<PAGE>   1
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-KSB

(Mark One)

[X]         ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
            ACT OF 1934 (NO FEE REQUIRED)

            For the fiscal year ended December 31, 1999

[ ]         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

            For the transition period from                      to

                          COMMISSION FILE NO. 0-16530

                       FINANCIAL PERFORMANCE CORPORATION
                 (Name of small business issuer in its charter)

<TABLE>
<CAPTION>
           NEW YORK                                                           13-3236325
-------------------------------                                        ----------------------
<S>                                                                    <C>
(State or Other Jurisdiction of                                        (I.R.S. Employer
Incorporation or Organization)                                         Identification No.)
</TABLE>

                               335 MADISON AVENUE
                            NEW YORK, NEW YORK 10017
          (Address of principal executive offices, including zip code)

                                 (212) 557-0401
                          (Issuer's telephone number)

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

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

                         COMMON STOCK, $0.01 PAR VALUE
                                (Title of class)

            Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

             Yes   X     No
                ------

            Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]

            Issuer's revenues for the fiscal year ended December 31, 1999 were
$12,269,351.

            The aggregate market value of the voting stock (Common Stock) held
by non-affiliates of the registrant on March 14, 2000 was approximately
$41,550,000, based on the volume-weighted average price of such stock on such
date, as reported by the OTC Bulletin Board.

            The number of shares outstanding of each of the issuer's classes of
common equity, as of March 14, 2000, was: 10,921,534 shares of Common Stock,
$0.01 par value.

            DOCUMENTS INCORPORATED BY REFERENCE    None.

            Transitional Small Business Disclosure Format:  Yes         No    X
                                                               ------     -----






<PAGE>   2





                       FINANCIAL PERFORMANCE CORPORATION
                          ANNUAL REPORT ON FORM 10-KSB
                               TABLE OF CONTENTS

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

            ITEM 1 - DESCRIPTION OF BUSINESS .............................    1
            ITEM 2 - DESCRIPTION OF PROPERTY .............................    6
            ITEM 3 - LEGAL PROCEEDINGS ...................................    6
            ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF
                        SECURITY HOLDERS ..................................   6

PART II

            ITEM 5  - MARKET FOR COMMON EQUITY AND RELATED
                        STOCKHOLDER MATTERS ...............................   7
            ITEM 6  - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                        FINANCIAL CONDITION AND RESULTS OF
                        OPERATIONS ........................................   8
            ITEM 7  - FINANCIAL STATEMENTS ................................  14
            ITEM 8  - CHANGES IN AND DISAGREEMENTS WITH
                        ACCOUNTANTS ON ACCOUNTING AND
                        FINANCIAL DISCLOSURE ..............................  14

PART III

            ITEM 9  - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
                        AND CONTROL PERSONS; COMPLIANCE WITH
                        SECTION 16(A) OF THE EXCHANGE ACT .................  15
            ITEM 10 - EXECUTIVE COMPENSATION ..............................  18
            ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                        OWNERS AND MANAGEMENT .............................  24
            ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED
                        TRANSACTIONS ......................................  26
            ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K ....................  29

FINANCIAL STATEMENTS ...................................................... F-1
</TABLE>


                                       (i)

<PAGE>   3



                                     PART I



ITEM 1 --  DESCRIPTION OF BUSINESS

INTRODUCTION

            Financial Performance Corporation (which we may also refer to as
the "Company" or "FPC") is a holding company that operates through its
subsidiaries. Through our subsidiary, Michaelson Kelbick Partners, Inc. (which
we refer to as "MKP"), we provide communications consulting services to the
financial services industry, particularly with respect to communications
concerning mergers and other business combinations. Bank merger communications
accounts for approximately 85% of MKP's revenues. MKP also provides marketing,
planning and communications strategies, sales promotion and direct mail
services.

            Through our recently acquired subsidiary, iMapData.com, Inc.,
(which we refer to as "iMapData.com"), we provide business-to-business clients
with convenient access via digital computer software to competitive marketing
and economic data on a secure proprietary website. iMapData.com employs a vast
array of information to produce its analyses, mining and merging the data to
create proprietary information using software that allows users to digitally
visualize data based on algorithms that it has developed over many years.
iMapData.com's customized databases cover 1,005 industries; enable clients to
view submarkets unique to their industry; display the competitors, customers
and suppliers in a given industry; and overlay and correlate all this
information in simple and meaningful ways -- all in real time.

            From time to time, we may seek acquisitions or business
combinations within or outside the financial services industry that we believe
are strategic and will provide growth opportunities for the Company. We are
implementing a new business strategy in which we will also focus on
Internet-related businesses and services aimed at the business-to-business
market. We may fund such acquisitions through the issuance of stock or with
cash, or a combination. If we identify an appropriate acquisition candidate, we
may need to seek additional financing. We cannot assure you that we will be
able to successfully integrate any new acquisition.

            In November 1999, in connection with the purchase of the Company's
common stock from Robert Trump by Jeffrey Silverman and Ronald Nash, we named
Messrs. Silverman and Nash as directors of the Company. On January 12, 2000,
Mr. Silverman was named our Chairman and Chief Executive Officer and Mr. Nash
was named our President.




<PAGE>   4

MERGER COMMUNICATIONS SERVICES OF MKP

            In October 1994, together with Susan Michaelson and Hillary
Kelbick, we formed MKP. We own 80% of the outstanding equity of MKP and each of
Ms. Michaelson and Ms. Kelbick owns 10% of the outstanding equity of MKP.
During the five most recent fiscal years ended September 30, 1995, 1996, and
1997 and December 31, 1998 and 1999, MKP accounted for all of our consolidated
revenues.

            Ms. Michaelson and Ms. Kelbick have over 34 years of combined
experience in financial services marketing. They have managed over 50 merger
communications and other projects for banks. They were both formerly employed
as Senior Vice Presidents by Wilcox Associates in New York City where they were
primarily responsible for the planning, development and execution of marketing
communications projects for numerous financial institutions.

            MKP's first two major merger assignments were the First Union/First
Fidelity merger and the Bank of Boston/Bay Bank merger. MKP was the sole merger
communications firm involved in these mergers. Since its formation, MKP has
also performed services for various other banking institutions, including First
Union Corporation, Chase Manhattan Bank, BankBoston, The Dime Savings Bank of
New York, Fleet Financial Group, The CIT Group, and PNC Bank. MKP has also been
involved with the First Union/Signet Bank merger and received a "Future Bank
Initiative" assignment from First Union National Bank. This assignment was
awarded to MKP by First Union National Bank based upon MKP's expertise in the
banking industry and involved designing and implementing communications with
the bank's customers which describe the bank's products and services. In 1997,
MKP received the Vendor of the Year Award from First Union National Bank, which
is presented to the vendor that has had a major positive impact on First Union
National Bank for the year in question. Only one such award was presented by
First Union National Bank in 1997.

            The merger communications projects which MKP undertakes involve
planning, strategizing, managing and executing customer communications in
support of merger related events, including:

            -      Systems conversions;

            -      Product consolidations;

            -      Price changes; and

            -      Branch closings.

            Merger Communications Services.  MKP's merger communications
            services include:

            -      Business strategies and marketing planning;

            -      Advisory services: impact assessments by product, service
                   and customer group;

            -      Data processing: data sources and customer account file
                   integration;

            -      Communications development and execution: comprehensive
                   layouts, pre-press production, mail file development, print
                   and mail production;

            -      Project management, including milestones and budgets;


                                       2


<PAGE>   5

            -      File collapse methodology (definition of the customer); and

            -      Regulatory requirements for disclosure.

            Data Management.  MKP's data management services include:

            -      Planning.  Includes defining the communications
                   requirements, including product/account types, file
                   integration and merge/purge requirements and level of
                   personalization required.

            -      Data Source(s) and External Suppliers. MKP advises
                   clients on advantageous data source(s) for each project
                   (i.e., operating systems, CIF or a combination thereof).
                   In addition, MKP can assist in assessing internal and
                   external data processing requirements.

            -      Tape Specifications.  Includes definition of tape formats,
                   record information, and all file coding required for data
                   integration and the customization of messages.

            -      Customer Mail File Development.  Includes development of
                   specifications and procedures for record selection, file
                   clean-up programming, merge/purge and file verification.

            -      Verification/Quality Control. Includes development of
                   detailed procedures to ensure that counts are correct
                   (all records are accounted for), established procedures
                   are followed, all programming steps are verified and
                   exceptions are identified and properly handled.

            MKP Quality Control. As MKP works to develop concepts and
strategies for our clients, MKP confirms that the concepts and strategies which
are developed can be properly executed. MKP adheres to strict quality control
procedures and uses numerous quality control/verification checks in this
process, including the following:

            -      Developing tape specifications and mail house
                   instructions (before tape is cut);

            -      Initial tape verification (immediately upon receipt of
                   tape);

            -      File clean-up verification;

            -      Merge/purge verification;

            -      Verification of programmed data, including copy block
                   assignment and line count;

            -      Account number verifications; and

            -      Verification of live laser proofs.

