE THE PRICE OF THOSE CHARTERS AND OUR OPERATING COSTS.

         Prior to May 2000, we did not own any vessels, and prior to 1999, we
had not entered into a long-term agreement for space on vessels. We expect that
we will continue to use charter vessels on a voyage-by-voyage basis without the
benefit of long-term agreements for a substantial portion of our business. The
specialized vessels chartered by us are generally utilized to transport new
vehicles from southern Europe to northern Europe prior to our charter of these
vessels. We take advantage of the excess capacity these vessels have on their
return trips. In the event that demand in Northern Europe for vehicles
manufactured in southern Europe decreases or if they are transported by
alternative means, the availability of specialized car transport vessels could
be reduced and we would be required to seek alternative sources of cargo space
at costs which may be substantially greater than those currently paid by us
resulting in higher operating costs.

         OWNERSHIP AND OPERATION OF OUR OCEAN-GOING VESSEL, THE SEA ATEF, EXPOSE
US TO A NUMBER OF RISKS WHICH COULD LEAD TO A LOSS IN REVENUES, INCREASED COSTS
AND LOSS OF OPERATION.

         The operation of any ocean-going vessel carries an inherent risk,
without regard to fault, of catastrophic marine disaster, mechanical failure,
collision and property losses to the vessel. Also, our business could be
affected by the risk of environmental accidents, the risk of cargo loss or
damage, the risk of business interruption because of


                                       3
<PAGE>

political action in foreign countries, labor strikes and adverse weather
conditions, all of which could result in loss of revenues, increased costs or
loss of reputation.

         We maintain, and intend to continue to maintain, insurance consistent
with industry standards against these risks. However, we cannot assure you that
all risks will be adequately insured against, that any particular claim will be
paid out of our insurance or that we will be able to procure adequate insurance
coverage at commercially reasonable rates in the future. More stringent
environmental and other regulations may result in increased costs for, or the
lack of availability of, insurance against the risks of environmental damage,
pollution, damages asserted against us or the loss of income resulting from a
vessel being removed from operations. Moreover, even if insurance proceeds are
paid to us to cover the financial losses incurred following the occurrence of
one of these events, we cannot assure you that they will not materially
adversely affect our business reputation. This could, in turn, have a material
adverse effect on our business and results of operations.

         The operations of our vessel will also be affected by changing
environmental protection and other laws and regulations, compliance with which
could entail significant expenses, including potential ship modifications and
changes in operating procedures.

         WE CANNOT PREDICT THE SUCCESS OF OUR WHOLESALE AUTOMOBILE BUSINESS
BECAUSE WE HAVE ENGAGED IN THIS BUSINESS ONLY VERY RECENTLY.

         The viability and success of our new wholesale automobile business is
subject to the risks inherent in any new business venture. We have expanded our
operations to include this new line of business only in the first quarter of
2000, and as a result, we have very little historical financial and operating
data on which to build this business. We cannot assure you that we will be able
to develop a sustainable wholesale automobile business in the near future, or at
all, or that this line of business will ultimately become successful and
profitable. If our wholesale automobile business fails, our business prospects
and operating results, including the anticipated increase in the revenue from
our logistics business resulting from an established wholesale automobile
business, may be materially adversely affected.

         OUR OPERATING RESULTS MAY FLUCTUATE FROM PERIOD TO PERIOD, AND
THEREFORE, OUR HISTORICAL PERFORMANCE MAY NOT BE INDICATIVE OF OUR OPERATING
RESULTS.

         Our business is a function of the purchasing patterns of our clients.
Accordingly, our results of operations are subject to variations in any given
year and from quarter to quarter. Such fluctuations may be the result of
changing comparative economic conditions, the global economy, the approval of
trade or other treaties, or other factors, some or all of which may be beyond
our control. See Item 5. "Operating and Financial Review and Prospects."

         OUR INABILITY TO FULLY COMPLY WITH VARIOUS GOVERNMENTAL REGULATIONS
APPLICABLE TO OUR BUSINESS MAY ADVERSELY AFFECT US.

         The operation of vessels in international waters is subject to
regulation by a variety of national and international organizations, laws and
conventions. We are required to conduct our operations in conformity with all
applicable laws and regulations. While we believe that we currently conduct our
operations in conformity with all applicable laws and regulations, failure to
comply with such applicable laws and regulations could subject us to civil
remedies, including fines, injunctions, or seizures, as well as potential
criminal sanctions, which could have a material adverse effect on our company.
See Item 4.B "Business Overview--Government Regulation."

         WE FACE COMPETITION FROM A NUMBER OF DIFFERENT COMPANIES OPERATING BY
SEA AND BY LAND AND, IF WE FAIL TO COMPETE EFFECTIVELY, WE WILL LOSE MARKET
SHARE AND REVENUES.

         We compete, and will continue to compete, with numerous shipping
agents, national shipping companies, local and regional companies, as well as
with various land-based transporters of vehicles, many of which have
significantly larger operations and greater resources than we do. We cannot
assure you that we will successfully


                                       4
<PAGE>

compete in any market in which we conduct or may conduct operations and if we
fail to compete effectively we will lose market share and revenues.

         RISKS RELATED TO PAYMENT OF FEES ON A "FREIGHT COLLECT" BASIS COULD
NEGATIVELY AFFECT OUR FINANCIAL CONDITION.

         If we revert to relying on payment of our fees on a "freight collect"
basis, as we did until the first quarter of 2000, we would be required to
utilize an amount of our capital to finance receivables, which could have a
material adverse effect on our financial condition. Such adverse effects on our
financial condition could include unavailability of funds for long periods of
time due to restriction on capital withdrawal from some countries in which we do
business, a negative effect on our working capital requirements, and
significantly reduced earnings per share to our shareholders.

         OUR MANAGEMENT RESOURCES WILL BE STRAINED IF WE GROW OUR BUSINESS AS
ANTICIPATED AND WE WILL NEED TO EXPAND OUR OPERATIONAL SYSTEMS, HIRE ADDITIONAL
PERSONNEL AND RETAIN THEM IN ORDER TO SUCCESSFULLY MANAGE OUR GROWTH PROCESS.

         Our anticipated growth is expected to place a significant strain on our
managerial, operational, and financial resources. To manage this growth, we will
be required to significantly expand our operational and financial systems and
expand, train, and manage our work force. Our ability to attract and retain
skilled personnel is critical to our operations and expansion. We face
competition in this area from many types of businesses, including shipping
lines, freight forwarding companies and other established organizations, many of
which have significantly larger operations and greater financial, marketing,
human, and other resources than we do. We cannot assure you that we will be
successful in attracting and retaining qualified personnel on a timely basis, on
competitive terms, or at all. In the event that we are not successful in
attracting and retaining skilled personnel, our operations may be materially
adversely affected. Further, we anticipate that it will take time to integrate
additional skilled individuals into our operations and to build a cohesive and
efficient workforce.

         WE ARE DEPENDENT ON OUR KEY PERSONNEL.

         We are dependent upon the efforts and abilities of Mr. Joseph J.H.
Bisschops, our chairman and a managing director, and Mr. Aldo Labiad, our
president, chief executive and operating officer and a managing director. Mr.
Bisschops is a substantial shareholder who beneficially owned approximately
49.6% of our outstanding ordinary shares as of December 31, 2000. Mr. Labiad is
employed pursuant to an employment agreement with us, which terminates on
December 31, 2002 and Mr. Bisschops is employed pursuant to an agreement with
us, which terminated on December 31, 2000 and has been renewed for an additional
one-year term. The loss or unavailability of the services of either of Messrs.
Bisschops or Labiad for any significant period of time could have a material
adverse effect on our business prospects. We have obtained, and are the sole
beneficiary of, key-person life insurance in the amount of $1,000,000 on the
lives of each of Mr. Bisschops and Mr. Labiad. We cannot assure you that this
insurance will continue to be available on reasonable terms or at all.

         OUR MAJOR STOCKHOLDER AND MANAGING DIRECTOR OWNS A SIGNIFICANT
PERCENTAGE OF OUR COMPANY, AND WILL BE ABLE TO EXERCISE SIGNIFICANT INFLUENCE
OVER OUR COMPANY.

         Mr. Joseph J.H. Bisshops, our chairman and a managing director,
beneficially owned approximately 49.6% of our outstanding ordinary shares as of
December 31, 2000. Mr. Bisschops has the ability to control the election of our
directors and the outcome of all issues submitted to a vote of our shareholders.
For more details, please see Item 7. "Major Shareholders and Related Party
Transactions."

         IT MAY BE DIFFICULT TO EFFECT SERVICE OF PROCESS AND ENFORCEMENT OF
LEGAL JUDGMENTS UPON OUR COMPANY AND SOME OF OUR OFFICERS AND DIRECTORS WHO
RESIDE OUTSIDE THE UNITED STATES.

         As some of our officers and directors reside outside of the United
States, service of process upon our company and such persons may be difficult to
effect within the United States. Also, all of our assets are located


                                       5
<PAGE>

outside the United States and any judgment obtained in the United States against
us may not be enforceable outside the United States. Our legal counsel in
Cyprus, Economides, Patsalides & Co. Advocates, advised us that there is doubt
as to the enforceability of civil liabilities under the Securities Act of 1933,
as amended, and the Exchange Act of 1934, as amended, in original actions
instituted in Cyprus. Subject to some time limitations, however, Cypriot courts
may enforce United States final executory judgments for liquidated amounts in
civil matters obtained after due trial before a court of competent jurisdiction
- according to the rules of private international law currently prevailing in
Cyprus - which enforces similar Cypriot judgments, provided that, subject to the
discretion of the Cypriot courts and procedural requirements:

         o        due service of process has been effected,

         o        such judgments or their enforcement are not contrary to the
                  law, public policy, security, or sovereignty of Cyprus,

         o        such judgments were not obtained by fraud and do not conflict
                  with any other valid judgment in the same matter between the
                  same parties, and

         o        an action between the same parties in the same matter is not
                  pending in any Cypriot court at the time the lawsuit is
                  instituted in the foreign court.

We have irrevocably appointed Christian Payne, our chief financial officer, as
our agent to receive service of process in any action against us in the United
States relating to federal securities laws matters.

         Foreign judgments enforced by Cypriot courts generally will be payable
in Cypriot currency, and a special permit of the Cypriot Controller of Foreign
Currency will be required to convert the Cypriot currency into U.S. dollars and
to transfer such U.S. dollars out of Cyprus. Judgment creditors must bear the
risk that they will be unable to convert their award into foreign currency that
can be transferred out of Cyprus and the risk of unfavorable exchange rates.

         BECAUSE WE ARE INCORPORATED UNDER THE LAWS OF CYPRUS, IT MAY BE MORE
DIFFICULT FOR OUR SHAREHOLDERS TO PROTECT THEIR RIGHTS THAN IT WOULD BE FOR A
SHAREHOLDER OF A CORPORATION INCORPORATED IN ANOTHER JURISDICTION.

         Our corporate affairs are governed by our Memorandum of Association and
Articles of Association and by the Companies Law of Cyprus. Principles of law
relating to such matters as the validity of corporate procedures, the fiduciary
duties of management and the rights of our shareholders may differ from those
that would apply if we were incorporated in the United States or another
jurisdiction. The rights of shareholders under the Cyprus law may not be as
clearly established as are the rights of shareholders in many other
jurisdictions. Thus, our shareholders may have more difficulty protecting their
interests in the face of actions by our board of directors or our major
shareholders than they would have as shareholders of a corporation incorporated
in another jurisdiction.

          WE DO NOT ANTICIPATE PAYING CASH DIVIDENDS FOR THE FORESEEABLE FUTURE,
AND OUR DIVIDEND POLICY CAN ONLY BE CHANGED IN THE DISCRETION OF OUR BOARD OF
DIRECTORS.

         We have never paid cash dividends on our ordinary shares and do not
anticipate paying cash dividends in the foreseeable future, but rather intend to
retain future earnings, if any, for reinvestment in our business. In addition,
any credit agreements or arrangements into which we may enter with institutional
lenders may contain restrictions on the payment of dividends by us. Any future
determination to pay cash dividends will be at the discretion of the board of
directors and will be dependent on our financial condition, results of
operations, capital requirements, and such other factors as our board of
directors deems relevant. In addition, the declaration of dividends by the board
of directors requires shareholder approval, which may reduce, but not increase,
such dividends from the amount recommended by the board.



                                       6
<PAGE>

         In the event cash dividends are declared in the future, they will
generally be paid in Cyprus pounds (although we believe that the applicable law
permits the payment of such dividends in U.S. dollars), and, in that event, we
cannot assure you that these dividends will be exchangeable for U.S. dollars at
market rates of exchange, or at all. Under current Cyprus regulations, any
dividends or other distributions paid in respect of securities purchased by
non-residents of Cyprus with certain non-Cyprus currencies (including U.S.
dollars) will be freely repatriable in such non-Cyprus currencies at the rate of
exchange prevailing at the time of conversion, provided that Cyprus income tax
has been paid on, or withheld from, such payments. See Item 10. E. "Taxation."
Although no Cyprus income tax is currently applicable to holders of ordinary
shares who are not residents or citizens of Cyprus, there can be no assurance
that such tax or withholding requirements related thereto will not be enacted in
the future.

         OUR STOCK PRICE IS INFLUENCED BY A NUMBER OF FACTORS, ALL OF WHICH
COULD RESULT IN VOLATILITY IN OUR STOCK PRICE.