            Data Management/Quality Control. MKP has significant experience in
developing systems for customizing data processing and programming verification
in order to ensure quality control integrity of each merger project. MKP
assembles and manages both internal and external resources in support of
large-scale, complex projects.


                                       3

<PAGE>   6

BACKGROUND ON CONSULTING IN THE FINANCIAL SERVICES INDUSTRY

            Consulting services currently provided to the financial services
industry are rendered by a diverse group of companies or firms, which range in
size from large firms which are divisions or subsidiaries of major accounting
firms or Fortune 100 companies to organizations which are smaller than us.

            We believe that the recent increase of mergers and acquisitions in
the financial services industry has generated an increase in demand for related
consulting services. We believe this increased demand includes a trend towards
outsourcing certain services and a greater focus on product and sales analyses
and marketing and communications strategies used in connection with mergers and
business combinations. Further, we believe that the industry will continue to
consider alternative methods of analyzing the financial impact and competitive
position of its products and reduce in-house corporate functions which may be
more efficiently effectuated by outside resources.

CUSTOMERS

            Our revenues historically have been generated from a limited number
of customers. For the year ended December 31, 1997, three customers of MKP
accounted for an aggregate of approximately 77% of our total revenues, with one
customer of MKP accounting for 48% of our total revenues. For the year ended
December 31, 1998, three customers of MKP accounted for an aggregate of
approximately 83% of our total revenues, with one customer of MKP accounting
for approximately 55% of our total revenues. For the year ended December 31,
1999, two customers of MKP accounted for approximately 92% of our total
revenues, with one customer accounting for approximately 75% of our total
revenues.

COMPETITION

            Competition among enterprises which render merger communications
services and software products to financial institutions and other business
organizations is intense. Such services are generally rendered by a relatively
small number of specialized firms and require sophisticated and time critical
support services, such as data processing and printing which are sometimes (as
in the case of MKP) provided by outside firms. We face competition from other
companies that have greater financial resources, more technical personnel and
more extensive service capabilities than us. For example, MKP competes against
larger and more established companies such as Harte-Hanks Communication, Dimac
Corporation and Arthur Andersen Consulting.

            We seek to distinguish our services from those of our competitors
based primarily upon the experience of our management in the financial services
industry.

            There can be no assurances that we will be successful in our
efforts to distinguish our services in the marketplace.


                                       4


<PAGE>   7


MARKETING

            Susan Michaelson and Hillary Kelbick, the managing directors of
MKP, together with William F. Finley, the Company's chief financial officer,
are primarily responsible for marketing our services. In the past, we conducted
our marketing activities primarily through advertising in selected financial
institution trade media and at professional financial institution conventions.
We currently market our services primarily through direct sales calls, referral
business and personal contacts.

            We market primarily to domestic and foreign banks. We believe that
there are approximately 500 banks in the United States engaged in activities
which could use the type of consulting services we provide. We also believe
that significant opportunities may exist for us to sell our services in Europe
and the Far East.

            We also plan to explore expansion into merger communications for
other industries, such as the insurance and brokerage industries, as a means to
increase MKP's revenues and reduce its dependence on bank merger
communications.

            We believe that our success is dependent upon our ability to
attract a steady flow of new customers, as well as new assignments from past
customers. The solicitation of new assignments from past customers has been and
is expected to be an integral part of our marketing strategy.

OUR EMPLOYEES

            As of March 14, 2000, we have twenty full-time employees. We also
engage independent contractors and consultants from time to time in connection
with certain projects. As of March 14, 2000, we have three full-time and five
part-time consultants. We expect to employ additional personnel as needed in
connection with our operations. We believe that we have good relations with our
employees and independent contractors. None of our employees are part of a
collective bargaining arrangement.

RECENT DEVELOPMENT

            On March 3, 2000, pursuant to an Agreement and Plan of Merger dated
as of February 23, 2000 among the Company, FPC Acquisition Corp., iMapData.com,
and the stockholders of iMapData.com, FPC Acquisition Corp. was merged into
iMapData.com in exchange for 1,000,000 shares of the Company's common stock. As
a result of the merger, iMapData.com has become a wholly owned subsidiary of
the Company. iMapData.com is a Washington, D.C.-based electronic database
information and proprietary Internet-based company.

HISTORY

            We were incorporated in New York in August 1984 under the name
Performance Services Group, Inc. and changed our name to Financial Performance
Corporation in June 1986. In February 1990, we became insolvent and, as a
result, ceased our day-to-day operations. We were inactive from February 1990
to November 1992. We resumed operations in January 1993. In 1994, we began
implementing a business strategy of establishing subsidiary companies to engage
in related or complementary areas of the financial services industry. As a
result, together with certain of our affiliates, we formed several
subsidiaries,



                                       5


<PAGE>   8


including MKP. The other subsidiaries are currently inactive. See "Item 6 -
Management's Discussion and Analysis of Financial Condition and Results of
Operations."

ITEM 2 -- DESCRIPTION OF PROPERTY

            Our principal executive offices are located in New York City at 335
Madison Avenue, 8th Floor, New York, New York 10017. In October 1996, we
entered into a lease with Builtland Partners, covering approximately 11,142
square feet on the 8th floor at 335 Madison Avenue. This lease has a 10-year
term expiring in October 2006. The lease provides for a fixed minimum rent of
approximately $372,000 per year payable during the first five years of the term
and fixed minimum rent of approximately $420,000 per year payable during the
final five years of the term. Under the terms of the lease, our fixed minimum
rent obligations were abated from October 1996 through March 20, 1997 and for
the months of October, November and December in each of the first four years of
the lease term. Additionally, in September 1997, the landlord agreed to a
further one month abatement of fixed minimum rent. We will be required to pay
operating expense and real estate tax escalation payments as additional rent.
The landlord has paid or reimbursed us for approximately $500,000 of
construction and other related costs.

            In December 1999, we entered into an additional lease with Sage
Realty Corporation covering the 30th floor at 777 Third Avenue, New York, New
York 10017. This lease has a 10-year term expiring January 1, 2010. The lease
provides for a fixed rent of $646,800 per year payable during the first five
years of the term and a fixed rent of $670,800 per year payable during the
final five years of the term. In December 1999, we entered into a License
Agreement with Modlin Haftel & Nathan LLP, granting Modlin Haftel & Nathan LLP
a license to use certain of the offices and common areas within these premises.
The license has a five year term expiring on December 31, 2004. Under the
license, Modlin Haftel & Nathan LLP will pay us an annual fee of $200,004 as
well as any additional costs with respect to additional services directly
attributable to the use of the premises by Modlin Haftel & Nathan LLP.

            We believe that our facilities are well maintained, in good
condition and suitable for us to continue our operations in the foreseeable
future.

ITEM 3 -- LEGAL PROCEEDINGS

            From time to time, we are a party to lawsuits that arise in the
conduct of our business. We are not a party to any legal proceedings which we
consider to be material to the business of the Company.

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

            The Company did not submit any matters to a vote of its
shareholders during the Company's fiscal year ended December 31, 1999.

                                       6


<PAGE>   9


                                    PART II

ITEM 5 -- MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

            Since November 1996, our common stock has traded on the OTC
Bulletin Board under the symbol "FPCX." The following table sets forth the
range of high and low bid prices as reported by the OTC Bulletin Board during
the calendar quarters set forth therein. We believe that these quotations
represent interdealer quotations, without adjustment for retail mark-up,
mark-down or commissions and may not represent actual transactions.

<TABLE>
<CAPTION>

          1998                                                                                HIGH                   LOW
          ----                                                                                ----                   ---
<S>                                                                                       <C>                    <C>
          1st Quarter....................................................................    0.2813               0.1875
          2nd Quarter....................................................................    0.8125               0.1563
          3rd Quarter....................................................................    0.9688               0.2500
          4th Quarter....................................................................    1.3750               0.4375

<CAPTION>
          1999                                                                                HIGH                   LOW
          ----                                                                                ----                   ---
<S>                                                                                       <C>                    <C>
          1st Quarter....................................................................    1.8125               0.8750
          2nd Quarter....................................................................    1.2500               0.4400
          3rd Quarter....................................................................    0.5938               0.2813
          4th Quarter ...................................................................   15.6250               0.3750

</TABLE>

            As of March 14, 2000, we had approximately 173 shareholders of
record, which number excludes the number of beneficial owners whose share are
held in "streetname." We believe that a substantial number of shares of our
common stock are held in "streetname."