         The trading price of our ordinary shares could be subject to wide
fluctuations in response to quarter-to-quarter variations in operating results,
announcements of new markets, events affecting the potential stability of the
countries in which our markets are located, changes in earnings estimates by
analysts, or other events or factors. In addition, the stock market has
experienced extreme price and volume fluctuations, which have often been
unrelated to the operating performance of the companies affected by the
fluctuations. Company-specific factors or broad market fluctuations may
materially adversely affect the market price of our ordinary shares.

ITEM 4.  INFORMATION ON THE COMPANY

         A.       HISTORY AND DEVELOPMENT OF OUR COMPANY

         Our legal name is ACLN Limited and our commercial name is ACLN Ltd. We
began operations in 1978, shipping cars from Antwerp, Belgium to Tunisia. We
were incorporated under the laws of Cyprus on February 16, 1993 under the name
Hemswell Holdings Co. Ltd., as a private company limited by shares. Our status
was subsequently changed in June 1998 to that of a public company limited by
shares. We acquired all of the capital stock of C.L.N., S.A.M., a Monaco
corporation, as of January 1, 1995. C.L.N., S.A.M. was incorporated on March 23,
1988 to carry on the operations of Continent Levant Lines, which began
operations in 1978. We changed our name to "C.L.N. Limited" on March 1, 1996,
and subsequently to A.C.L.N. Limited on June 7, 1996. On June 26, 1998, we
consummated the initial public offering of our ordinary shares in the United
States. Our ordinary shares are currently traded on the Nasdaq National Market
under the symbol "ACLNF."

         We have recently added a new wholesale automobile business to our
operations. For more information about this additional line of business, please
see "-Business Overview."

         Our executive offices are located at Mechelse Steenweg 166, B-2018
Antwerp, Belgium, and our telephone number when dialed from the United States is
011-32-3-244-1010. We maintain a website at www.aclnfltd.com. Information
contained in our website does not constitute a part of this annual report. A
description of our principal capital expenditures during our fiscal year 2000
and information concerning the principal capital expenditures currently in
progress and the method of financing is included in Item 5. B. "Liquidity and
Capital Resources."

         B.       BUSINESS OVERVIEW

         INTRODUCTION

         We are an independent logistics provider and wholesale automobile
dealer operating primarily between Europe and North and West Africa. We began
operations in 1978 and we currently operate in the following two business
segments, with individuals and port agents in 15 ports located in 13 countries
in North and West Africa, from four ports in large established markets in
Northern Europe:

         o        door-to-door logistics services for cars and light trucks
                  consisting of the delivery of new and pre-owned cars and light
                  trucks to purchasers, and



                                       7
<PAGE>

         o        wholesale automobile business consisting of the delivery of
                  new cars which we purchased on a bulk-discounted basis,
                  against pre-existing orders, to purchasers.

         We consider our main strengths to be the following:

         o        reputation among former and potential customers - African
                  residents and automobile dealers,

         o        exclusive network of port agents in Africa, and

         o        relationships with dealers in Europe built over 23 years of
                  business activities, to efficiently source, ship and deliver
                  vehicles.

         We believe that we can continue to provide our door-to-door logistics
and new wholesale automobile business to individuals and independent dealers in
Africa and to automobile manufacturers who would benefit from our unique
combination of "turn-key" logistics services to North and West Africa and
wholesale automobile business in African markets where these manufacturers may
not have a presence. We attempt to differentiate ourselves from other logistics
providers in the car and light truck market through our reputation for quality
of service, timely shipments, regular shipping schedules and large number of
ports of destination.

         Our business objective is to become the largest and most profitable
automotive logistics and wholesale automobile business operating between Europe
and Africa. We intend to achieve this goal by utilizing our long-standing
relationships in the automotive and shipping industries to capitalize on what we
believe are underserved markets for cars in North and West Africa. We intend to
become a leading seller of new cars through our new wholesale line of business
in North and West Africa. Furthermore, we intend to market our capabilities to
automobile manufacturers who require logistics services in Africa, a market
where many automobile manufacturers have yet to generate significant sales. In
general, we seek new opportunities for growth and profitability that diversify
our revenue streams, balance sheet and business risks, in addition to further
development of our wholesale business which we started in the first quarter of
2000.

         Our growth and operating strategies are based on the execution of
several initiatives, which include:

         o        COST LEADER POSITIONING - We intend to become the cost leader
                  in the automotive logistics industry in Africa. There are two
                  primary components of our cost of sales to the African market:
                  (1) sea freight, or the cost of chartering vessels which
                  transport vehicles and (2) port agent fees, or the fees paid
                  to port agents and others in destination ports for the
                  discharging, stevedoring and customs management of cars. To
                  date, we have typically outsourced these functions through
                  charter arrangements, port agent relationships and stevedoring
                  contracts. However, we intend to implement a vertical
                  integration strategy through which we will integrate some of
                  our key costs of sales. In doing so, we believe that we can
                  improve profitability, maintain a cost leader position in the
                  African markets we serve and improve the overall quality of
                  our service.

         o        INDEPENDENT WHOLESALE AUTOMOBILE BUSINESS - We intend to
                  establish ourselves as the leading independent car dealer in
                  Africa. In doing so, we hope to (1) increase our wholesale
                  automobile business profits and shipping revenue and (2)
                  become the leading independent new automobile dealer with
                  "turn-key" network and shipping to over 15 countries in North
                  and West Africa. We believe that this turn-key solution,
                  combined with our cost-leader position in automotive logistics
                  to North and West Africa, will allow us to compete effectively
                  for new car logistics contracts with car manufacturers.

         o        REPLICATE OUR MODEL ELSEWHERE - We believe that there are
                  opportunities globally to replicate our business model of
                  facilitating the transportation and trading of vehicles from
                  developed to developing countries. Consumers in developed
                  nations are replacing cars after increasingly shorter
                  ownership periods, while, in developing nations, demand has
                  increased for certain models and makes supported by dealer
                  networks and replacement part inventory infrastructures. We
                  intend to explore potential joint ventures, acquisitions or
                  other business arrangements aimed at replicating our business
                  model in additional markets. We presently have no definitive
                  agreements, arrangements or understandings with respect to any
                  potential acquisition, joint venture or other business
                  arrangement. We cannot assure

                                       8
<PAGE>

                  you that any acquisition, joint venture or other business
                  arrangement considered by us will be consummated, completed or
                  profitable.

         o        NEW CAR LOGISTICS BUSINESS - We intend to grow our new
                  wholesale automobile business by utilizing our logistics
                  capabilities and expertise in the North and West African
                  markets we presently serve. In 2000, according to European
                  Auto News, people in the countries served by us purchased
                  approximately 215,250 new cars. We believe, based on our
                  observations of the demand for used cars in our served
                  markets, that a significant demand exists for new cars, but
                  that limited distribution opportunities exist among certain
                  car manufacturers in Africa. By combining turn-key logistics
                  services delivered into Africa with our expertise in the car
                  market in Africa, we believe that we can continue to
                  successfully enter the new car logistics business.

         OUR MARKETS

         We believe that Africa and other developing countries remain attractive
and underserved markets for new and pre-owned cars, and that there is a large
and increasing demand for full-service car logistics providers in these markets.
The availability of cars is limited in North and West Africa due to the lack of
significant car manufacturing and import restrictions, and other factors.
According to "Automotive News Europe," car production in Africa represented only
1.6% of total global car production in 1999, the last year for which reliable
data is available, and the number of new cars shipped into the markets we serve
was approximately 154,000. We estimate that the size of the used car market in
North and West Africa is between six to eight times the size of the new car
market in terms of the number of cars imported. Purchasers of cars in these
regions often fly to Northern Europe, principally Brussels, Amsterdam and
Hamburg, to purchase vehicles at large established markets for cars and light
trucks located there. These markets have developed over approximately three
decades due to their proximity to shipping lanes and the availability of popular
makes and models of personal vehicles.

         We believe that several long-term economic and social trends in Africa
have contributed to past economic growth and the resulting growth in demand for
consumer durable goods, including automobiles. Many of these trends combine to
enhance the attractiveness of these markets to us, including:

         o        rising per capita GDP,

         o        low passenger car penetration rates,

         o        increasing participation in the global economy,

         o        reduced tariffs and import restrictions, and

         o        increasing investment in transportation infrastructure.

         Since 1995, the median African economy has grown at approximately 4%
per year, the best sustained performance since independence of certain countries
in North and West Africa. Furthermore, markets have been opened, currencies
realigned, tariffs reduced and price controls abolished.

         OUR LOGISTICS SERVICES

         For all vehicles shipped through our services, we or the dealer arrange
for the transport of the vehicle to the port of embarkation and we arrange for
the processing and required customs clearance and issue a bill of lading to the
customer. The issued bill of lading evidences acceptance of the vehicle by us
and is accompanied by an invoice documenting the shipping fee. The customer pays
us in advance for the shipping and related services to be provided. Stevedores
contracted by our shipping agents load the vehicles onto a vessel, which we have
chartered for transport to its ports of destination. We are billed for the
chartered cargo space and processing costs at the time these services are
rendered to us by third parties. Agents engaged by us process the vehicles at
the ports of destination before they are picked up by their individual
purchasers. We charter vessels only to the extent to which we have vehicles for
transport. In addition, in 2000 we purchased a car carrier vessel called the Sea
Atef, which has a 2,850 car capacity. We utilize the Sea Atef to transport
vehicles and we plan to build or acquire two additional


                                       9
<PAGE>

vessels to be used for similar purposes. For more information, please see Item
5. B. "Liquidity and Capital Requirements-Capital Requirements."

         As of April 2001, our ports of origination are:

         o        Antwerp in Belgium
         o        Amsterdam in The Netherlands
         o        Hamburg and Bremerhaven in Germany

         Also as of April 2001, our ports of destination and percentage of
revenue from each of them for the periods indicated below are as set forth
below. While we believe that the only anticipated business trend is the
increased demand for our services in the West African markets, we cannot predict
the future relative changes in revenue percentages in all of our markets.

<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31,
                                                   -------------------------------------------------------
                                                        1998                1999               2000
                                                   ---------------     ---------------    ----------------
                                                        (%)                 (%)                 (%)
<S>                                                <C>                 <C>                      <C>
         Tripoli and Banghazi, Libya...........         --                  --                  11
         Alexandria, Egypt.....................          15                   7                  0
         Tunis and Zarzis, Tunisia.............          37                  50                 35
         Banjul, The Gambia....................         --                  --                   1
         Conakry, Guinea.......................          18                   7                  2
         Abidjan, Ivory Coast..................         --                   10                  4
         Tema, Ghana...........................         --                  --                   4
         Lome, Togo............................         --                  --                   1
         Cotonou, Benin........................         --                    6                 35
         Lagos, Nigeria........................          15                  10                  2
         Douala, Cameroon......................         --                  --                   3
         Nouakchott, Mauritania................         --                  --                   1
         Luanda, Angola........................          15                  10                  1
                                                      ------               ------             ------
              Total:...........................         100                 100                100
                                                      ======               ======             ======
</TABLE>


         Substantially all of our revenues result from the shipment and sale of
vehicles, primarily automobiles. Approximate sales by region of destination and
by business segment are set forth below. Comparative revenues information for
our wholesale automobile business is not available for fiscal years ended
December 31, 1998 and 1999 because we began this line of business in the first
quarter of 2000.

<TABLE>
<CAPTION>



                                                          YEAR ENDED DECEMBER 31,
                 ----------------------------------------------------------------------------------------------------------------
                               1998                                 1999                                   2000
                                USD                                  USD                                    USD
                 ---------   ----------  ---------- ----------   ----------    ----------   ---------    ----------  ------------
                             WHOLESALE                            WHOLESALE                              WHOLESALE
                 LOGISTICS   AUTOMOBILE              LOGISTICS    AUTOMOBILE                LOGISTICS    AUTOMOBILE
                  BUSINESS    BUSINESS     TOTAL     BUSINESS     BUSINESS        TOTAL      BUSINESS     BUSINESS       TOTAL
                 ---------   ----------    -----     --------     ----------      -----     ---------    ----------      -----

<S>             <C>         <C>         <C>         <C>          <C>          <C>          <C>          <C>          <C>
North Africa...  38,304,000        --    38,304,000  51,400,000           --   51,400,000   39,300,000   38,400,000    77,700,000
Middle East....  10,979,000        --    10,979,000   7,300,000           --    7,300,000           --           --            --
West Africa....  32,617,000        --    32,617,000  38,800,000           --   38,800,000   43,000,000   47,500,000    90,500,000
                 ----------  --------    ----------  ----------  -----------   ----------   ----------   ----------   -----------
     Total:....  81,900,000        --    81,900,000  97,500,000           --   97,500,000   82,300,000   85,900,000   168,200,000
                 ==========  ========    ==========  ==========  ===========   ==========   ==========   ==========   ===========
</TABLE>

         We believe that demand for cars and light trucks and our services will
increase in Africa as and if:

         o        economic relationships between European and African nations
                  continue to develop,

         o        the standard of living continues to improve in Africa,

         o        the size of the middle class in Africa increases,

         o        the national governments of the countries constituting our
                  markets continue to make significant expenditures on their
                  transportation infrastructure, and



                                       10
<PAGE>

         o        countries in Africa continue to reduce trade barriers, for
                  instance, tariffs on imported cars.