            We have applied to have our common stock quoted on The Nasdaq
SmallCap Market. We can not assure you that our application will be approved,
or, if approved, that a liquid and active market on Nasdaq will develop, or be
sustained.

EQUITY SECURITIES ISSUED BY THE COMPANY

            In November 1999, in connection with the purchase of the Company's
common stock from Robert Trump by Jeffrey Silverman and Ronald Nash, we named
Messrs. Silverman and Nash as directors of the Company and issued options to
purchase 1,000,000 shares of common stock, immediately exercisable at $0.43 per
share, to each of Jeffrey Silverman and Ronald Nash.

            In December 1999, we issued to Richard Levy, a director of the
Company, 150,000 shares of common stock as compensation for services rendered
in connection with the transactions by and among Messrs. Trump, Silverman, Nash
and the Company. In December 1999, we issued to Joseph Bongiorno 50,000 shares
of common stock as compensation for services rendered in connection with the
transactions by and among Messrs. Trump, Silverman, Nash and the Company.

                                       7


<PAGE>   10


            On January 12, 2000, Mr. Silverman was named our Chairman and Chief
Executive Officer and Mr. Nash was named our President. In lieu of a salary for
the year 2000, Messrs. Silverman and Nash each accepted from the Company
five-year options to purchase an additional 1,000,000 shares of common stock
immediately exercisable at $14.50 per share.

DIVIDEND POLICY

            To date, we have not paid any dividends on our common stock.
Whether we pay dividends in the future will be at the discretion of our Board
of Directors and will depend on our operating results, financial condition,
capital requirements and such other factors as our Board of Directors may deem
relevant.

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

OVERVIEW

            We are a holding company that operates through its subsidiaries.
Through our subsidiary MKP, we provide communications consulting services to
the financial services industry, particularly with respect to communications
concerning mergers and other business combinations. In February 1998, we
changed our fiscal year end from September 30 to December 31.

            Revenues. Our revenues historically have been derived from a
limited number of customers in the banking industry. For the year ended
December 31, 1997, three customers of MKP accounted for an aggregate of
approximately 77% of our total revenues, with one customer of MKP accounting
for 48% of our total revenues. For our fiscal year ended December 31, 1998,
three customers accounted for approximately 83% of our revenues, with one
customer accounting for approximately 55% of our total revenues. For our fiscal
year ended December 31, 1999, two customers of MKP accounted for approximately
92% of our total revenues, with one customer accounting for approximately 75%
of our total revenues. We anticipate that a substantial amount of our revenues
will continue to be concentrated from a limited number of customers. As a
result, our sales and operating results are subject to substantial variations
in any given year and from quarter to quarter. Our sales and net income (if
any) in a particular quarter may be lower than the sales and net income (if
any) for the comparable quarter in the prior year. In addition, sales and net
income (if any) in any particular quarter may not necessarily reflect our
results of operations for the full year. The loss of, or reduction in services
to, one or more of MKP's customers is likely to materially harm our business,
financial condition and results of operations.

            Subsidiaries. Our consolidated financial statements include FPC and
our subsidiaries. All significant intercompany accounts and transactions have
been eliminated. During the five most recent fiscal years ended September 30,
1995 and 1996 and December 31, 1997, 1998, and 1999, MKP accounted for all of
our consolidated revenues.

            Summary financial information concerning MKP, excluding
intercompany eliminations, as of December l31, 1999 and 1998, and for the years
then ended is as follows:


                                       8


<PAGE>   11


<TABLE>
<CAPTION>
                                                      YEAR ENDED DECEMBER 31,
                                                     ----------------------
                                                   1999                  1998
                                                   ----                  ----
<S>                                                <C>                     <C>
     Cash and cash equivalents.............        $4,012,000              $5,910,000
     Short-term investment.................           485,000                       0
     Accounts receivable...................            25,000                 343,000
     Other assets..........................           256,000                 281,000
     Accounts payable......................           517,000               2,478,000
     Revenues..............................        12,269,000              21,492,000
     Operating costs.......................        11,360,000              19,312,000
     Net Income............................           905,000               1,999,000
</TABLE>

            At December 31, 1999, we had net operating loss carryforwards of
approximately $3,000,000, which will expire in various years through and
including 2013. Certain provisions of the tax law may limit the net operating
loss carryforwards available for our use in the event of a significant change
in the ownership interest of the Company. In such case, our ability to offset
future taxable income with net operating loss carryforwards may be
substantially limited. At December 31, 1999, we had a deferred tax asset of
approximately $1,200,000. The deferred tax asset consists primarily of net
operating loss carryforwards and was fully offset by a valuation allowance of
the same amount.

            The income tax expenses for the year ended December 31, 1999 of
$132,164 and for the year ended December 31, 1998 of $262,106, represent state
and local income taxes on the income of MKP.

            The following analysis of the financial condition and results of
operations of the Company should be read in conjunction with our consolidated
financial statements appearing elsewhere in this report.

RESULTS OF OPERATIONS

FISCAL YEAR ENDED DECEMBER 31, 1999 AND DECEMBER 31, 1998

            Revenues. Total revenues decreased by $9,222,800 or approximately
42.9% to $12,269,000 for the fiscal year ended December 31, 1999 from
$21,492,151 for the fiscal year ended December 31, 1998. This decrease was
attributable to a decrease in services provided by MKP during this period. The
decrease in services provided was primarily attributable to the decreased scope
of merger and other projects for which MKP was engaged during the fiscal year
ended December 31, 1999 and, to a lesser extent, variations arising from the
nature of MKP's business, based upon the different stages of merger
communications projects for which MKP was engaged during this period. MKP
generated 100% of the consolidated revenues of the Company for the fiscal year
ended December 31, 1999 and for the fiscal year ended December 31, 1998.

            Cost of Revenues. Cost of revenues decreased by $5,836,925 or
approximately 39.4% to $8,986,701 for the fiscal year ended December 31, 1999
from $14,823,626 for the fiscal year

                                       9


<PAGE>   12


ended December 31, 1998. This decrease was primarily attributable to the
decreased level of revenues of MKP during the fiscal year ended December 31,
1999.

            Salaries and Related Expenses. Payroll expenses decreased by
$800,179 or approximately 35.8% to $1,435,179 for the fiscal year ended
December 31, 1999 from $2,235,358 for the fiscal year ended December 31, 1998.
This decrease was attributable primarily to the decreased bonus payments by MKP
to its managing directors during the fiscal year ended December 31, 1999
pursuant to the employment agreements between MKP and the managing directors,
as a result of decreased pre-tax net profit of MKP during the period.

            Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $396,321 or approximately 26.7% to
$1,883,190 for the fiscal year ended December 31, 1999 from $1,486,869 for the
fiscal year ended December 31, 1998. This increase was attributable principally
to an increase in general overhead expenses, including consulting fees,
insurance costs, professional fees and other administrative expenses.

            Other Income (Expense). Other expense increased by $118,416 or
approximately 20.5% to $694,901 for the fiscal year ended December 31, 1999
from $576,485 for the fiscal year ended December 31, 1998. This increase was
primarily attributable to the write-off of the Company's investment in FPC
Information Corp.

            Operating Income (Loss). Operating income decreased by $2,982,017
or approximately 101.2% to an operating loss of $35,719 for the fiscal year
ended December 31, 1999 compared to operating income of $2,946,298 for the
fiscal year ended December 31, 1998.

            Net Income (Loss). Net income decreased by $2,970,491 or
approximately 140.9% to a net loss of $862,784 for the fiscal year ended
December 31, 1999 compared to net income of $2,107,707 for the fiscal year
ended December 31, 1998.

FISCAL YEAR ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1997

            Revenues. Revenues for the fiscal year ended December 31, 1998
increased by $13,108,984, or approximately 156.4%, to $21,492,151 from
$8,383,167 for the fiscal year ended December 31, 1997. This increase was
attributable to the increase in merger projects for which MKP was engaged
during this period. The amount of revenues generated from each of the merger
projects for which MKP is retained, as well as the cost of generating such
revenues, vary depending upon various factors, including the size of the merger
and the number of products and services offered by the merged entity. MKP
accounted for 100% of our consolidated revenues for the fiscal year ended
December 31, 1998 and the year ended December 31, 1997.

            Cost of Revenues. Cost of revenues increased by $7,917,291, or
approximately 114.6%, to $14,823,626 for the fiscal year ended December 31,
1998 from $6,906,335 for the year ended December 31, 1997. This increase was
attributable primarily to the increased size of the merger projects for which
MKP was engaged during this period.

            Salaries And Related Expenses. Payroll expenses increased by
$1,559,698, or approximately 230.8%, to $2,235,358 for the fiscal year ended
December 31, 1998 from $675,660 for the year ended December 31, 1997. This
increase was due primarily to increased levels of base salary and bonus
compensation paid to the managing directors of MKP as well as increased
compensation paid to other employees during this period.