         Our operating strategy is to maximize the flexibility of our operations
and to focus on limiting fixed costs. In addition to using our own vessel, we
primarily charter vessels on the spot market and pay for these transactions in
U.S. dollars. Also, in November 1999 we entered into a three-year agreement with
Hyundai Merchant Marine Co., Ltd., whereby we were granted an exclusive right to
book excess capacity of its vessels traveling to North and West Africa for our
shipments of used cars and light trucks, subject to Hyundai's right to withdraw
from this business or change the destinations of its vessels. The rates payable
by us to Hyundai under this agreement depend in part on the quantity of vehicles
we ship. We have also entered into a contract to purchase two additional vessels
which we intend to use in our logistics business. For more details, please see
Item 5. B. "Liquidity and Capital Resources-Capital Requirements."

         We are a beneficiary of an imbalance in trade routes. Carriers from
Asia typically deliver freight to Northern Europe and then return empty. As a
result, there is excess capacity sailing from Northern Europe to the
Mediterranean and other locations including Asia and South America. A further
trip to our ports of destination to deliver vehicles increases the sailing time
by only a few days and defrays the cost of returning empty. This imbalance has,
to date, allowed us to negotiate advantageous rates with operators of these
ships for the transportation of vehicles to our ports of destination.

         In addition, in accordance with our operating strategy, we employ no
dock workers or similar port personnel in Northern Europe and the United States.
Such personnel is employed by local port companies with which we have contracts.
Similarly, we employ no personnel at our ports of destination, but enter into
long-term agency agreements with qualified, local port and customs agents,
pursuant to which the agents receive a fee per vehicle received at a particular
port. There are many firms in our ports of destination that offer the customs
and stevedoring services used by us. Accordingly, we believe that we have the
ability to scale the level of our operations to satisfy our needs.

         OUR WHOLESALE BUSINESS

         Commencing in the first quarter of 2000, we expanded our operations and
started acquiring cars on a bulk discounted-for-volume basis for resale to
purchasers in the markets served by our logistics business in North and West
Africa. Except in limited circumstances, we purchase new cars against orders
from individual purchasers in the ports of destination. Once a purchase is made,
the purchaser or the dealer, utilizing our services, arranges for shipment to a
port of destination convenient to the purchaser's country of residence. All of
the purchases require prepayment of shipping fees by the purchaser, along with
the purchase price of the car.

         In building our wholesale automobile business, we have expanded our
existing relationships with our port agents and we also have identified other
customers. We believe we are able to sell new cars from any manufacturers
through our network in North and West Africa. We intend to utilize this ability
to become a leading seller of new cars in North and West Africa. By integrating
a "brand-independent" wholesale distribution network with logistics in North and
West Africa, we believe that we can compete successfully against other logistics
providers or other wholesalers in Africa.

         In 2000, our first year of operating this business line, we sold
approximately 14,000 cars, for a total of approximately $86 million in revenue.
In February 2001, we entered into an agreement to purchase 31,683 new cars from
an automobile manufacturer at a significant discount to the retail value of such
cars. We have already received commitments from purchasers for all of the cars
covered under this agreement. Each commitment consists of a purchase order and a
25% non-refundable cash deposit collected on our behalf by our port agents in
Africa. To date, we have not had a substantial number of purchasers failing to
honor their commitments to purchase new cars from us.



                                       11
<PAGE>

COMPETITION

         We are subject to competition from a number of other business
organizations that transport cars, including entities that charter conventional
vessels to transport cars, owners of transport vessels that specialize in the
transportation of cars or trucks and companies that transport cars via ground
transport. Some of these potential competitors have substantially greater
resources than we do. We believe that the primary competitive factors in our
industry include:

         o        price of payment,

         o        reputation and expertise in the industry,

         o        long-standing relationships with vehicle dealers and
                  distributors, and

         o        speed and reliability of delivery.

GOVERNMENT REGULATION

         Maritime transportation and the ownership and operation of vessels in
international waters is subject to regulation by a variety of national and
international organizations, laws and conventions. To date, we believe that we
and our predecessors have conformed with all material requirements of the
applicable laws and regulations. Failure to comply with these applicable laws
and regulations in the future could subject us to civil remedies, including
fines, injunctions, or seizures, as well as potential criminal sanctions, which
could have a material adverse affect on our business, prospects, financial
condition and results of operations.

         With respect to our current ownership of one vessel, we are also
subject to broad range of foreign and domestic environmental and workplace
health and safety requirements, including those governing discharges to air and
water and the handling and disposal of solid and hazardous wastes. We believe
that we are in substantial compliance with all material environmental, health
and safety requirements. Although our current operations have not been
significantly affected by compliance with, or liability arising under, these
environmental, health and safety laws, governments are becoming increasingly
sensitive to environmental issues, and we cannot predict what impact future
environmental, health and safety regulations might have on our business. We do
not believe that the costs of regulatory compliance have had a material adverse
impact on our operations to date. However, our failure to comply with the
applicable regulations or to maintain required permits or licenses could result
in substantial fines or revocation of our operating permits or authorities. We
cannot predict the degree or cost of future regulations on our business.

         C.       ORGANIZATIONAL STRUCTURE

         Our only subsidiary, C.L.N., S.A.M., is a corporation organized and
existing under the laws of Monaco. We hold 100% of both economic and voting
interest in our subsidiary.

         D.       PROPERTY, PLANTS AND EQUIPMENT

         MFT, which serves as our agent in Antwerp, Belgium, also provides us
with office space in Antwerp as part of the per vehicle fee paid to the agent by
us. For more details, please see Item 7. B. "Major Shareholders and Related
Party Transactions." See also Item 5. B. "Liquidity and Capital Resources
-Capital Requirements" for a description of our ownership of the Sea Atef, the
vessel we purchased in 2000. The day-to-day operation of this vessel is
outsourced by us to Osterrische Lloyd, to which we pay a daily operating fee. We
obtain berths in shipping ports on an as-needed basis, and we believe that
additional berths and office space could be obtained. We believe that our
current arrangements concerning the properties we utilize are suitable and
adequate for our current business needs, and that additional space should be
readily available if needed.



                                       12
<PAGE>

ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

         OVERVIEW

         We are an independent logistics provider and wholesale automobile
dealer operating primarily between Europe and North and West Africa. Since our
inception in 1988, we have been primarily in the business of shipment of used
cars and light trucks from Antwerp, Belgium to several countries in Africa.
Shipments of personal vehicles purchased through independent dealers were almost
exclusively on a "freight collect" basis. "Freight collect" is a term used by us
to describe our practice of requiring payment of all shipping fees upon delivery
of the vehicle at the purchaser's port of destination.

         Commencing in 2000, we discontinued our "freight collect" service by
changing our payment terms to require prepayment of all of our fees. In the
first quarter of 2000, we also expanded our operations to acquire vehicles on a
bulk discounted-for-volume basis for resale to purchasers. Except in limited
circumstances, we purchase new cars against orders from individual purchasers
made in the ports of destination. Once a purchase is made, the purchaser or the
dealer, utilizing our services, arranges shipping to a port of destination
convenient to the purchaser's country of residence. Commencing in 2000, we have
required prepayment of shipping fees by the purchaser along with the purchase
price of the new car for a substantial portion of purchases from us.

         Our business is subject to certain seasonal fluctuations. The busiest
months of the year in our logistics business are typically from May until
September and our least busy months are typically from October until April. This
seasonality is directly related to the seasonal fluctuations in the used
automobile markets near our ports of origination in Belgium, Germany and The
Netherlands. Our wholesale automobile business is affected by seasonal
fluctuations to a less significant extent, as we ship approximately the same
number of new automobiles each month.

         A.       OPERATING RESULTS

         The following discussion of our operations and financial condition
should be read in conjunction with our consolidated financial statements and the
notes thereto included elsewhere in this annual report.

RESULTS OF OPERATIONS

         The following table sets forth for the periods indicated certain line
items from our statement of operations as a percentage of our sales:

<TABLE>
<CAPTION>
                                                             YEAR ENDED DECEMBER 31,
                                   -----------------------------------------------------------------------------
                                        1998 (%)                    1999 (%)                    2000 (%)
                                   --------------------      -----------------------     -----------------------
<S>                                        <C>                          <C>                         <C>
     Sales.......................          100                          100                         100
     Cost of sales...............         72.9                         71.1                        70.9
     Gross profit................         27.1                         28.9                        29.1
     Selling, general and                  4.9                          4.8                         3.1
       administrative............
     Income from operations......         22.2                         24.1                          26
     Interest income.............          0.1                          0.1                         0.7
     Income before income taxes..         22.3                         24.2                        26.7
     Income taxes................          1.1                          1.4                         1.4
     Net income..................         21.1                         22.8                        25.3
</TABLE>

YEAR ENDED DECEMBER 31, 2000 AS COMPARED TO YEAR ENDED DECEMBER 31, 1999

         SALES. Sales increased by $70,610,000, or approximately 72.4%, to
$168,149,000 for the year ended December 31, 2000, as compared to $97,539,000
for the year ended December 31, 1999. This increase is


                                       13
<PAGE>

attributable primarily to our entry into the wholesale automobile business, as
well as to a general increase in demand for vehicles in North and West Africa.
Sales from the logistics business were approximately US$82,282,000 and sales
from the wholesale automobile business were US$85,867,000 for the year ended
December 31, 2000, as compared with the sales of US$97,539,000 from the
logistics business and no sales from the wholesale automobile business, for the
year ended December 31, 1999. Revenue in our logistics business declined by
$15,257,000 or 15.6% due to the fact that we changed from "freight collect"
service to pre-payment of our fees, and thus placed our services in a more
direct price competition with other companies competing with, and substituting
for, our services.

         During the third quarter of the year 2000, the Sea Atef required
significant engine repairs. The cost of engine repairs, as well as the effect of
the vessel's inactivity, were covered by insurance. As a result, there was no
material impact on our results of operations during the year.

         COST OF SALES. Cost of sales from the logistics business for the year
ended December 31, 2000 was approximately $59,276,000, representing
approximately 72.0% of such sales, as compared to approximately $69,325,000,
representing 71.1% of the sales for the year ended December 31, 1999. Cost of
sales for the wholesale automobile business for the year ended December 31, 2000
was approximately $59,965,200, representing approximately 69.8% of sales, as
compared to no costs of sales for the wholesale automobile business during the
year ended December 31, 1999. The change in our focus on the wholesale
automobile business, as compared to the logistics business, was attributable to
higher margins in the acquisition of closeout models of new cars and the
decrease in the destination port agents commission as a cost to us in connection
with the shipments to purchasers who pre-paid for these new cars.

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased by $543,000, or approximately 11.6%, to
$5,228,000 for the year ended December 31, 2000, as compared to $4,685,000 for
the year ended December 31, 1999. The increase in selling, general and
administrative expenses is attributable to the increase in sales for 2000, the
reduction in the amount of fees paid to outside consultants during the year and
the increased amount of depreciation charged due to our acquisition of the Sea
Atef.

         INCOME FROM OPERATIONS. Income from operations increased by $20,152,000
to $43,680,000, or approximately 85.7%, for the year ended December 31, 2000, as
compared to $23,528,000 for the year ended December 31, 1999.

         NET INCOME. Income taxes increased by $1,007,000 to $2,370,000 for the
year ended December 31, 2000 representing a rate of 5.3%, as compared to income
taxes of $1,363,000 representing a rate of 5.8% for year ended December 31,
1999. This decrease in rate is due to penalties arising from late Cypriot income
tax payments in 1999, which occurred to a smaller extent in 2000. Net income
increased by $20,213,000, or approximately 91.0%, to $42,425,000 for the year
ended December 31, 2000, as compared to $22,212,000 for the year ended December
31, 1999, an increase as a percentage of sales of 2.5% from 22.8% to 25.3%.

YEAR ENDED DECEMBER 31, 1999 AS COMPARED TO YEAR ENDED DECEMBER 31, 1998

         SALES. Sales increased by $15,656,000, or approximately 19.1%, to
$97,538,000 for the year ended December 31, 1999 as compared to $81,882,000 for
the year ended December 31, 1998. This increase is attributable to a general
increase in demand for vehicles in North and West Africa and the Middle East and
the entry into additional markets in Benin in West Africa. Demand grew as a
result of increasingly lenient trade restrictions and greater political
stability.

         COST OF SALES. Cost of sales for the year ended December 31, 1999 was
$69,325,000, approximately 71.1% of sales for that year, as compared to
$59,698,000, or 72.9%, of sales for the year ended December 31, 1998. The
increase in the amount of cost of sales is primarily attributable to the
increase in sales during 1999 as compared to sales for 1998.

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased by $678,000, or approximately 16.9%, to
$4,685,000 for the year ended December 31, 1999, as compared to


                                       14
<PAGE>

$4,007,000 for the year ended December 31, 1998. The increase in selling,
general and administrative expense is attributable to the increase in sales for
1999 and additional fees of independent consultants.

         INCOME FROM OPERATIONS. Income from operations increased by $5,351,000
to $23,528,000, or approximately 29.4%, for the year ended December 31, 1999 as
compared to $18,177,000 for the year ended December 31, 1998.

         NET INCOME. Income taxes increased by $500,000 to $1,362,000 for the
year ended December 31, 1999 representing a rate of 5.8%, as compared to income
taxes of $862,000 representing a rate of 4.7% for year ended December 31, 1998.
This increase in rate is due to penalties arising from late Cypriot income tax
payments. Net income increased by $4,797,000, or approximately 27.5%, to
$22,212,000 for the year ended December 31, 1999, as compared to $17,415,000 for
the year ended December 31, 1998, an increase as a percentage of sales of 1.6%
from 21.2% to 22.8%.