                                       10



<PAGE>   13


            Selling, General And Administrative Expenses. Selling, general and
administrative expenses increased by $169,293, or approximately 12.8%, to
$1,486,869 for the fiscal year ended December 31, 1998 from $1,317,576 for the
year ended December 31, 1997. This increase reflects increased rental payments
required under the lease for our office space for this period.

            Operating Income (Loss). Operating income was $2,946,298 for the
fiscal year ended December 31, 1998 as compared to an operating loss of
$516,404 for the year ended December 31, 1997. The increase in operating income
was due primarily to our increased revenues during this period.

            Net Income (Loss). Net income was $2,107,707 for the fiscal year
ended December 31, 1998 as compared to a net loss of $550,738 for the year
ended December 31, 1997. The increase in net income was due primarily to our
increased revenues during this period.

LIQUIDITY AND CAPITAL RESOURCES

            As of December 31, 1999, we had working capital (current assets
less current liabilities) of $4,021,738, stockholders' equity of $3,493,042 and
a working capital ratio (current assets to current liabilities) of
approximately 3.7:1, compared to working capital of $3,820,018, stockholders'
equity of $4,161,826 and a working capital ratio of 2.3:1 as of December 31,
1998. As of December 31, 1999 and 1998, we had cash and cash equivalents of
$4,179,179 and $6,287,148, respectively. However, we conduct our operations
through our subsidiaries and rely on cash payments from MKP to meet our
operating requirements.

            For the fiscal year ended December 31, 1999, net cash used in our
operating activities was $1,636,518 compared to net cash provided by operating
activities of $4,329,565 for the fiscal year ended December 31, 1998. For the
fiscal years ended December 31, 1999, and December 31, 1998, we used $1,052,951
and $588,635 for investing activities, respectively. For the fiscal years ended
December 31, 1999 and December 31, 1998, net cash provided by the Company's
financing activities was $581,500 and $290,000, respectively.

            As of December 31, 1999, we had no long-term debt. On December 12,
1999, Robert S. Trump, our principal shareholder, loaned us $500,000 on a
short-term basis. The loan provided for interest at the rate of 10% per year
and matured on February 15, 2000. On February 15, 2000, we repaid the entire
principal amount of the $500,000 loan to Mr. Trump.

            As of December 31, 1999, we have made no material capital
commitments other than those related to non-cancelable operating leases for
office space and equipment. For the years ended December 31, 2000, 2001, 2002,
and 2003, our minimum payments in connection with these leases are
approximately $920,000, $932,000, $1,066,000 and $1,066,000 per year,
respectively. We expect to have sublease rental income of approximately
$200,000 in each such year.

            Based on our current plan of operations, we anticipate that our
existing working capital and expected operating revenues will provide
sufficient working capital for the conduct of our business. However, there can
be no assurance that we will not require additional financing. Our capital
requirements depend on, among other things, whether we are successful in
continuing to generate revenues and income from MKP, whether we are successful
in generating revenues and income from iMapData.com, whether we continue to
identify

                                       11


<PAGE>   14


appropriate acquisition candidates, our marketing efforts, competition, the
cost and availability of third-party financing.

            We may also seek additional financing in connection with the
acquisition of one or more other entities or products (or rights related
thereto) or the consummation of other business combinations. If needed, we may
raise financing through additional equity offerings, joint ventures or other
collaborative relationships, borrowings and other transactions. We may seek
additional funding through any such transaction or a combination thereof. There
can be no assurance that additional financing will be available to us or, if
available, that such financing will be available on acceptable terms.

YEAR 2000

            The Year 2000 issue is one where computer systems recognize the
designation "00" as 1900 instead of 2000, potentially resulting in system
failure or miscalculations. In recognition of this Year 2000 issue, commencing
in 1998, we initiated a comprehensive review of our information technology
systems, on which we are dependent for the conduct of our business operations,
as well as the computer hardware and software products, components and other
equipment supplied to us by third parties in order to determine the adequacy of
those systems in light of our future business requirements. We completed our
review in January 1999.

            As a result of our review, we determined that our internal
financial software systems are adequate for our future business needs,
including Year 2000 compliance, and do not need to be replaced. The cost of our
Year 2000 efforts was immaterial. To date, we have not experienced any material
Year 2000 compliance problems relating to our internal financial software
systems or our other information technology systems, computer hardware,
software products and components or other equipment.

            We have not assessed the Year 2000 readiness of any third parties
with whom we have relationships, such as our banking clients or vendors. Due to
our uncertainty of the Year 2000 readiness of these third parties, we cannot
determine whether the failure by one or more of these parties to be Year 2000
compliant will materially impact our business, financial condition or results
of operations. Through March 14, 2000, we have not experienced any material
Year 2000 compliance failures by any third parties.

            If we or the third parties with which we have relationships were to
fail to meet Year 2000 requirements, we would likely encounter disruptions to
our business that could have a material adverse effect on our business,
financial position or results of operations. We could be materially and
adversely impacted by widespread economic or financial market disruption or by
Year 2000 computer system failures of third parties with which we have
relationships.

HOLDING COMPANY AND OPERATING SUBSIDIARIES

            We conduct our operations through our subsidiaries. We have relied
on cash payments from MKP to, among other things, pay creditors, maintain
capital and meet our operating requirements. Under MKP's shareholders'
agreement, MKP is required to pay to FPC on a quarterly basis a management fee
equal to 30% of MKP's pre-tax earnings. In fiscal 1999 and 1998, MKP paid FPC
approximately $766,000 and $1,714,000, respectively. Regulations, legal
restrictions and contractual agreements could restrict any needed payments from
MKP, or in the future, other subsidiaries. If we are unable to receive cash
funds from MKP, or from any

                                       12


<PAGE>   15

operating subsidiaries we may acquire in the future, our operations and
financial condition will be materially and adversely affected.

STOCK PRICE FLUCTUATIONS

            The market price of our common stock has fluctuated significantly
and may be affected by our operating results, changes in our business and
management, changes in the industries in which we conduct business, and general
market and economic conditions. In addition, the stock markets in general have
recently experienced extreme price and volume fluctuations. These fluctuations
have affected stock prices of many companies without regard to their specific
operating performance. The price of our common stock may fluctuate
significantly in the future.

INFLATION

            In general, we believe that we will be able to offset any
inflationary pressures by increasing operating efficiency, monitoring and
controlling expenses and increasing prices to the extent permitted by
competitive factors.

FORWARD-LOOKING STATEMENTS

            Certain statements we make in this prospectus are "forward-looking
statements." You can identify these forward-looking statements by our use of
words such as "believes," "anticipates," "may," "intends," "expects," "plans,"
"proposed" and words of similar import. These forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause
actual results, performance or achievements or industry results to be
materially different from results, performance or achievements that we
expressed or implied by our forward-looking statements. These factors include:

            -    the continued services of Messrs. Silverman and Nash and Ms.
                 Kelbick and Ms. Michaelson of MKP;

            -    our ability to identify appropriate acquisition candidates,
                 complete such acquisitions and successfully integrate acquired
                 businesses;

            -    changes in our business strategies or development plans;

            -    competition;

            -    our anticipated growth within the banking and internet-related
                 industries;

            -    our ability to obtain sufficient financing to continue
                 operations; and

            -    general economic and business conditions, both nationally and
                 in the regions in which we operate.

            Given these uncertainties, you should not place undue reliance on
our forward-looking statements. We disclaim any obligation to update these
factors or to publicly announce the result of any revisions to any of our
forward-looking statements contained in this Report to reflect future events or
developments.

                                       13


<PAGE>   16


ITEM 7 -- FINANCIAL STATEMENTS

            The audited consolidated financial statements of the Company for
the fiscal year ended December 31, 1999 and the year ended December 31, 1998
are set forth at the end of this Annual Report on Form 10-KSB and begin on page
F-1.

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


            On January 18, 2000, the Company's board of directors appointed
Grant Thornton LLP as our certifying accountants, replacing Goldstein & Morris
(the "Former Accountants").

            During our two most recent fiscal years and the subsequent interim
period through January 18, 2000, there were no disagreements with the Former
Accountants on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of the Former Accountants, would have caused
them to make reference to the subject matter of the disagreement in their
report. None of the Former Accountants' reports on our financial statements for
either of the past two years contained an adverse opinion or disclaimer of
opinion, or was qualified or modified as to uncertainty, audit scope, or
accounting principles.

            A letter from the Former Accountants dated January 18, 2000
addressed to the Securities and Exchange Commission, stating that they agree
with the foregoing, was filed as an Exhibit to the Company's Form 8-K dated
January 18, 2000.


                                       14


<PAGE>   17

                                    PART III


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

DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES

                        The following table sets forth certain information, as
of March 14, 2000, concerning our directors, executive officers and key
employees:

<TABLE>
<CAPTION>
NAME                                                                 Age          POSITION
----                                                                 ---          --------
<S>                                                                  <C>          <C>
Jeffrey S. Silverman...............................................  54           Chairman of the Board and Chief Executive
                                                                                  Officer
Ronald Nash........................................................  55           President and Director
William F. Finley..................................................  57           Chief Financial Officer and Director
Richard Levy.......................................................  63           Secretary and Director
Ottavio Serena.....................................................  46           Vice President and Director
William Lilley III ................................................  62           Chairman of the Board of iMapData.com,
                                                                                  Inc. and Director
Laurence J. DeFranco ..............................................  40           President of iMapData.com, Inc.
Susan Michaelson...................................................  42           Managing Director of MKP
Hillary Kelbick....................................................  42           Managing Director of MKP
</TABLE>

            The business experience of each of the directors, executive
officers and key employees of the Company for at least the most recent five
years includes the following:

            Jeffrey S. Silverman has served as the Chairman of the Board and
Chief Executive Officer of the Company since January 2000 and a director of the
Company since November 1999.  Mr. Silverman is co-founder and has served as
Chairman of LTS Capital Partners, LLC, an investment firm, since 1997.  Mr.
Silverman has served as a director of Triarc Companies Inc. since 1999 and a
director of Boyar Value Fund Inc. since 1998.  From June 1982 to August 1997,
Mr. Silverman was Chief Executive Officer of PLY GEM Industries, Inc., a home
improvement building products supplier, and served as a director of PLY GEM
from 1981 until August 1997, becoming its Chairman of the Board in February
1986.  Mr. Silverman has a Bachelor of Science Degree in finance from Long
Island University.

            Ronald Nash has served as the President of the Company since
January 2000 and as a director of the Company since November 1999.  From 1998
to 1999, Mr. Nash served as President and Chief Executive Officer of Network
Consulting, Inc. which is actively engaged in both private and public financial
markets.  Mr. Nash founded and from 1982 to 1998 was the President of Nash
Weiss & Co, a brokerage firm specializing in market making for Nasdaq
companies, which was sold to Quick & Reilly in 1998.  Mr. Nash is also a
founder and director of Steinberg & Lyman Investment Bankers.  Mr. Nash has a
Bachelor's Degree in Business and Finance from Pace University.  Mr. Nash is a
member of the Dean's Committee for International Development at the John F.
Kennedy School at Harvard University.


                                       15


<PAGE>   18

            William F. Finley is the founder of the Company and served as its
President and Chief Executive Officer and Chairman of the Board since its
inception in 1984 until January 2000, and has served as its Chief Financial
Officer since December 1987 to present. From 1978 through 1984, Mr. Finley
served as Vice President-Corporate Banking and Manager of a consulting services
group known as the Performance Services Department of Marine Midland Bank, N.A.
Prior thereto, from 1971 to 1978, Mr. Finley held the position of
Personnel-Training Director at Irving Trust Company. From 1969 to 1971, Mr.
Finley was employed in the Corporate and Management Development Department at
Chase Manhattan Bank. Mr. Finley has a Masters Degree in Business
Administration from New York University and a Bachelors of Arts Degree in
Psychology and Sociology from Miami University (Ohio). Mr. Finley is the
husband of Susan Michaelson, one of the two Managing Directors of MKP.

            Richard Levy has served as a director of the Company since April
1994.  Since March 1998, Mr. Levy has been a Senior Vice President with Tishman
Real Estate Services, a real estate consulting and brokerage firm.  Until March
1998, Mr. Levy was a Senior Director at Cushman & Wakefield, Inc., a real
estate consulting and brokerage firm, and was employed by such firm for more
than 38 years.  Mr. Levy is also a director of Mascott Corporation, a
restaurant and catering company.  Mr. Levy attended Muhlenberg College and
Columbia University.

            Ottavio Serena has served as a director of the Company since
October 1998 and Vice President since November 1999. Mr. Serena has been a
consultant with Citicorp Venture Capital, a leveraged buy-out firm, since 1993.
From 1993 to 1997, he was also President and Director of Galaxy Energy USA, a
privately-held oil trading company based in Houston, Texas. From 1991 to 1993,
Mr. Serena served as interim Chairman and Director of RES Associates, a
Citicorp Venture Capital portfolio company. From 1987 to 1993 he was a Managing
Director and co-founder of The Lynx Partners, an investment banking firm based
in New York specializing in mergers and acquisitions, buy-outs and corporate
finance for both U.S. and European companies. From 1982 to 1987, Mr. Serena was
a Vice President for Bankers Trust Company responsible for corporate financing
activities for large multinational companies. From 1977 to 1982, Mr. Serena was
a management trainee and then an Assistant Treasurer for J. P. Morgan. Mr.
Serena has a graduate degree in business and economics from the University of
Rome. Mr. Serena is a member of the Advisory Board of the American Museum of
Natural History.

            William Lilley III is a co-founder of iMapData.com.  Mr. Lilley has
been Chairman and Chief Executive Officer of iMapData.com since it was founded
in 1992 and was Chairman and CEO of InContext, Inc., a District of Columbia
corporation, prior to its reincorporation in Delaware as iMapData.com. From
1980 to 1986, Mr. Lilley was Senior Vice President, Corporate Affairs, of CBS
Inc. From 1977 to 1978, he served as Staff Director of the Budget Committee for
the U.S. House of Representatives and from 1975 to 1977 he served as Director
of the U.S. Council on Wage and Price Stability.  He received his Ph.D. from
Yale University and taught at Yale.  Mr. Lilley is also the president of Policy
Communications, Inc. a wholly owned subsidiary of iMapData.com.  Mr. Lilley.
Mr. Lilley has served as a director of the Company since March 2000.

            Laurence J. DeFranco is a co-founder of iMapData.com. Mr. DeFranco
has been President of iMapData.com since it was founded in 1992 and was
President and COO of InContext, Inc., prior to is reincorporation in Delaware
as iMapData.com. From 1982 to 1996, Mr. DeFranco was president of Program Flow,
Inc., a computer software, research and consulting firm he founded that is a
wholly owned subsidiary of iMapData.com. From 1981 to 1982, he worked for CBS
Inc. as head of the New Technologies Task Force.



                                       16


<PAGE>   19

            Susan Michaelson is one of the co-founders of MKP, together with
Hillary Kelbick, and the Company.  She has been a Managing Director of MKP
since its inception in October 1994.  From 1990 to 1994, Ms. Michaelson served
as Senior Vice President at Wilcox Associates.  From 1986 to 1990, Ms.
Michaelson was also a Senior Vice President of the Company.  Ms. Michaelson is
the wife of William F. Finley, Chief Financial Officer of the Company.  Ms.
Michaelson holds a Bachelor of Arts Degree from Syracuse University.

            Hillary Kelbick is one of the co-founders of MKP, together with
Susan Michaelson, and the Company.  She has been a Managing Director of MKP
since its inception in October 1994.  From 1982 to 1994, Ms. Kelbick served as
Senior Vice President at Wilcox Associates.  Ms. Kelbick holds a Bachelor of
Arts Degree from SUNY Albany.

            There are currently six members on the Board of Directors. Our
certificate of incorporation and by-laws authorize the Board of Directors to
fix the number of authorized directors. Our by-laws provide that directors are
to be elected annually by the shareholders and hold office until the next
annual meeting and until their respective successors are elected and qualified.
Our most recent annual meeting of shareholders was held in August 1996.

            In connection with the purchase of shares of the Company's common
stock by Messrs. Silverman and Nash from Mr. Trump in November 1999, we entered
into a Stockholders Agreement dated as of November 17, 1999 with Messrs.
Silverman, Nash and Robert S. Trump. Under the Stockholders Agreement, these
stockholders agreed that as long as Mr. Silverman holds more than 500,000
shares of the Company's common stock, Mr. Silverman will have the right to
designate himself or another individual as a nominee for election as a director
of the Company, and that as long as Mr. Nash holds more than 500,000 shares of
the Company's common stock, Mr. Nash will have the right to designate himself
or another individual as a nominee for election as a director of the Company.
In addition, Mr. Trump agreed to vote all of the shares of common stock
beneficially owned by him in favor of the election of the Silverman and Nash
designees. In addition, under the Stockholders Agreement, Mr. Trump agreed not
to vote his shares in favor of any of the following actions without the written
consent of Mr. Silverman for so long as Mr. Silverman owns at least 500,000
shares of common stock, or Mr. Nash for so long as Mr. Nash owns at least
500,000 shares of common stock: (i) the making, alteration, amendment or repeal
of the certificate of incorporation or any part thereof, or the making,
alteration, amendment or repeal of the by-laws or any part thereof, of the
Company or any of its subsidiaries; (ii) the sale of all or substantially all
of the assets of the Company or any of its subsidiaries in any one transaction
or series of related transactions; (iii) the merger, consolidation or other
business combination of the Company or any of its subsidiaries with or into any
other person or entity or a statutory share exchange between the Company or any
of its subsidiaries and any other person or entity; (iv) the liquidation,
dissolution or winding up of the Company or any of its subsidiaries; or (v) the
entering into of any contract, agreement or commitment to do, the
authorization, approval, ratification or confirmation of, or the delegation of
the power to act on behalf of the Company or the Board of Directors in respect
of, any of the foregoing actions. See "Item 12 -Certain Relationships and
Related Transaction."