         B.       LIQUIDITY AND CAPITAL RESOURCES

         At December 31, 1998, 1999 and 2000, we had working capital of
approximately $46,682,000, $76,310,000 and $104,538,000.

         For the year ended December 31, 2000, net cash provided by operating
activities was approximately $57,211,000 and net income was approximately
$42,425,000. The primary changes in our operating activities from those for the
year ended December 31, 1999 were (1) an increase in accounts receivable of
$53,827,000, or approximately 2241.9%, to $56,228,000 as of December 31, 2000,
as compared to approximately $2,401,000 as of December 31, 1999, and (2) an
increase in deferred expenses to $440,000 as of December 31, 2000, as compared
to $262,000 as of December 31, 1999. This was offset in part by (1) a decrease
in cash restricted as to withdrawal of approximately $52,338,000, or 82.3%, to
approximately $11,292,000 as of December 31, 2000, as compared to approximately
$63,630,000 at December 31, 1999, (2) an increase in accounts payable of
$13,832,000, or approximately 1562.9%, to $14,717,000 as of December 31, 2000,
as compared to $885,000 as of December 31, 1999 and (3) an increase in income
taxes payable of $2,094,000, or approximately 69.5%, to $5,107,000 as of
December 31, 2000, as compared to $3,013,000 as of December 31, 1999.

         For the year ended December 31, 1999, net cash used in operating
activities was approximately $4,618,000 and net income was approximately
$22,212,000. The primary changes in our operating activities from those for the
year ended December 31, 1998 were (1) an increase in cash restricted as to
withdrawal of approximately $27,272,000, or 75.0%, to approximately $63,630,000
as of December 31, 1999, as compared to approximately $36,358,000 at December
31, 1998, (2) an increase in accounts receivables of $913,000, or approximately
61.4%, to $2,401,000 as of December 31, 1999, as compared to approximately
$1,488,000 as of December 31, 1998 and (3) an increase in deferred expenses to
$262,000 as of December 31, 1999, as compared to none as of December 31, 1998.
This was offset in part by (1) an increase in accounts payable of $368,000, or
approximately 71.5%, to $885,000 as of December 31, 1999 and (2) an increase in
income taxes payable of $1,142,000, or approximately 61.1%, to $3,013,000 as of
December 31, 1999, as compared to $1,871,000 as of December 31, 1998.

         For the year ended December 31, 1998 net cash provided by operating
activities was approximately $673,000 and net income was approximately
$17,415,000. The primary changes in our operating activities from December 31,
1997 to December 31, 1998 were (1) an increase in cash restricted as to
withdrawal of approximately $17,972,000, or 97.7%, to approximately $36,358,000
as of December 31, 1998, as compared to approximately $18,386,000 at December
31, 1997, (2) a decrease in accounts payable and accruals by approximately
$1,090,000, or 67.9%, to approximately $516,000 at December 31, 1998, as
compared to approximately $1,606,302 at December 31, 1997, and (3) a decrease in
amounts due to related parties by approximately $37,000, or 47.3%, to $42,000 at
December 31, 1998, from approximately $79,000 at December 31, 1997. This was
offset in part by (1) a decrease in accounts receivable by approximately
$243,000, or 14.0%, to approximately $1,488,000 at December 31, 1998, as
compared to approximately $1,658,000 at December 31, 1997, (2) an increase in
income taxes payable by approximately $862,000, or 85.3%, to approximately
$1,871,000 at December 31, 1998, as compared to


                                       15
<PAGE>

approximately $1,009,000 at December 31, 1997, and (3) a decrease in deferred
expenses of $1,103,000, or 100.0%, to $0 at December 31, 1998, as compared to
approximately $1,103,000 at December 31, 1997.

CAPITAL REQUIREMENTS

         In May 2000, we acquired the Sea Atef, a car carrier vessel with a
2,850 car capacity, at a cost of approximately $6,000,000. In addition, we have
paid $10,000,000 as an advance towards the purchase of two additional vessels.
We plan to build or acquire these two new vessels with a capacity of 2,300 cars
each, for delivery to us in 2002 and 2003. We anticipate financing the
anticipated acquisition cost of approximately $50,000,000 ($25,000,000 each)
with revenues from our operations and possible issuances of our ordinary shares
or debt securities. We are also in the process of negotiations with several
lenders for a long-term loan to be secured by the title to the ships. We cannot
assure you that the acquisition of two new vessels and related financing will be
consummated or that, if consummated, the terms of the financing will be
favorable to us. We expect that cash derived from our operations will be
sufficient to meet operating and other capital requirements for at least 24
months.

FINANCING ACTIVITIES

         For the year ended December 31, 2000, net cash provided by financing
activities was approximately $1,274,000, comprised primarily of the net proceeds
from the exercise of warrants and stock options. For the year ended December 31,
1999, net cash provided by financing activities was approximately $7,304,000
comprised of the net proceeds from a private placement of 610,254 of our
ordinary shares in October 1999. For the year ended December 31, 1998, net cash
provided by financing activities was approximately $10,555,000, comprised of the
net proceeds from our initial public offering.

CURRENCY FLUCTUATIONS

         The currency of the primary economic environment in which we operate is
the U.S. dollar. Accordingly, we use the U.S. dollar as our functional currency.
However, our subsidiary, C.L.N., uses the French franc as its functional
currency. Transactions and balances originally denominated in dollars are
presented at their original amounts. Transactions and balances in other
currencies are translated from the corresponding amounts at the representative
exchange rate on the date of transaction. We do not currently engage in, and
have no current intention to engage in, hedging or other transactions intended
to manage risks relating to foreign currencies, inflation, or interest rate
fluctuations, although we may do so in the future.

         C.       RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

         None.

         D.       TREND INFORMATION

         Since the first quarter of 2000, the vehicle volumes in our logistics
business have increased significantly. However, both an increase in the
percentage of vehicles being shipped to West Africa, which shipments generally
earn less money per vehicle than those going to our ports in North Africa, and
the discontinuation of our "freight collect" service, put us in a more direct
price competition with competitors. We believe that our customers previously
paid us more money per vehicle under our freight collect policy because of the
convenience of paying for shipment of a car upon delivery. During 2000, our
revenue was no longer exclusively derived from logistics services, so that
approximately 51% of our revenue was attributed to our new wholesale automobile
business. We expect that the car volumes in our wholesale business will continue
to grow primarily as a result of a new contract which we concluded in February
2001, whereby we agreed to purchase over 31,000 new cars for sale in connection
with our wholesale automobile business.

ITEM 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

         A.       DIRECTORS AND SENIOR MANAGEMENT



                                       16
<PAGE>

         As of April 24, 2001, our directors and executive officers, their
positions held with our company and their ages are as follows:



<TABLE>
<CAPTION>
                                                                                           CURRENT TERM OF
                                                                       PERIOD OF SERVICE   OFFICE AS DIRECTORS
  NAME                       AGE     POSITION                          IN POSITION
 <S>                        <C>      <C>                               <C>                 <C>
  Aldo Labiad                46      President, Chief Executive and    3 years*            2001
                                     Operating Officer and Managing
                                     Director

  Christian L. Payne         27      Chief Financial Officer           1 year              2001

  Joseph J.H. Bisschops      64      Chairman of the Board of          3 years*            2001
                                     Directors and Managing Director

  Alex de Ridder             40      Chief Operating Officer and       1 year              2001
                                     Director

  Michael S. Doherty         47      Director                          2 years             2001

  Earl Gould                 62      Director                          1 year              2001

  Charles L. Brock           57      Director                          3 years             2001

  Marina Savva               25      Director                          3 years             2001
</TABLE>

  ---------

  * Mr. Labiad and Mr. Bisschops have each been associated with our company, and
served in various senior executive capacities, for approximately 23 years.

         Each director is elected for a period of one year at our annual meeting
of shareholders and serves until the next meeting or until his successor is duly
elected and qualified. Officers are elected by, and serve at the discretion of,
our board of directors.

         The following is a brief summary of the background of each of our
directors and executive officers:

         ALDO LABIAD has served as our president, chief executive and operating
officer and managing director since July 1998. Prior to that, he served since
our inception in 1988 in various senior executive capacities, including chairman
of the board of directors. In 1979, together with Mr. Bisschops, Mr. Labiad
founded MFT in Antwerp, Belgium. They also founded C.L.N. in 1985 of which Mr.
Labiad has been president.

         CHRISTIAN L. PAYNE has served as our chief financial officer since
January 2001. Prior to rejoining our company in January 2001, Mr. Payne was the
co-founder of Catalyst Business Systems, Inc., a consulting firm providing
outsourced infrastructure services to middle-market companies in the areas of
accounting, human resources, recruiting, and information technology and
telecommunications. Mr. Payne previously served as our vice president of finance
from March 1999 until January 2000. From 1997 until 1998 Mr. Payne was employed
by Cruttenden Roth, Inc. as an Associate of Corporate Finance. Prior to that,
Mr. Payne worked in the corporate finance group of Arnold & S. Bleichroeder,
Inc. and at Citibank.

         JOSEPH J. H. BISSCHOPS has served as our executive officer and a
director since our inception in 1988 as the Chairman of the board of directors
since July 1998, as our managing director since 1988 and as our president, chief
executive and operating officer from 1988 to June 1998. Mr. Bisschops has over
40 years of experience in the


                                       17
<PAGE>

shipping industry. Mr. Bisschops, a founder of MFT, oversaw its expansion
through 1985 to Rotterdam, The Netherlands; Alexandria, Egypt; Beirut, Lebanon;
Madrid and Barcelona, Spain; London, England; and Paris, France. Mr. Bisschops
has been an officer of C.L.N. since its inception in 1985 supervising its
shipping service between Northern Europe and North Africa and the Middle East.

         ALEX DE RIDDER has served as vice president of our company since
January 1997. Until January 2000, he served as chief financial officer.
Beginning in 2001, he became our chief operating officer. From 1983 to 1996, Mr.
de Ridder served as assistant to Mr. Bisschops at MFT, where he oversaw the
geographic expansion of MFT and its affiliates and was responsible for the
establishment of its internal controls and systems.

         MICHAEL S. DOHERTY is our outside director. He has been the President
of Doherty & Company, LLC, a firm specializing in venture capital and private
equity funding for development stage companies, since November 1999. From
February 1999 to October 1999, Mr. Doherty served as Senior Managing Director of
Spencer Trask Securities. Mr. Doherty served as Managing Director and Director
of Private Equity at Cruttenden Roth from October 1996 to February 1999. From
1992 to October 1996, he served as Vice President at Arnhold & S. Bleichroeder,
Inc. Mr. Doherty also serves on the boards of the Harvey Entertainment Company
and IPAXS Corporation.

         EARL GOULD is our outside director. Since 1990, he has been the
managing director of Global Investments, a $2.5 billion fund. Mr. Gould was a
portfolio manager at Atlantic Richfield Company, a pension management firm, for
over 20 years.

         CHARLES L. BROCK is our outside director. Since April 1995, he has
been a member of Brock Silverstein LLC, now known as Reitler Brown LLC, a law
firm that has previously counseled us regarding United States corporate and
securities matters. From 1984 until April 1995 he was a partner of Carter,
Ledyard & Milburn, a law firm. Mr. Brock has served on the board of directors of
B+H Ocean Ltd. and Excel Maritime Carriers Ltd.

         MARINA SAVVA is an associate of Economides, Patsalides & Co. Advocates,
our Cyprus counsel. While there is no legal requirement for offshore companies
formed under the laws of Cyprus to maintain a Cypriot resident and citizen on
their board of directors, this is advisable for practical reasons. This person
is typically an employee of the law firm which incorporated the company in
question.

         B.       COMPENSATION

         The following table sets forth the aggregate amount of compensation,
exclusive of directors fees, paid by us and our subsidiary to our executive
officers and directors (who are also officers) during the year ended December
31, 2000:

<TABLE>
<CAPTION>
                                      NAME                              AGGREGATE COMPENSATION
                                      ----                              ----------------------
<S>                                                                         <C>
                  Aldo Labiad..................................             $ 200,000
                  Christian Payne..............................                    1*
                  Alex de Ridder...............................               130,000
                  Joseph J.H. Bisschops........................               200,000
                                                                              -------
                  Directors and officers as a group
                    (seven persons)............................              $530,001
                                                                             ========
</TABLE>

                  * Mr. Payne's compensation arrangements are more fully
                    described in this Item below.

         Directors who are not officers are entitled to receive annual fees of
$15,000, and the chairman of the audit committee (currently Charles L. Brock) is
entitled to receive an additional fee of $2,000 per month.

         No amounts were set aside or accrued by us during the year ended
December 31, 2000 to provide pension, retirement or similar benefits for our
directors and executive officers pursuant to any plan or otherwise.



                                       18
<PAGE>

         We are party to an employment agreement with Aldo Labiad, pursuant to
which during the period from July 1, 1998 through December 31, 2002 he will
serve as our president, chief executive and operating officer and a managing
director at an annual base salary of $200,000, with annual increases determined
by the board of directors in its discretion. The agreement requires Mr. Labiad
to devote substantially all of his business time to the performance of his
duties and responsibilities to us and restricts Mr. Labiad from competing with
us for a period of two years following the termination of his employment under
the agreement.