            Executive officers are elected by the Board of Directors and hold
office until their respective successors are elected and qualified.  We have
employment agreements with each of Mr. William F. Finley, Ms. Susan Michaelson
and Ms. Hillary Kelbick.  Other than Mr. Finley and Ms. Michaelson, who are
married, there are no family relationships among directors, executive officers
and key employees.


                                       17



<PAGE>   20

LIMITATION ON PERSONAL LIABILITY; INDEMNIFICATION

            The Company's Certificate of Incorporation and By-Laws contain
provisions exculpating the Company's directors from personal liability for
actions taken or omitted to be taken by them in connection with their
positions, with limited exceptions. The Company's By-Laws also contain
provisions which require the Company to indemnify current and former officers
and directors for any judgments, fines, amounts paid in settlement or
reasonable attorneys' fees incurred in the defense of certain actions and
proceedings to the fullest extent permitted under New York law. Insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

            The Securities and Exchange Commission (the "Commission") has
comprehensive rules relating to the reporting of securities transactions by
directors, officers and stockholders who beneficially own more than 10% of the
Company's Common Stock (collectively, the "Reporting Persons"). Based solely on
a review of Section 16 reports received by the Company from Reporting Persons,
the Company believes that no Reporting Person has failed to file a Section 16
report on a timely basis during the most recent fiscal year, other than Mr.
Levy (who failed to file a Form 4 in December 1999), Mr. Finley (who failed to
file a Form 4 in December 1999) and Mr. Lilley (who filed a Form 3 late).

CONSULTING AGREEMENT

            In November 1996, we entered into a two-year, non-exclusive
advisory agreement with Van Kasper & Company ("Van Kasper"). Pursuant to the
terms of the agreement, we issued Van Kasper a three-year warrant to purchase
150,000 shares of Common Stock with an exercise price of $0.50 per share. This
warrant was exercised in November 1999. The shares of Common Stock issued upon
exercise of the warrant are not registered and are therefore deemed to be
"restricted securities." Under the agreement, Van Kasper was obligated to
provide general corporate advice to the Company, including advice in connection
with developing relationships with analysts and market-makers and advice on
investor presentations. See "Item 5 -- Market for Common Equity and Related
Stockholder Matters" and "Item 12 -- Certain Relationships and Related
Transactions -- Transactions with Directors and Executive Officers."

ITEM 10 -- EXECUTIVE COMPENSATION

            The following table summarizes, for the fiscal years ended December
31, 1999, December 31, 1998 and September 30, 1997, the compensation paid by
the Company to the Chief Executive Officer and to each other executive officer
whose total annual salary and bonus exceeded $100,000 for services rendered in
all capacities to the Company (the "named executive officers").  See
"--Employment Agreements."


                                       18


<PAGE>   21




<TABLE>
<CAPTION>
                                                                                                               Long-Term
                                                                                                              Compensation
                                                               Annual Compensation                              Awards/
Name and                                       Fiscal         -------------------          Other Annual         Options
Principal Position                             Year(1)     Salary($)        Bonus($)       Compensation        Warrants(#)
------------------                             -------     ---------        --------       ------------        -----------
<S>                                            <C>         <C>            <C>              <C>                <C>
William F. Finley(2)(3)
Chief Executive Officer..................       1999       $250,000       $287,500(2)       $18,100(9)             --
                                                1998       $187,000       $100,000(6)       $18,480(10)            --
                                                1997       $150,000            -            $14,534(11)            --
Susan Michaelson(3)(4)
Managing Director of MKP.................       1999       $250,000       $383,000(7)       $18,100(9)             --
                                                1998       $169,000       $857,000(8)       $18,480(10)            --
                                                1997       $160,000       $141,500          $15,500(12)            --
Hillary Kelbick(5)
Managing Director of MKP.................       1999       $250,000       $383,000(7)       $18,100(9)             --
                                                1998       $169,000       $857,000(8)       $18,480(10)            --
                                                1997       $160,000       $141,500          $15,500(12)            --
</TABLE>

-------------------------

(1)          In February 1998, we changed our fiscal year end from September 30
             to December 31.

(2)          Effective as of October 1, 1997, we entered into a new employment
             agreement with Mr. Finley for a period of three years providing
             for an annual salary of $150,000. In November 1997, the Board of
             Directors voted to grant Mr. Finley a bonus of $100,000. Effective
             as of October 1, 1998, we entered into a revised employment
             agreement with Mr. Finley providing for an increase in Mr.
             Finley's annual salary to $250,000 and containing revised
             provisions concerning change of control, termination of employment
             and other matters. On November 17, 1999, we entered into an
             amended and restated employment agreement with Mr. Finley, the
             terms of which include an annual salary of $250,000 upon entering
             into the new agreement, we paid Mr. Finley $250,000 and issued to
             him 100,000 shares of common stock. The value of the shares issued
             to Mr. Finley was $37,500, based on the closing sale price of the
             common stock as reported on the OTC Bulletin Board on November 17,
             1999, which was $0.375 per share.  See "--Employment Agreements."

(3)          Susan Michaelson is the wife of William F. Finley, our Chief
             Financial Officer.

(4)          Effective as of September 11, 1997, MKP entered into a new
             employment agreement with Ms. Michaelson for a period of three
             years providing for an annual salary of $150,000. Effective as of
             October 1, 1998, MKP entered into a revised employment agreement
             with Ms. Michaelson providing for an increase in Ms. Michaelson's
             annual salary to $250,000 and containing revised provisions
             concerning change of control, termination of employment and other
             matters.  On November 16, 1999, Ms. Michaelson entered into a
             revised employment agreement with MKP. See "--Employment
             Agreements."

(5)          Effective as of September 11, 1997, MKP entered into a new
             employment agreement with Ms. Kelbick for a period of three years
             providing for an annual salary of $150,000.



                                       19



<PAGE>   22

             Effective as of October 1, 1998, MKP entered into a revised
             employment agreement with Ms. Kelbick providing for an increase in
             Ms. Kelbick's annual salary to $250,000 and containing revised
             provisions concerning change of control, termination of employment
             and other matters. On November 16, 1999, Ms. Kelbick entered into
             a revised employment agreement with MKP.  See "--Employment
             Agreements."

(6)          This bonus was authorized by the Board of Directors during our
             fiscal year ended September 30, 1997, but was not paid until our
             fiscal year ended December 31, 1998.

(7)          This amount represents the bonus earned in the fiscal year ended
             December 31, 1999. The total amount of bonus actually paid during
             our fiscal year ended December 31, 1999 was $716,000, which
             includes the bonus earned during the first three quarters of 1999
             and the fourth quarter of 1998 and excludes the amount of bonus
             earned during the fourth quarter of 1999, which was paid in the
             first quarter of 2000.

(8)          This amount represents the bonus earned in the fiscal year ended
             December 31, 1998. The total amount of bonus actually paid during
             our fiscal year ended December 31, 1998 was $627,000, which
             includes the bonus earned during the first three quarters of 1998
             and the fourth quarter of 1997 and excludes the amount of bonus
             earned during the fourth quarter of 1998, which was paid in the
             first quarter of 1999.

(9)          For the year ended December 31, 1999, we contributed an aggregate
             of $18,100 for such executive under our 401(k) and profit sharing
             plan.  See "--Pension Plan".

(10)         For the year ended December 31, 1998, we contributed an aggregate
             of $18,480 for such executive under our 401(k) and profit sharing
             plan.  See "--Pension Plan".

(11)         For the year ended September 30, 1997, we contributed an aggregate
             of $14,534 for such executive under our 401(k) and profit sharing
             plan.  See "--Pension Plan".

(12)         For the year ended September 30, 1997, we contributed an aggregate
             of approximately $15,500 for such person under our 401(k) and
             profit sharing plan.  See "--Pension Plan."