         An employment agreement with Mr. de Ridder provides for his service as
chief operating officer through December 31, 2002 at an annual base salary of
$130,000, plus a bonus in the amount determined by our board of directors. The
agreement can be terminated by either party upon three months notice. The base
salary will be subject to additional increases by our board of directors in its
discretion. The agreement requires Mr. de Ridder to devote substantially all of
his business time to the performance of his duties and responsibilities to us
and restricts him from competing with us for a period of two years following the
termination of his employment under the agreement.

         We also have an employment agreement with Mr. Bisschops pursuant to
which he serves as our chairman at an annual salary of $200,000. The agreement
requires Mr. Bisschops to devote substantially all of his business time to the
performance of his duties and responsibilities to us and restricts his ability
to compete with us for a period of two years following the termination of his
employment under the agreement. The term of this agreement ended on December 31,
2000, subject to annual renewals, unless either party elects upon three months
notice to terminate the agreement. This agreement was renewed in January 2001
for an additional term of one year.

         In addition, we have an employment agreement with Mr. Payne pursuant to
which he serves as our chief financial officer at an annual base salary of
$1.00, plus a grant of options, subject to a vesting schedule over a two-year
period and to certain performance milestones, to purchase up to 150,000 shares
of our ordinary shares at an exercise price of $21.38, which represents the
closing price per share of our ordinary shares on January 11, 2001. We also
utilize office space in Los Angeles, California, which is leased by Catalyst
Business Systems, Inc., of which Mr. Payne is a co-founder and principal. This
space is provided to us as part of Mr. Payne's employment arrangements. This
agreement also provides for an incentive bonus equal to 1% of the total amount
of any debt or equity financings in excess of $10 million initiated or completed
during the term of Mr. Payne's employment. The term of Mr. Payne's employment
ends on January 12, 2003, unless terminated earlier. The agreement requires Mr.
Payne to devote substantially all of his business time to the performance of his
duties and responsibilities to us, except as mutually agreed by Mr. Payne and us
from time to time, and restricts him from competing with us for a period of two
years following the termination of his employment under the agreement.

         C.       BOARD PRACTICES

         The board of directors maintains a compensation committee, which is
comprised of Messrs. Bisschops, Labiad, and de Ridder. The compensation
committee has authority to

         o        interpret the provisions of, and supervise the administration
                  of, the 1998 Stock Option Plan, and

         o        review all compensation matters relating to our company.

         The board of directors also maintains an audit committee. The audit
committee consists of directors who are not and have not been employed by us or
any of our affiliates. The audit committee currently consists of Charles L.
Brock, the committee's chairman, and Marina Savva, and is charged with reviewing
the following matters and advising and consulting with the entire board of
directors with respect to:

         o        preparation of our annual financial statements in
                  collaboration with our independent auditors;

         o        sale or disposition of vessels, if any, owned by us;

         o        mortgaging of vessels, if any, owned by us, as security for
                  our indebtedness or indebtedness of our subsidiary;



                                       19
<PAGE>

         o        annual review of the ratings of the vessels, if any, owned by
                  us, in consultation with independent shipbrokers; and

         o        contracts between us and our officers, directors, and other
                  affiliates of our company.

The audit committee does not have explicit authority to veto any actions of the
entire board of directors relating to the foregoing or other matters. However,
our senior management, recognizing their own fiduciary duty to us and our
shareholders, is committed not to take any action contrary to the recommendation
of the audit committee in any matter within the scope of its review.

         For the three-year period terminating on June 26, 2001, Cruttenden Roth
Incorporated, as a representative of the underwriters of our initial public
offering, has the right to appoint one designee to serve as a director or
observer to our board of directors, who has the right to attend all meetings of
the board of directors, but, in the case of an observer, has no voting rights.
This director or observer

         o        shall be entitled to receive reimbursement for all reasonable
                  out-of pocket expenses incurred to attend board meetings, and

         o        must receive notice of such meetings at the same time and in
                  the same manner as the other directors.

         To date, Cruttenden Roth has not exercised its right to appoint its
designated director or observer to our board of directors, and it has not been
represented at any of the meetings of our board of directors.



         D.       EMPLOYEES

         At December 31, 2000, we had eight full-time employees. Four of our
employees are executive personnel and four are financial and administrative
personnel. Most of these employees are located at our principal executive
offices in Antwerp, Belgium. None of our employees are currently covered by a
collective bargaining agreement. We consider relations with our employees to be
good. We employ no dock workers or similar port personnel, but contract from
time to time for services of similar workers from local port authority or
stevedoring companies. Furthermore, we employ no personnel at our ports of
destination, but enter into agency agreements from time to time with qualified
local customs agents, pursuant to which these agents receive a fee per vehicle
delivered to a particular port. At any given time, we may contract on a
temporary basis for the use in excess of 100 persons to provide our
transportation services. We believe that our relations with the workers we
occasionally retain are good and that, in the event our relations with them were
discontinued, a competent and adequate supply of alternate third-party service
providers would be available to us.

         E.       SHARE OWNERSHIP

         The table below sets forth certain information regarding our directors
and executive officers listed in Item 6. B. above as of December 31, 2000:

<TABLE>
<CAPTION>
                    NAME                         NUMBER           PERCENT OF CLASS
                    ----                    ----------------  ----------------------
<S>                                         <C>               <C>

Aldo Labiad (1)................                   -                     -
Christian Payne ...............                    *                    *
Alex de Ridder (2).............                   -                     -
Joseph J. H. Bisshops (3)......               6,998,628               49.6%
                                             -----------              ----
   Total.......................                                       49.7%
                                                                      ====
</TABLE>

         -----------------
         *        Owns less than one percent of our outstanding ordinary shares.

         (1)      Mr. Labiad does not own any options to purchase our ordinary
                  shares.


                                       20
<PAGE>

         (2)      Mr. de Ridder does not own any options to purchase our
                  ordinary shares.

         (3)      Please refer to note 2 detailing Mr. Bisschops' share
                  ownership information included in Item 7. A. below. Mr.
                  Bisshops does not own any options to purchase our ordinary
                  shares.


         OPTIONS TO PURCHASE SECURITIES FROM US OR OUR SUBSIDIARY

         The information set forth below has been adjusted for two five-for-four
stock splits of our ordinary shares effected by us in May 2000 and in September
2000.

         In March 1998, our board of directors and shareholders adopted the 1998
Stock Option Plan (the "Plan"). The Plan provides for the grant of options to
purchase up to 1,093,750 ordinary shares to our employees, officers, directors,
and consultants. Options may be either "incentive stock options" within the
meaning of Section 422 of the United States Internal Revenue Code of 1986, as
amended, or non-qualified options. Incentive stock options may be granted only
to our employees, while non-qualified options may be issued to our non-employee
directors, consultants, and others, as well as to employees.

         To date, options exercisable for an aggregate of 915,625 ordinary
shares have been granted under the Plan, of which options to purchase 165,625
shares have been exercised. For further details with respect to option grants
and exercises in connection with the Plan, please see Item 18 "Note to
Financial Statements No. 10--Stock Option Plan."

         In addition, in connection with our initial public offering in June
1998, we sold to Cruttenden Roth, the representative of the underwriters, for an
aggregate purchase price of $10.00, warrants to purchase an aggregate of 190,625
ordinary shares with an exercise price of $10.56. The warrants are exercisable
for a period of four years ending June 25, 2003.

         In connection with a $7,304,000 private placement by us of our ordinary
shares in the fall of 1999, we issued to Spenser Trask Securities Incorporated,
the placement agent, and its affiliates five year warrants to purchase 95,351
shares at $8.56 per share and 95,351 shares at $12.84 per share.

ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

         A.       MAJOR SHAREHOLDERS

         As far as is known to us, we are not directly or indirectly owned or
controlled by another corporation or by any government, and there are no
arrangements the operation of which may result in a change in our control.

         The following table sets forth, as of December 31, 2000 (and therefore
gives effect to the increase of the outstanding ordinary shares to 14,124,309 as
a result of two five-for-four splits effected on May 25, 2000 and September 19,
2000), (1) the ownership of the ordinary shares by each person or entity which,
to our knowledge, owns of record or beneficially more than 5% of our ordinary
shares and (2) the beneficial ownership of all our directors and executive
officers as a group. To our knowledge, our major shareholders do not have
different voting rights.


<TABLE>
<CAPTION>

                           NAME OF                           NUMBER OF SHARES              PERCENT OF
                       BENEFICIAL OWNER                   BENEFICIALLY OWNED (1)            CLASS (1)
                       ----------------                   ----------------------           ----------
         <S>                                              <C>                              <C>

         Joseph J.H. Bisschops (2)                               6,998,628                    49.6
         Directors and officers as a group (seven
         persons) (3)                                            7,483,003                    52.9
</TABLE>

<PAGE>

         ---------------
         (1)      As used herein, the term  "beneficial ownership" with
                  respect to a security is defined by Rule 13d-3 under the
                  Securities Exchange Act of 1934, as amended, as consisting of
                  sole or shared voting power (including the power to vote or
                  direct the vote) and/or sole or shared investment power
                  (including the power to dispose or direct the disposition)
                  with respect to the security through any contract,
                  arrangement, understanding, relationship, or otherwise,
                  including a right to acquire such power(s) during the next
                  60 days. Unless otherwise indicated in the footnotes to the
                  above table, to our knowledge the persons named in the above
                  table have sole voting and investment power with respect to
                  the shares shown as beneficially owned by them.

         (2)      Includes (1) 557,642 ordinary shares owned of record and
                  beneficially by Mr. Bisschops, (2) 628,362 ordinary shares
                  owned of record by Eaglestar Corporation S.A., (3) 1,241,773
                  ordinary shares owned of record by Goldshield Investment S.A.
                  Inc., (4) 1,241,773 ordinary shares owned of record by
                  Halesowen Investments Corporation Inc., (5) 1,377,720 ordinary
                  shares owned of record by Kendrick Finance Ltd., (6) 1,241,773
                  ordinary shares owned of record by Mountford Marketing
                  Corporation, and (7) 709,585 ordinary shares owned of record
                  by Positive Ltd. As a result of the beneficial ownership of
                  the outstanding capital stock of the above corporations and
                  the receipt of a power of attorney with respect to each of
                  these corporations, Mr. Bisschops may be deemed to be the
                  beneficial owner of the ordinary shares held of record by the
                  corporations listed in clauses (2) through (7) of the
                  preceding sentence. Mr. Bisschops has entered into an
                  agreement pursuant to which, upon his death, his then record
                  ownership, if any, of the capital stock of such corporations,
                  and, accordingly, his indirect ownership, if any, of the
                  referenced ordinary shares, will be transferred to a trust.
                  The beneficiaries of this trust will be the children of Mr.
                  Aldo Labiad, our president, chief executive and operating
                  officer and a managing director, and the trustee will be Mr.
                  Labiad or his designee.

         (3)      Includes an aggregate of 328,125 shares issuable upon the
                  exercise of options granted to Michael Doherty and Earl Gould,
                  our directors, under our 1998 Stock Option Plan and 156,250
                  shares owned by Brock Silverstein LLC, of which Mr. Brock, our
                  director, was a member at December 31, 2000.

                                       21


<PAGE>

         B.       RELATED PARTY TRANSACTIONS

         MFT, our affiliate of which Mr. Bisschops is an officer, director and
principal shareholder, provides to us various administrative services for fees
which we believe are competitive with non-affiliated companies offering similar
services. Fees of MFT for the year ended December 31, 2000 amounted to
$5,185,172.

         Catalyst Business Systems, Inc., our affiliate of which Mr. Payne is a
co-founder and principal, provides various administrative services and space to
us at its office in exchange for payment of the fees, which we believe are
comparable to those obtained in arms-length transactions.

         C.       INTERESTS OF EXPERTS AND COUNSEL

         Not applicable.

ITEM 8.  FINANCIAL INFORMATION

         A.       CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

         The consolidated financial statements are provided in Item 18 below.

         B.       SIGNIFICANT CHANGES

         No significant change has occurred since the date of the financial
statements provided in Item 18 below.

         OTHER FINANCIAL INFORMATION

         Please see other financial information included above in this report
under Item 4. B. "Business Overview" and Item 5 "Operating and Financial Review
and Prospects."

         LEGAL PROCEEDINGS

         We are currently not aware of any material legal proceedings involving
our company. However, we may, from time to time, participate in legal
proceedings in the ordinary course of our business. We do not believe that such
proceedings will have a material adverse effect on our financial results.



                                       22
<PAGE>

ITEM 9.  THE OFFER AND LISTING

         A.       OFFER AND LISTING DETAILS

         Not applicable.

         B.       PLAN OF DISTRIBUTION

         Not applicable.

         C.       MARKETS

         Since June 1998 our ordinary shares have been traded on the Nasdaq
National Market under the symbol "ACLNF." We do not, and have no present
intention to, list or quote our securities on any markets outside the United
States. However, we may seek such listings in the future if our board of
directors determines that it is in our best interest to do so.

         The following are the high and low sales prices by fiscal quarter for
the quarterly periods in which our ordinary shares have been traded on the
Nasdaq National Market during 1999 and 2000 (adjusted for the five-for-four
stock split effected on May 25, 2000 to holders of record as of May 18, 2000 and
the five-for-four stock split effected on September 19, 2000 to holders of
record as of September 1, 2000).