STOCK OPTION AND WARRANT GRANTS IN 1999

            We did not issue any options or warrants to any of our named
executive officers during the fiscal year ended December 31, 1999. However, in
November 1999, in connection with the purchase of the Company's common stock
from Robert Trump by Jeffrey Silverman and Ronald Nash, we named Messrs.
Silverman and Nash as directors of the Company and issued options to purchase
1,000,000 shares of common stock, immediately exercisable at $0.43 per share,
to each of Jeffrey Silverman and Ronald Nash. On January 12, 2000, Mr.
Silverman was named our Chairman and Chief Executive Officer and Mr. Nash was
named our President. In lieu of a salary for the year 2000, Messrs. Silverman
and Nash each accepted from the Company five-year options to purchase an
additional 1,000,000 shares of common stock immediately exercisable at $14.50
per share.

            For a description of material transactions that we entered into
with our principal stockholders, executive officers and directors during the
Company's fiscal years ended December 31, 1998 and December 31, 1999, See "
Item 12- Certain Relationships and Related Transactions".


                                       20



<PAGE>   23


AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

            No options or warrants were exercised by any named executive
officer during the fiscal year ended December 31, 1999. The following table
sets forth information, as of December 31, 1999, concerning the number of
shares issuable as to exercisable and non-exercisable options or warrants and
the value of "in the money" options and warrants held by our named executive
officers as of December 31, 1999.

<TABLE>
<CAPTION>

                                                            NUMBER OF UNEXERCISED                  VALUE OF UNEXERCISED
                                                             OPTIONS/WARRANTS AT                   OPTIONS/WARRANTS AT
                                                               FISCAL YEAR-END                      FISCAL YEAR-END(1)
                                                               ---------------                     ------------------
NAME                                                  EXERCISABLE         UNEXERCISABLE       EXERCISABLE        UNEXERCISABLE
----                                                  -----------         -------------       -----------        -------------
<S>                                                  <C>                       <C>            <C>                 <C>
William F. Finley............................        400,000                    --            $5,150,000              --
Susan Michaelson.............................        200,000                    --            $2,525,000              --
Hillary Kelbick..............................        200,000                    --            $2,525,000              --
</TABLE>


(1)            The value of exercisable options and warrants is based on the
               closing sale price of the common stock as reported on the OTC
               Bulletin Board on December 31, 1999, which was $13.625 per
               share, minus the exercise price of the option or warrant, as the
               case may be. As of March 14, 2000, the closing price of our
               common stock was $10.50 per share.

COMPENSATION OF DIRECTORS

            We do not have a standard arrangement relating to the compensation
of our directors. Historically, directors have been compensated for their
services and attendance at meetings through the grant of options and warrants
to purchase shares of common stock. Directors who are also officers of the
Company are not paid any monetary compensation for attendance at directors'
meetings or for attending or participating in any committee meetings. See
"Certain Relationships and Related Transactions - Particularly with Directors
and Executive Officers."

            We did not issue any options or warrants as compensation for
services as a director during the fiscal year ended December 31, 1999. However,
in November 1999, in connection with certain transactions involving the Company
and Jeffrey Silverman, Ronald Nash, Robert Trump and William Finley, we named
Jeffrey Silverman and Ronald Nash as directors of the Company and issued
options to purchase 1,000,000 shares of common stock, immediately exercisable
at $0.43 per share, to each of Jeffrey Silverman and Ronald Nash. On January
12, 2000, Mr. Silverman was named our Chairman and Chief Executive Officer and
Mr. Nash was named our President. In lieu of a salary for the year 2000,
Messrs. Silverman and Nash each accepted from the Company five-year options to
purchase an additional 1,000,000 shares of common stock immediately exercisable
at $14.50 per share. Additionally, in December 1999, we issued 150,000 shares
of stock to our director, Richard Levy, in connection with the transactions by
and among the Company and Messrs. Silverman, Nash, Trump and Finley. See "Item
12 - Certain Relationships and Related Transactions".





                                       21


<PAGE>   24


EMPLOYMENT AGREEMENTS

            William F. Finley.  On September 1, 1995, we entered into a
five-year employment agreement with Mr. Finley.  Under the agreement, Mr.
Finley's initial annual salary was $125,000, subject to increases as determined
by our Board of Directors.  Mr. Finley's salary was subsequently increased
through a series of revised employment agreements to its current level of
$250,000 per year.

            On November 17, 1999, we entered into an employment agreement with
Mr. Finley which amended and restated the Amended and Restated Executive
Employment Agreement dated April 21, 1999 between the Company and Mr. Finley.
Under the terms of the new employment agreement, the Company will continue to
pay Mr. Finley a base salary of $250,000 per annum. In addition, the new
employment agreement extends the term of Mr. Finley's employment to December
31, 2000 and eliminates our obligation to make penalty payments for non-renewal
of the employment agreement. We paid Mr. Finley $250,000 upon execution of the
new employment agreement and issued to him 100,000 shares of common stock. The
new employment agreement also eliminates Mr. Finley's right to terminate his
employment and receive payment upon a change of control. If we terminate Mr.
Finley's employment, other than for cause or by death or disability, or if Mr.
Finley terminates his employment for Good Reason (as defined in the agreement),
Mr. Finley is entitled to his annual base salary through the end of the term
payable in one lump sum, and may "put" all of the shares (including shares
underlying options, warrants and other convertible securities) then owned by
him to the Company at a per share price equal to the fair market value. The new
employment agreement eliminates provisions for bonus payments and the right to
receive stock upon our termination of Mr. Finley's employment (other than for
cause or by death or disability) or Mr. Finley's termination of his employment
for Good Reason (as defined in the agreement).

            On January 12, 2000, Mr. Finley's employment agreement was amended
to reflect that Mr. Finley would no longer continue to serve as the Chief
Executive Officer or Chairman of the Board of FPC but would continue in his
capacities as Chief Financial Officer of FPC and President of FPC Information
Corp.

            Susan Michaelson and Hillary Kelbick.  In October 1994, MKP entered
into executive employment agreements with each of Ms. Michaelson and Ms.
Kelbick for a term of three years ending on October 17, 1997.  Under the terms
of the agreements, the initial annual salary of each of Ms. Michaelson and Ms.
Kelbick was $80,000.  The annual base salary payable to each of Ms. Michaelson
and Ms. Kelbick was subsequently increased through a series of revised
employment agreements to the current level of $250,000 per year.

            On November 16, 1999, Ms. Michaelson and Ms. Kelbick each entered
into a Restated and Amended Managing Directors' Agreement with MKP.  The
employment agreements with each of Ms. Michaelson and Ms. Kelbick expire on
September 10, 2000, subject to renewal.  The annual base salary payable to each
of Ms. Michaelson and Ms. Kelbick is subject to periodic increases to be
determined by MKP's Board of Directors.  The employment agreements also provide
for an annual incentive compensation payment for each of Ms. Michaelson and Ms.
Kelbick equal to a percentage, determined annually by MKP's Board of Directors
(not to exceed 30% in the aggregate for both Ms. Michaelson and Ms. Kelbick),
of the net income before taxes of MKP.  For the year ended December 31, 1998,
Ms. Michaelson and Ms. Kelbick each received approximately $627,000 under the
incentive program.  Ms. Michaelson and Ms. Kelbick have the option to receive
bonus payments in cash, in stock of FPC or a combination of stock and cash.


                                       22


<PAGE>   25

            If, at the expiration of the term, MKP elects not to renew the
respective employment agreements of Ms. Michaelson or Ms. Kelbick, that
employee will be entitled to receive a severance payment in the amount of
$350,000. If either Ms. Michaelson or Ms. Kelbick elects not to renew her
respective employment agreement with MKP at the expiration of the term, the
respective employee will be entitled to receive a severance payment of
$250,000.

            Under the agreements, each managing director may terminate her
employment due to a change of control of MKP or the Company which shall have
been in effect for a period of at least ninety (90) consecutive days, but only
if at any time within six months of the date of the Restated and Amended
Managing Director's Agreement, the managing director is unable to work
harmoniously and effectively with the personnel constituting the new management
of MKP or the Company resulting from such change of control, and only to the
extent that such inability relates to matters solely in relation to the
management and operations of MKP.

            MKP Shareholders Agreement. Effective as of October 1, 1998, the
Shareholders Agreement among FPC, MKP, Susan Michaelson and Hillary Kelbick was
amended to provide, among other things, that in the event of the termination of
the employment of either Ms. Michaelson or Ms. Kelbick for any reason, the
respective employee has the right to require MKP to purchase all of the shares
of stock of MKP owned by such employee for an amount equal to the "cash value"
of such stock (i.e., the amount of cash and cash equivalents less accounts
payable and other short term liabilities, all as reflected on MKP's then
current balance sheet, multiplied by the percentage equity ownership in MKP
represented by the stock of MKP owned by such employee). If this right is not
exercised by the employee, then MKP will have the option to purchase such
employee's stock in MKP at the "fair market value" thereof as provided in the
original Shareholders Agreement.