<TABLE>
<CAPTION>
                                                                       NASDAQ
                                                            HIGH                      LOW
                                                    ----------------------    --------------------
                                                                      (IN USD)
         ANNUAL HIGHS AND LOWS
<S>                                                         <C>                      <C>
         1999...................................            13.36                     3.76
         2000...................................            35.40                    10.36

         QUARTERLY HIGHS AND LOWS
         1999
         First Quarter..........................             5.20                     3.76
         Second Quarter.........................            11.76                     5.12
         Third Quarter..........................            12.08                     5.76
         Fourth Quarter.........................            13.36                     5.76
         2000
         First Quarter..........................            16.60                    10.36
         Second Quarter.........................            22.80                    15.12
         Third Quarter..........................            35.40                    21.40
         Fourth Quarter.........................            28.06                    18.75

         MONTHLY HIGHS AND LOWS
         2000
         September..............................            33.70                    24.50
         October................................            28.06                    23.50
         November...............................            28.06                    18.75
         December...............................            24.06                    20.12
         2001
         January................................            24.12                    21.37
         February...............................            29.12                    26.12
         March .................................            28.93                    23.00
         April..................................            24.20                    22.68
         May ...................................            30.10                    22.80
         June (through June 22).................            35.48                    28.21
</TABLE>


         As of June 25, 2001, we had 14,330,350 outstanding ordinary shares
held by 97 holders of record, with 5,841,187 ordinary shares, or approximately
41% of the outstanding, being held by 86 holders of record in the United States
and 8,489,163 ordinary shares, or approximately 59% of the outstanding, being
held by 11 holders of record outside of the United States. Since certain of
these ordinary

                                       23
<PAGE>

shares were held by brokers or other nominees, the number of record holders in
the United States may not be representative of the number of beneficial holders
or where the beneficial holders are resident.

         D.       SELLING SHAREHOLDERS

         Not applicable.

         E.       DILUTION

         Not applicable.

         F.       EXPENSES OF THE ISSUE

         Not applicable.

ITEM 10.ADDITIONAL INFORMATION

         A.       SHARE CAPITAL

         Not applicable.

         B.       MEMORANDUM AND ARTICLES OF ASSOCIATION

         We incorporate by reference our articles of association filed as
Exhibit 3.1, our memorandum of association filed as Exhibit 3.2, and related
disclosure to the Registration Statement on Form F-1 (Registration Statement
Number 333-8052 first filed on December 5, 1997).

         C.       MATERIAL CONTRACTS

         Reference is made to the description of our agreement with Hyundai
Merchant Marine Co., Ltd. set forth in Item 4. B. "Business Review-Our Logistics
Services" and of our agreement to acquire two vessels set forth in Item 5. B.
"Operating And Financial Review And Prospects-Capital Requirements."

         D.       EXCHANGE CONTROLS

         Under current Cyprus regulations, any dividends or other distributions
paid in respect of securities purchased by nonresidents of Cyprus with certain
non-Cyprus currencies (including U.S. dollars) will be freely repatriable at the
rate of exchange prevailing at the time of conversion, provided that Cyprus
income tax has been paid on, or withheld from, these payments. No Cyprus income
tax is currently applicable to holders of ordinary shares who are not residents
or citizens of Cyprus. However, we cannot assure you that a law requiring this
tax, and withholding requirements related thereto, will not be enacted in the
future. Please also see Item 10.E. "Taxation" below. Neither Cyprus law nor our
articles of association and other organizational documents limit the rights of
nonresidents or foreign owners to hold or vote the ordinary shares.



                                       24
<PAGE>

         E.       TAXATION

         DIVIDENDS

         U.S. resident shareholders of Cyprus offshore companies, such as us,
who are not residents of Cyprus, are exempt from Cypriot income tax on the
dividend income. Accordingly, there should also be no Cypriot tax withholding
with respect to dividend distributions.

         CAPITAL GAINS

         The disposal of shares of a Cyprus offshore company is not subject to
Cyprus income tax. Accordingly, there should also be no Cypriot tax withholding
with respect to gains from the disposal of shares.

         ESTATE TAXATION

         U.S. shareholders who are not domiciled in Cyprus will not be subject
to estate duty with respect to the shares of Cyprus offshore companies.

         TAX TREATY WITH THE UNITED STATES

         There is an income tax treaty between Cyprus and the United States that
addresses taxation of dividends and capital gains. However, in light of the fact
that the offshore company law exempts this type of income from taxation, the
relief provided by the treaty is not relevant to offshore companies.

         There is no estate tax treaty between Cyprus and the United States.

         F.       DIVIDENDS AND PAYING AGENTS

         Not applicable.

         G.       STATEMENT BY EXPERTS

         Not applicable.

         H.       DOCUMENTS ON DISPLAY

         We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended. In accordance with these requirements, we file
reports and other information with the Securities and Exchange Commission. These
materials, including this annual report and the exhibits thereto, may be
inspected and copied at the Commission's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at
500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 7 World Trade
Center, New York, New York 10048. Copies of the materials may be obtained from
the Public Reference Room of the Commission at 450 Fifth Street, Washington,
D.C. 20549 at prescribed rates. The public may obtain information on the
operation of the Commission's Public Reference Room by calling the Commission in
the United States at 1-800-SEC-0330. The Commission also maintains a website at
http://www.sec.gov that contains reports, proxy statements and other information
regarding registrants that file electronically with the Commission.

         I.       SUBSIDIARY INFORMATION

         Not applicable.

ITEM 11.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.



                                       25
<PAGE>

ITEM 12.          DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

         Not applicable.

PART II

ITEM 13.          DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

         Not applicable.

ITEM 14.          MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITIES HOLDERS
                  AND USE OF PROCEEDS

         Not applicable.

ITEM 15.          [RESERVED]

ITEM 16.          [RESERVED]



                                       26
<PAGE>



PART III

ITEM 17.          FINANCIAL STATEMENTS

         Not applicable. We have elected to furnish financial statements
pursuant to Item 18 below.



                                       27
<PAGE>

ITEM 18.          FINANCIAL STATEMENTS

Index to Consolidated Financial Statements of A.C.L.N. Limited

                                                                          Page

Report of Independent Auditors                                             F-2

Consolidated Balance Sheets as of December 31, 1999 and 2000               F-3

Consolidated Statements of Income for the years ended
December 31, 1998, 1999 and 2000                                           F-4

Consolidated Statements of Cash Flows for the years ended
December 31, 1998, 1999 and 2000                                           F-5

Consolidated Statement of Shareholders Equity for the years ended
December 31, 1998, 1999 and 2000                                           F-6

Notes to the Consolidated Financial Statements                             F-7



                                      F-1
<PAGE>



                          INDEPENDENT AUDITORS' REPORT


The Board of Directors
ACLN Limited


We have audited the accompanying consolidated balance sheets of ACLN Limited and
subsidiary as of December 31, 1999 and 2000 and the related consolidated
statements of income, shareholders' equity and cash flows for each of the three
years in the period ended December 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of ACLN Limited and
subsidiary as of December 31, 1999 and 2000, and the results of their operations
and cash flows for each of the three years in the period ended December 31,
2000, in conformity with accounting standards generally accepted in the United
States.




                                                          /s/ BDO International
                                                              BDO International

Nicosia, Cyprus
April 30, 2001




                                      F-2
<PAGE>

                                                    A.C.L.N. LIMITED

                                              CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                                DECEMBER 31,
                                                                                           1999                 2000
                                                                                      --------------     ---------------
ASSETS
CURRENT ASSETS:
<S>                                                                                   <C>                 <C>
   Cash and cash equivalents.............................................             $ 13,944,855        $ 56,429,678
   Cash restricted as to withdrawal......................................               63,630,117          11,291,751
   Accounts receivable...................................................                2,400,864          56,228,462
   Deferred expenses.....................................................                  261,762             440,044
FIXED ASSETS:
   Advance for vessels' construction.....................................                        -          10,000,000
   Sea vessels...........................................................                        -           5,510,000
   Furniture and fittings................................................                    5,474               4,467
   Deposits..............................................................                    5,702               5,258
                                                                                      ------------       -------------
                                                                                      $ 80,248,774       $ 139,909,660
                                                                                      ============       =============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
   Accounts payable and accruals.........................................                $ 884,541         $14,716,937
   Amounts due to related parties .......................................                   36,272              33,445
   Income taxes payable .................................................                3,012,615           5,107,144
                                                                                      ------------       -------------
                                                                                         3,933,428          19,857,526
                                                                                      ------------       -------------
COMMITMENTS
SHAREHOLDERS' EQUITY :
  Ordinary shares, stated value of C(pound) 0.01 each, 14,124,309 (1999:
  13,826,960) shares issued and outstanding..............................                  170,417             250,684
   Paid-in capital.......................................................               20,763,667          22,066,042
   Retained earnings.....................................................               55,320,409          97,668,071
   Accumulated other comprehensive income................................                   60,853              67,337
                                                                                      ------------       -------------
                  TOTAL SHAREHOLDERS' EQUITY.............................               76,315,346         120,052,134
                                                                                      ------------       -------------
                                                                                       $80,248,774        $139,909,660
                                                                                      ============       =============
</TABLE>


                                      F-3
<PAGE>


                                                    A.C.L.N. LIMITED

                                           CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                                        YEARS ENDED DECEMBER 31,
                                                                        -------------------------------------------------------
                                                                            1998                  1999                  2000
                                                                        -----------           -----------          ------------
SALES
<S>                                                                     <C>                   <C>                    <C>
Sales of automobiles.....................................                         -                     -            85,867,000
Shipping revenues........................................                81,882,368            97,538,520            82,281,920
                                                                        -----------           -----------          ------------
TOTAL REVENUES ..........................................               $81,882,368           $97,538,520          $168,148,920
                                                                        -----------           -----------          ------------
COST OF SALES
Cost of automobiles......................................                         -                     -            59,965,200
Cost of shipping revenues................................                59,698,461            69,325,373            59,275,706
                                                                        -----------           -----------          ------------
TOTAL COST OF SALES .....................................                59,698,461            69,325,373           119,240,906
                                                                        -----------           -----------          ------------
         GROSS PROFIT ...................................                22,183,907            28,213,147            48,908,014
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.............                 4,006,888             4,685,127             5,228,235
                                                                        -----------           -----------          ------------
         INCOME FROM OPERATIONS..........................                18,177,019            23,528,020            43,679,779
                                                                        -----------           -----------          ------------
OTHER INCOME (EXPENSE)
   Interest income.......................................                   100,118                46,260             1,114,650
   Interest expense......................................                     ( 15)                     -                     -
                                                                        -----------           -----------          ------------
                                                                            100,103                46,260             1,114,650
                                                                        -----------           -----------          ------------
INCOME BEFORE INCOME TAXES...............................                18,277,122            23,574,280            44,794,429
INCOME TAXES.............................................                   862,124             1,362,548             2,369,911
                                                                        -----------           -----------          ------------
NET INCOME...............................................                17,414,998            22,211,732            42,424,518
                                                                        -----------           -----------          ------------
OTHER COMPREHENSIVE INCOME (LOSS):
   FOREIGN CURRENCY TRANSLATION ADJUSTMENTS..............                    73,682                31,293                 6,484
                                                                        -----------           -----------          ------------
COMPREHENSIVE INCOME.....................................               $17,488,680           $22,243,025           $42,431,002
                                                                        ===========           ===========          ============
NET INCOME PER SHARE - BASIC.............................                   $  1.47               $  1.70               $  3.03
                                                                        ===========           ===========          ============
NET INCOME PER SHARE - DILUTED...........................                   $  1.46               $  1.68               $  2.91
                                                                        ===========           ===========          ============
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC..............                11,875,000            13,058,964            13,988,683
                                                                        ===========           ===========          ============
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED............                11,898,013            13,259,575            14,585,087
                                                                        ===========           ===========          ============

</TABLE>


                                      F-4
<PAGE>


                                                 A.C.L.N. LIMITED

                                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY



<TABLE>
<CAPTION>
                                                                                                    ACCUMULATED
                                                                        PAID-IN       RETAINED         OTHER
                                                 CAPITAL STOCK          CAPITAL       EARNINGS     COMPREHENSIVE
                                            -----------------------    -----------  ------------       INCOME           TOTAL
                                                NUMBER       AMOUNT
<S>                                          <C>           <C>          <C>          <C>                 <C>          <C>
Balance December 31, 1997............        7,000,000     $135,790     $2,709,635   $15,693,679         $(44,122)    $18,494,982
Net income...........................                             -              -    17,414,998                 -     17,414,998
Net proceeds from the public offering of
shares (net of offering expenses of
$1,445,000)..........................        1,200,000       22,680     10,532,320             -                 -     10,555,000
Stock options issued for services....                             -        150,000             -                 -        150,000
Cumulative translation adjustment....                             -              -             -            73,682         73,682
                                            ----------     --------    -----------   -----------         ---------    -----------
Balance December 31, 1998............        8,200,000     $158,470    $13,391,955   $33,108,677           $29,560    $46,688,662

Net income...........................                                                 22,211,732                       22,211,732
Net proceeds from a private placement of
shares (net of offering expenses of
$861,539)............................          649,254       11,947      7,291,712                                      7,303,659
Stock options issued for services....                                       80,000                                         80,000
Cumulative translation adjustment....                                                                       31,293         31,293
                                            ----------     --------    -----------   -----------         ---------    -----------
Balance December 31, 1999............        8,849,254     $170,417    $20,763,667   $55,320,409           $60,853    $76,315,346
Net income...........................                -            -              -    42,424,518                       42,424,518
Stock split (5:4) on May 18, 2000....        2,229,747       34,783              -      (34,783)                 -              -
Exercise of options and warrants.....          221,571        3,411      1,270,750             -                 -      1,274,161
Stock split (5:4) on September 19, 2000      2,823,737       42,073              -      (42,073)                 -              -
Stock options issued for services....                -            -         31,625             -                 -         31,625
Cumulative translation adjustment....                -            -              -             -             6,484          6,484
                                            ----------     --------    -----------   -----------         ---------    -----------
Balance December 31, 2000............       14,124,309     $250,684    $22,066,042   $97,668,071           $67,337   $120,052,134
                                            ==========     ========    ===========   ===========         =========    ===========
</TABLE>


                                      F-5
<PAGE>
<TABLE>
<CAPTION>


                                                    A.C.L.N. LIMITED

                                         CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                        YEARS ENDED DECEMBER 31,
                                                                               ------------------------------------------------
                                                                                  1998              1999               2000
                                                                               -----------        -----------       -----------
<S>                                                                           <C>                <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income.......................................................           $17,414,998        $22,211,732       $42,424,518
   Adjustments to reconcile net income to net cash provided by
      operating activities
         Depreciation...............................................                     -                672           491,007
         Stock issued for services..................................               150,000             80,000            31,625
         Changes in assets and liabilities:
            Cash restricted as to withdrawal........................          (17,972,001)       (27,271,837)        52,338,366
            Accounts receivable.....................................               243,192          (880,859)      (53,820,670)
            Deferred expenses.......................................             1,103,180          (261,762)         (178,282)
            Accounts payable and accruals...........................           (1,089,991)            368,230        13,832,396
            Amounts due to related parties..........................              (37,582)            (5,632)           (2,827)
            Income taxes payable....................................               861,361          1,141,848         2,094,529
                                                                             -------------      -------------      ------------
               NET CASH PROVIDED (USED IN) BY OPERATING ACTIVITIES..               673,157        (4,617,608)        57,210,662
                                                                             -------------      -------------      ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
                                                                             -------------      -------------      ------------
   Payment of advance for vessel construction.......................                     -                  -      (10,000,000)
   Purchase of fixed assets.........................................                     -            (6,146)      ( 6,000,000)
                                                                             -------------      -------------      ------------
               NET CASH USED IN INVESTING ACTIVITIES................                     -            (6,146)      (16,000,000)
                                                                             -------------      -------------      ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Exercise of option and warrants..................................                     -                  -         1,274,161
   Capital contribution.............................................            10,555,000          7,303,659                 -
                                                                             -------------      -------------      ------------
               NET CASH PROVIDED BY FINANCING ACTIVITIES............            10,555,000          7,303,659         1,274,161
                                                                             -------------      -------------      ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS...........................            11,228,157          2,679,905        42,484,823
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD......................                36,793         11,264,950        13,944,855
                                                                             -------------      -------------      ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD............................           $11,264,950        $13,944,855       $56,429,678
                                                                             =============      =============      ============
SUPPLEMENTAL CASH FLOW INFORMATION:
   Income taxes paid................................................             $       -           $189,107       $   275,382
   Interest paid....................................................             $      15           $      -       $         -
   Interest received................................................             $ 100,118           $ 46,260       $ 1,114,650
                                                                             =============      =============      ============
</TABLE>


                                      F-6
<PAGE>


                                A.C.L.N. LIMITED

                          NOTES TO FINANCIAL STATEMENTS

1. INCEPTION AND PRINCIPAL ACTIVITIES

ACLN Limited was incorporated on February 16, 1993 in Cyprus as Hemswell
Holdings Co Limited and later changed its name to ACLN Limited. It remained
dormant until January 1, 1995, when it acquired Compagnie Labiad de Navigation
S.A.M., a company incorporated in Monaco. The principal activity of the group is
the operation of liner services for the transport of cargo. During the year the
Company commenced a new line of business of selling new automobiles to markets
in North Africa.

2. SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation

The accompanying consolidated financial statements include the accounts of ACLN
Limited and its wholly-owned subsidiary, Compagnie Labiad de Navigation S.A.M.
(collectively, the "Company"). All significant intercompany transactions have
been eliminated. The financial statements have been prepared on the basis of
accounting principles generally accepted in the United States.

     Stock Splits

On May 18, 2000, the Company effected a 5 for 4 and on September 19, 2000, a
further 5 for 4 stock split of its ordinary shares. All per share amounts have
been retroactively restated to reflect the effect of these stock splits.

     Revenue Recognition

The Company is a facilitator of cargo transport and a seller of automobiles,
which are shipped to destinations abroad, and sales are recorded at the time the
shipment is completed.


                                      F-7
<PAGE>

                                A.C.L.N. LIMITED

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

     Concentrations of Credit Risk/Cash Restricted as to Withdrawal

The Company's credit risk with respect to the trade receivables arising as a
result of sales of new automobiles is evaluated on a specific customer basis.

The Company's trade accounts receivable with respect to the "freight collect"
system employed by the Company prior to 2000, are collected on its behalf by
shipping agents in the port of destination prior to the release of the
automobile to the customer. Accordingly, the credit risk from individual
automobile shippers is considered to be minimal. The shipping agents deposit the
proceeds for the benefit of the Company with the local central banking system.
These amounts are classified as Cash Restricted as to Withdrawal in the
accompanying balance sheet. The funds are transferred to the Company's bank
accounts at the completion of processing by the central banking system in
accordance with local currency exchange regulations. Cash Restricted as to
Withdrawal deposited with the central banks on behalf of the Company by country
are as follows:

<TABLE>
<CAPTION>
                                                        DECEMBER 31,
                                           ----------------------------------
COUNTRY                                          1999                 2000
------                                     --------------        ------------
<S>                                          <C>                      <C>
Angola...............................       $ 7,608,132           $         -
Egypt................................         6,707,988                     -
Guinea...............................        13,536,832                     -
Nigeria..............................         8,708,277                     -
Tunisia..............................        25,474,021            11,291,811
Benin................................         1,594,867                     -
                                            $63,630,117           $11,291,811
</TABLE>

The Company assesses the credit worthiness of shipping agents prior to entering
into agency contracts. The Company also evaluates the reliability of the central
banking systems and the political stability of countries in which it does
business prior to arranging a voyage.

Commencing in 2000, shipping fees in most of the sales are pre-paid by the
purchaser upon placing of the order along with the purchase price. The Company
uses the services of a Belgian company (see note 4 on Related Party
Transactions) that is acting as the general agent responsible for collecting the
freight from the various agents.

      Allowance for Bad Debts

In the normal course of business, the Company rarely has accounts receivable
collectibility problems. The Company established an allowance for bad debts
against accounts receivable in connection with special automobile transport
contracts entered into in 1995 and before, for which the Company had not
received payment. A substantial part of these amounts was collected during 1999.
The balance was written off as bad debts.


                                      F-8
<PAGE>
                                A.C.L.N. LIMITED

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

     Deferred Expenses

Direct costs of shipping revenue are deferred until shipment is complete and
revenue is recognized.

     Taxation

The provision for income taxes is computed on pretax income based on the current
tax law of the relevant tax jurisdiction. Deferred income taxes are recognized
for the tax consequences in future years of differences between the tax basis of
assets and liabilities and their financial reporting amounts at each year-end
based on enacted tax laws and statutory tax rates.

     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 of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

     Fair Value of Financial Instruments

The fair value of financial instruments including cash and cash equivalents,
cash restricted as to withdrawal, accounts receivable, accounts payable and
income taxes payable approximates the carrying value because of the short term
nature of these financial instruments. The fair value of amounts due to related
parties cannot be determined because of the nature of the terms.

     Stock Option Plan

The Company follows Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" ("APB 25") and related Interpretations in accounting
for its employee stock options. Under APB 25, for options issued to employees,
compensation expense is recorded for the excess of market price of the Company's
ordinary shares over the exercise price as of the grant date. Options granted to
non-employees are recorded at fair value.


                                      F-9
<PAGE>
                                A.C.L.N. LIMITED

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

     Foreign Currency Translation

Transactions in foreign currencies are recorded using the rate ruling at the
date of the transaction. Monetary assets and liabilities denominated in foreign
currencies are translated at the rate of exchange ruling at the balance sheet
date. Gains and losses are recorded in the statement of income.

For consolidation purposes, assets and liabilities of subsidiaries denominated
in foreign currencies are translated into the reporting currency using the rate
at the balance sheet date. The statements of income are translated using average
rates in effect during the year. Translation adjustments are recorded in a
separate component of stockholders' equity.

     Cash and Cash Equivalents

For purposes of the consolidated balance sheets and the statements of cash
flows, the Company considers all highly liquid investments having original
maturities of three months or less as cash equivalents.

     Earnings Per Share

Net income per share is computed using net income and the weighted average
number of shares outstanding considering the 7 for 1 stock
split/recapitalization issue effected in December, 1997, the 5 for 4 stock split
effected in May 2000 and the 5 for 4 split effected in September 2000. All per
share amounts have been retroactively restated to reflect the effects of this
share transaction.

Basic earnings per share includes no dilution and is computed by dividing income
available to common shareholders by the weighted average number of common shares
outstanding for the period. Diluted earnings per share reflect, in periods in
which they have a dilutive effect, the effect of common shares issuable upon
exercise of stock options and warrants. As required by the Statement, all
periods presented have been restated to comply with the provisions of SFAS No.
128.

A reconciliation of shares used in calculating basic and diluted earnings per
ordinary share follows.

<TABLE>
<CAPTION>
                                                                                    DECEMBER 31,
                                                                             --------------------------
                                                                                1999           2000
                                                                             ----------     -----------
<S>                                                                          <C>            <C>
         Basic........................................................       13,058,964     13,988,683
         Effect of assumed conversion of stock options and warrants...          200,611        596,404
                                                                           -------------   -------------
         Diluted.....................................................        13,259,575     14,585,087
                                                                           =============   =============
</TABLE>


                                      F-10
<PAGE>

                                A.C.L.N. LIMITED

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

     Effect of Recently Issued Accounting Standards

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivatives and
Hedging Activities" ("SFAS No. 133"), which establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts (collectively referred to as derivatives), and for
hedging activities. SFAS No. 133, as amended by SFAS Nos. 137 and 138, is
effective for all fiscal years beginning after June 15, 2000. The adoption of
this statement will not have a significant impact on the Company's results of
operations or financial position.

In December 1999, the SEC issued SAB No. 101, "Revenue Recognition in Financial
Statements". SAB 101 summarizes certain of the SEC's views in applying
accounting principles generally accepted in the United States to revenue
recognition in financial statements. SAB 101 was adopted in 2000 and had no
material impact on the Company's revenue recognition policy.

3. TAXATION

Current income tax expense is comprised of the following:

<TABLE>
<CAPTION>
                                              YEAR ENDED DECEMBER 31,
                                ---------------------------------------------
                                  1998             1999               2000
                                --------        ----------         ----------
<S>                             <C>             <C>                <C>
Cyprus......................    $861,361        $1,362,548         $2,369,911
Monaco......................         763                -                  -
                              ------------      ------------      -------------
                                $862,124        $1,362,548         $2,369,911
                              ============      ============      =============

The difference between the statutory tax rates and the effective tax rates
resulted from the following:
                                             YEAR ENDED DECEMBER 31,
                                ---------------------------------------------
                                  1998             1999               2000
                                --------        ----------         ----------
Tax at statutory rate
 (Monaco 33%; Cyprus 4.25%)..   $783,818        $1,007,459         $1,916,898
Penalties and other..........     78,306           355,089            453,013
                              ------------      ------------      -------------
                                $862,124        $1,362,548         $2,369,911
                              ============      ============      =============
</TABLE>


                                      F-11
<PAGE>

                                A.C.L.N. LIMITED

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

4. RELATED PARTY TRANSACTIONS

A Director of the Company served as Senior Managing Director and Director of the
West Coast operations of Spencer Trask Securities, Inc., which acted as the
placement agent during the Private Placement of the Company's shares that took
place in October 1999. Notwithstanding this relationship, the Board of Directors
believes that the terms of the offering were at least as favorable as could be
obtained from an unaffiliated third party.

A Director of the Company is a member of the United States counsel to the
Company.

The Company contracts for the use of dockworkers or similar port personnel in
Antwerp from a local port company. The outstanding capital stock of this company
is beneficially owned by the Chairman of the Board of Directors of the Company.
This company also provides the Company with office space in Antwerp as part of
the per vehicle fee paid by the Company. This company is also acting as the
general agent responsible for collecting the freight from the various agents
under the "pre-paid" system employed by the Company commencing in 2000.
Notwithstanding this relationship, the Company believes that the terms of
services provided by this company are at least as favorable as could be obtained
from an unaffiliated third party. The total amount of fees paid to this company
was $4,563,148, $5,402,328 and $5,185,172 for the years ended December 31, 1998,
1999 and 2000, respectively.

5. COMMITMENTS

The Company has entered into an employment agreement with Joseph Bisschops
pursuant to which Mr. Bisschops has agreed to serve as Chairman of the Board of
Directors of the Company, through December 31, 2000. The contract is cancellable
by either party with three month's notice. The agreement provides for a base
salary of $200,000 per annum through the termination of such agreement. The
contract is automatically renewable under similar terms.

The Company has entered into an employment agreement with Alex de Ridder
pursuant to which Mr. De Ridder has agreed to serve as Vice President, Chief
Financial Officer and Director (Principal Financial and Accounting Officer) of
the Company, through December 31, 2002. The contract is cancellable by either
party with three month's notice. The agreement provides for a base salary of
$130,000 per annum.

The Company has entered into an employment agreement with Aldo Labiad pursuant
to which Mr. Labiad has agreed to serve as President, Chief Executive Officer
and Operating Officer, and a Managing Director of the Company during the period
from July 1, 1998 through December 31, 2002. The agreement provides for a base
salary of $200,000 per annum.

The Company has entered into an employment agreement with Christian Payne
pursuant to which Mr. Payne has agreed to serve as Vice President of Finance and
Investor Relations of the Company starting on April 20, 1999. The agreement
provides for a base salary of $100,000 per annum. Mr. Payne's services were
terminated on January 31, 2000 and recommenced in January 2001. A contract for
his current services has not yet been agreed.


                                      F-12
<PAGE>
                                A.C.L.N. LIMITED

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Directors who are not officers of the Company are entitled to receive annual
fees of $15,000, and the Chairman of the Audit Committee (currently Charles
Brock) is entitled to receive and additional fee of $2,000 per month.

6. GEOGRAPHICAL INFORMATION

The Company's revenues result from the shipment of automobiles from Antwerp,
Belgium billed to shipping agents located in various destination ports and from
the sales of new automobiles to destinations in North Africa. Sales by region of
destination are as follows:

<TABLE>
<CAPTION>
                                            YEARS ENDED DECEMBER 31,
                                 ----------------------------------------------
                                   1998              1999               2000
                                 -----------       -----------     ------------
<S>                              <C>               <C>              <C>
North Africa.................    $38,400,000       $51,400,000     $ 77,700,000
Middle East..................     10,900,000         7,300,000            -
West Africa..................     32,600,000        38,800,000       90,500,000
                                 -----------       -----------     ------------
                                 $81,900,000       $97,500,000     $168,200,000
                                 ===========       ===========     ============
</TABLE>


7. SEGMENTAL REPORTING

The Company has two reportable segments: operation of liner services for the
transport of cargo and selling of new cars. Required disclosures with respect to
each segment for the year ended December 31, 2000 is as follows:

<TABLE>
<CAPTION>
                             LINER           AUTOMOBILE
                            SERVICES            SALES            TOTAL
                              US$                US$               US$
<S>                       <C>               <C>              <C>

Sales..................    82,281,920        85,867,000      168,148,920
                          ===========       ===========     ============
Gross profit...........    23,006,214        25,901,800       48,908,014
Operating expenses.....    (2,558,382)       (2,669,853)      (5,228,235)
Interest income........       545,442           569,208        1,114,650
                          -----------       -----------     ------------
Pre-tax income.........    20,993,274        23,801,155       44,794,429
                          ===========       ===========     ============
Total assets...........   105,787,660        34,122,000      139,909,660
                          ===========       ===========     ============
</TABLE>

Comparative information for the year ended December 31, 1999 is not applicable
because the automobile sales segment began operations in March 2000.

8. PURCHASE OF VESSEL

During the year 2000 the Company acquired M/V Emerald Bay, a second hand vessel,
which was later renamed to M/V Sea Atef, for a total purchase price of
US$6,000,000. The depreciation rate used to write-off the cost of this vessel is
20% per annum after taking into account its residual value, which has been
estimated to be US$1,800,000. In addition the company has paid US$10,000,000 as
an advance towards the purchase of two more new vessels, the total cost of which
is expected to be US$50,000,000. Completion date for the first vessel is
estimated to be March 2002 and for the second, June 2003.




                                      F-13
<PAGE>
                                A.C.L.N. LIMITED

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

9. PRIVATE PLACEMENT

On October 1, 1999, the Company participated in a private placement in the
United States with net proceeds to the Company of $7,303,659.

In connection with the private placement the Company issued 95,352 warrants to
purchase the Company's ordinary shares at $8.56 per share and a further 95,352
warrants to purchase the Company's shares at $12.84 per share. The total of
190,704 warrants is exercisable through September 24, 2004. During the year a
total of 75,564 warrants were exercised. All amounts reflect the effect of the
two 5 for 4 stock splits by the company on May 18, 2000 and September 19, 2000.

Also, in connection with the Company's initial public offering in July 1998, the
Company issued 190,625 warrants to purchase Company stock at $10.56 per share
exercisable through June 26, 2003. During the year a total of 193,035 warrants
were exercised.

10. STOCK OPTION PLAN

In March 1998, the Company adopted a stock option plan (the "Plan") which
provides for the grant of options to purchase up to 1,093,750 ordinary shares to
employees, officers, directors and consultants of the Company. Options may be
either "incentive stock options" within the meaning of the Internal Revenue
Code, or non-qualified options. Incentive stock options may be granted only to
employees of the Company, while non-qualified options may be issued to
non-employee directors, consultants and others, as well as to employees of the
Company.

During 1998, the Company entered into an agreement with a consultant to issue
75,000 options at $4.96, based on the then current market price on the date of
the agreement, that vested over a period ending June 1999. As of December 31,
1999, 75,000 of these options were exercisable. In connection with that
agreement, the Company recorded an expense of $150,000 and $80,000 based on the
fair value of the options granted and earned in 1998 and 1999 respectively. None
of these options have been exercised as at the date of these financial
statements.

During 2000, the Company entered into an agreement with a consultant to issue
12,500 options at $27.15, based on the then current market price on the date of
the agreement, that vested over a period ending July, 2002. As of December 31,
2000, all of these options were exercisable. In connection with that agreement,
the Company recorded an expense of $31,625 based on the fair value of the
options granted and earned in 2000. None of these options have been exercised as
at the date of these financial statements.

During 1999, options exercisable for an aggregate of 437,500 ordinary shares
were granted under the Plan to employees of the Company, of which options
exercisable for an aggregate of 312,500 ordinary shares were granted to Michael
Doherty at an exercise price of $3.84, options exercisable for an aggregate of
78,125 ordinary shares were granted to Christian Payne at an exercise price of
$6.64, and options exercisable for an aggregate of 46,875 ordinary shares were
granted to Earl Gould at an exercise price of $6.64. Of these, 78,125 options
have been exercised by Michael Doherty, 78,125 options have been exercised by
Christian Payne and 31,250 options have been


                                      F-14
<PAGE>
                                A.C.L.N. LIMITED

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

exercised by Earl Gould.

During 2000, options exercisable for an aggregate of 390,625 ordinary shares
have been granted under the Plan to employees of the Company, of which options
exercisable for an aggregate of 312,500 ordinary shares were granted to Michael
Doherty at an exercise price of $11.52 and options exercisable for an aggregate
of 78,125 ordinary shares were granted to Alex Vancauwenberg at an exercise
price of $11.52. None of these options have been exercised as at the date of
these financial statements.



                                      F-15
<PAGE>
                                A.C.L.N. LIMITED

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The Company applies Accounting Principles Board ("APB") Opinion 25, "Accounting
for Stock Issued to Employees", and related Interpretations in accounting for
the Plan. Under APB Opinion 25, no compensation cost is recognised if the
exercise price of the Company's employee stock options is equal to or greater
than the market price of the underlying stock on the date of the grant.

Statement of Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting
for Stock-Based Compensation", requires the Company to provide pro forma
information regarding net income and earnings per share as if compensation cost
for the Company's stock option plan had been determined in accordance with the
fair value method prescribed by SFAS 123. The Company estimates the fair value
of each stock option at the grant date by using the Black-Scholes
options-pricing model with the following weighted-average assumptions for
options granted in 2000: no dividends paid for the year; expected volatility of
65.6% (1999: 45.8%); risk-free interest rate of 6.53% (1999:5.01%) and expected
life of 9.5 (1999: 9.5) years.

Under the provisions of SFAS No. 123, the Company's income from continuing
operations available to common shareholders and its basic and diluted earnings
per share would have decreased to the pro forma amounts indicated below:

<TABLE>
<CAPTION>

                                                     YEAR ENDED DECEMBER 31,
                                                 ------------------------------
                                                    1999                2000
                                                 -----------        -----------
 <S>                                             <C>                <C>
  Income from continuing operations available
  to common shareholders:
        As reported............................. $22,211,732       $42,424,518
        Pro forma............................... $21,438,530       $38,882,778
  Basic earnings per share:
         As reported............................       $2.66             $3.03
         Pro forma..............................       $2.57             $2.78
  Diluted earnings per share:
         As reported............................       $2.62             $2.91
         Pro forma..............................       $2.53             $2.67
</TABLE>


                                      F-16
<PAGE>

                                A.C.L.N. LIMITED

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The following table contains information on stock options for the year ended
December 31, 2000.

<TABLE>
<CAPTION>

                                                                       WEIGHTED
                                                  EXERCISE PRICE       AVERAGE
                                       OPTION     RANGE PER            EXERCISE
                                       SHARES     SHARE ($)            PRICE ($)
                                     ---------    ---------------      ----------
<S>                                 <C>                  <C>             <C>
  Outstanding, December 31, 1998....    75,000               4.96          4.96
  Granted...........................   437,500       3.84 to 6.64          4.64
                                     ---------
  Outstanding, December 31, 1999....   512,500               4.96          4.96
  Granted...........................   390,625              11.52         11.52
  Exercised......................... (165,625)       3.84 to 6.64          4.64
  Granted...........................    12,500              27.15         27.15
                                     ---------
  Outstanding, December 31, 2000....   750,000      3.84 to 27.15          8.42
                                     =========
</TABLE>


The weighted average fair value of options granted was $9.07 and $5.27 in 2000
and 1999, respectively.

The following table summarises information about stock options outstanding and
exercisable at December 31, 2000:


<TABLE>
<CAPTION>
                                         WEIGHTED      WEIGHTED                      WEIGHTED
                                         AVERAGE       AVERAGE                       AVERAGE
   RANGE OF                              REMAINING     EXERCISE                      EXERCISE
 EXERCISE PRICES                        CONTRACTUAL     PRICE                         PRICE
         ($)           OUTSTANDING      LIFE (YEARS)     ($)        EXERCISABLE         ($)
         <S>             <C>               <C>          <C>          <C>             <C>
            3.84          250,000           8.39         3.84         250,000         3.840
            4.96           75,000           8.56         4.96          75,000          4.96
            6.64           21,875           8.60         6.64          21,875          6.64
           11.52          390,625           9.50        11.52         390,625         11.52
           27.15           12,500           9.50        27.15          12,500         27.15
                         ----------                                  ---------
   3.84 to 27.15          750,000                                     750,000
                         ==========                                  =========
</TABLE>

There were remaining options available for issuance under the Plan as of
December 31, 2000 equal to 178,125.

All share and per share amounts reflect the effect of the 5 for 4 stock splits
effected on May 18, 2000 and September 19, 2000.


                                      F-17
<PAGE>

ITEM 19. EXHIBITS

Exhibit
Number            Description of Exhibit

1.1*              Articles of Association
1.2*              Memorandum of Association
1.3*              Certificate of Change of Name of the Registrant
4.1*              1998 Stock Option Plan
4.2*              Employment Agreement between Joseph J. H. Bisschops and the
                  registrant
4.3*              Employment Agreement between Alex de Ridder and the registrant
4.4*              Employment Agreement between Aldo Labiad and the registrant
4.5*              Agreement among the registrant, Aldo Labiad, Joseph J.H.
                  Bisschops, Griffin Capital Management Corp., First Diablo
                  Inc., and Diablo Acquisition Corp.
4.6               Employment Agreement between Christian Payne and the
                  registrant
8.1               Subsidiary of the registrant
10.1              Consent of BDO International to the incorporation by reference
                  in the previously filed registration statement on Form S-8 of
                  its reports relating to consolidated financial statements of
                  the registrant included in this annual report
10.2              Financial Statement Schedule II: Valuation and Qualifying
                  Accounts


*    Incorporated herein by reference to the registration statement on Form F-1
     (Registration Statement No. 333-8052) first filed on December 5, 1997





                                       28
<PAGE>

                                   SIGNATURES

         The registrant hereby certifies that it meets all of the requirements
for filing on Form 20-F and that it has duly caused and authorized the
undersigned to sign this annual report on its behalf.

                                                 A.C.L.N. LIMITED




                                                          /s/ illegible
                                                          ----------------------
                                                 Name:    Joseph J. H. Bisschops
                                                 Title:   Chairman of the Board




Date: June 27, 2001



                                       29
<PAGE>



                                INDEX TO EXHIBITS

Exhibit
Number            Description of Exhibit

1.1*              Articles of Association
1.2*              Memorandum of Association
1.3*              Certificate of Change of Name of the Registrant
4.1*              1998 Stock Option Plan
4.2*              Employment Agreement between Joseph J. H. Bisschops and the
                  registrant
4.3*              Employment Agreement between Alex de Ridder and the registrant
4.4*              Employment Agreement between Aldo Labiad and the registrant
4.5*              Agreement among the registrant, Aldo Labiad, Joseph J.H.
                  Bisschops, Griffin Capital Management Corp., First Diablo
                  Inc., and Diablo Acquisition Corp.
4.6               Employment Agreement between Christian Payne and the
                  registrant
8.1               Subsidiary of the registrant
10.1              Consent of BDO International to the incorporation by
                  reference in the previously filed registration statement on
                  Form S-8 of its reports relating to consolidated financial
                  statements of the registrant included in this annual report
10.2              Financial Statement Schedule II: Valuation and Qualifying
                  Accounts


*    Incorporated herein by reference to the registration statement on Form F-1
     (Registration Statement No. 333-8052) first filed on December 5, 1997




                                       30