            On November 16, 1999, Financial Performance Corporation, MKP, Susan
Michaelson and Hillary Kelbick entered into the First Amendment to the Restated
and Amended Shareholders Agreement. Under the Amendment, Ms. Michaelson and Ms.
Kelbick each have the option to require MKP to purchase all of her stock of MKP
at the cash value (as defined in the First Amendment) of such stock in the
event of the termination of her employment, provided, however, that if MKP
terminates Ms. Michaelson or Ms. Kelbick for cause, MKP will only be required
to pay fifty percent (50%) of the cash value of the stock. If either Ms.
Michaelson or Ms. Kelbick does not exercise her right to have MKP purchase her
stock, MKP has the option to purchase such stock at the "agreed value" (as
defined in the Shareholders Agreement).

PENSION PLAN

            In January 1997, we established a 401(k) salary deferred benefit
plan covering substantially all employees who meet certain requirements. The
plan requires us to make contributions equal to one-half of each participant's
elected contribution, up to a maximum of 3% of each participant's elected
contribution percentage. In September 1997, we amended the 401(k) plan to
provide a provision for discretionary profit sharing plan contributions. Total
contributions under the plan (401(k) and profit sharing) were approximately
$127,000 for the year ended December 31, 1998 and approximately $120,174 for
the year ended December 31, 1999.


                                       23


<PAGE>   26


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


            The following table sets forth, as of March 14, 2000, certain
information regarding the beneficial ownership of common stock by (i) each
person who is known to us to be the beneficial owner of more than 5% of the
common stock, (ii) each of our directors and executive officers (and key
employees), (iii) each of our "named executive officers" as determined in
accordance with the rules and regulations of the SEC, and (iv) all directors,
executive officers and key employees of the Company as a group. The following
information is based in part upon data furnished by the persons indicated
below:

<TABLE>
<CAPTION>
                                                                       Number of Shares
Name and Address of Beneficial Owner                                     Beneficially             Percent of Class(1)
------------------------------------                                     ------------             -------------------
                                                                           Owned(1)
                                                                           --------
<S>                                                                      <C>                              <C>
Robert S.  Trump(2)................................................            4,506,422                       41.3%

Jeffrey S. Silverman(3)............................................            3,850,000                       29.8%

Ronald Nash(4).....................................................            3,840,000                       29.7%

William F. Finley(5)...............................................              718,000                        6.2%

Richard S.  Levy(6)................................................              368,000                        3.3%

Ottavio Serena(7)..................................................              250,000                        2.2%

Susan Michaelson(8)................................................              218,000                        2.0%

Hillary Kelbick(9).................................................              225,000                        2.0%

William Lilley III.................................................              500,000                        4.6%

Laurence DeFranco..................................................              500,000                        4.6%

All directors, executive officers and
key employees as a group (9 persons)...............................           12,257,422                       75.8%
</TABLE>


(1)    Based upon an aggregate of 10,921,534 shares of common stock
       outstanding as of the March 14, 2000, plus, for each listed
       beneficial owner, the number of shares which such person has
       the right to acquire within 60 days of the date of this report.


                                       24


<PAGE>   27

(2)    Includes:  (i) 2,006,422 shares of common stock; and (ii) 2,500,000
       shares of common stock subject to the Trump Options held by Mr.
       Silverman and Mr. Nash.  Mr. Silverman is deemed to beneficially own
       1,250,000 shares underlying the Trump Options and Mr. Nash is deemed to
       beneficially own 1,250,000 shares underlying the Trump Options.  Mr.
       Trump has sole dispositive power and may be deemed to share voting power
       with respect to the 2,006,422 shares beneficially owned by him, and may
       be deemed to share voting power and, under certain circumstances,
       dispositive power with respect to the 2,500,000 shares subject to Trump
       Options by reason of the agreements relating to the Trump Options and
       the Stockholders Agreement by and among the Company and Messrs. Trump,
       Silverman and Nash. The address of Mr. Trump is c/o Trump Management,
       Inc., 2611 West Second Street, Brooklyn, New York 11223. See "Item 12 -
       Certain Relationships and Related Transactions--Transactions with
       Principal Stockholders."

(3)    Includes: (i) 600,000 shares of common stock; (ii) options to purchase
       1,000,000 shares of common stock from the Company, exercisable until
       November 17, 2004 at $.43 per share; (iii) options to purchase 1,000,000
       shares of common stock from the Company, exercisable until January 12,
       2005 at $14.50 per share; (iv) options to purchase 500,000 shares of
       common stock from Robert S. Trump, exercisable until November 17, 2001
       at $.8125 per share; (v) options to purchase 500,000 shares of common
       stock from Mr. Trump, exercisable until November 17, 2002 at $1.3125 per
       share; and (vi) options to purchase 250,000 shares of common stock from
       Mr. Trump, exercisable until November 17, 2002 at $5.00 per share. Mr.
       Silverman may be deemed to share voting power and dispositive power with
       respect to the 1,250,000 shares underlying his Trump Options by reason
       of the agreements relating to the Trump Options and the Stockholders
       Agreement by and among the Company and Messrs. Trump, Silverman and
       Nash. Mr. Silverman may be deemed to share voting power and, under
       certain circumstances, dispositive power over the shares of common stock
       owned by Mr. Trump. Mr. Silverman expressly disclaims beneficial
       ownership, by reason of the Stockholders Agreement, of the common stock
       owned by Mr. Trump. The business address of Mr. Silverman is c/o
       Financial Performance Corporation, 777 Third Avenue, New York, NY 10017.
       See "Item 12 - Certain Relationships and Related Transactions --
       Transactions with Principal Stockholders."

(4)    Includes:  (i) 590,000 shares of common stock; (ii) options to purchase
       1,000,000 shares of common stock from the Company, exercisable until
       November 17, 2004 at $.43 per share; (iii) options to purchase 500,000
       shares of common stock from Mr. Trump, exercisable until November 17,
       2001 at $.8125 per share; (iv) options to purchase 500,000 shares of
       common stock from Mr. Trump, exercisable until November 17, 2002 at
       $1.3125 per share; and (v) options to purchase 250,000 shares of common
       stock from Mr. Trump, exercisable until November 17, 2002 at $5.00 per
       share.  Mr. Nash may be deemed to share voting and dispositive power
       with respect to the 1,250,000 shares underlying his Trump Options, by
       reason of the agreements relating to the Trump Options and the
       Stockholders Agreement by and among our Company and Messrs. Trump,
       Silverman and Nash.  Mr. Nash may be deemed to share voting power and,
       under certain circumstances, dispositive power over the shares of common
       stock owned by Mr. Trump.  Mr. Nash expressly disclaims beneficial
       ownership, by reason of the Stockholders Agreement, of the common stock
       owned by Mr. Trump.  The business address of Mr. Nash is c/o Financial
       Performance Corporation, 777 Third Avenue, New York, NY  10017. See
       "Item 12 - Certain Relationships and Related Transactions --
       Transactions with Principal Stockholders."



                                       25



<PAGE>   28


(5)    Includes: (i)  100,000 shares of common stock (ii) 200,000 shares
       issuable upon the exercise of warrants granted on September 15, 1995;
       and (iii) 200,000 shares issuable upon the exercise of warrants granted
       on September 16, 1996.  Also includes: (i) 18,000 shares of common stock
       held by Susan Michaelson; and (ii) 200,000 shares issuable upon the
       exercise of warrants granted to Ms. Michaelson, which securities Mr.
       Finley may be deemed to beneficially own.  Ms. Michaelson is the wife of
       Mr. Finley and a Managing Director and 10% stockholder of MKP.  Mr.
       Finley disclaims beneficial ownership of the shares owned by his wife.
       The business address of Mr. Finley is c/o Financial Performance
       Corporation, 335 Madison Avenue, New York, New York 10017.

(6)    Includes: (i) 168,000 shares of common stock; (ii) 50,000 shares
       issuable upon the exercise of warrants granted to Mr. Levy on September
       16, 1996, (iii) 50,000 shares issuable upon the exercise of warrants
       granted to Mr. Levy on December 29, 1997 and (iv) 100,000 shares
       issuable upon the exercise of warrants granted to Mr. Levy on October
       21, 1998.  The business address of Mr. Levy is c/o Tishman Real Estate
       Services, 40 Wall Street, New York, New York 10005.

(7)    Includes 200,000 shares issuable upon the exercise of warrants granted
       to Mr. Serena on October 21, 1998.  Also includes 50,000 shares of
       common stock issuable upon the exercise of warrants granted to Mr.
       Serena's wife, Charlotte Tuck, which securities Mr. Serena may be deemed
       to beneficially own.  Mr. Serena disclaims beneficial ownership of the
       shares owned by his wife.  The business address of Mr. Serena is 399
       Park Avenue, 14th Floor, New York, New York 10043.

(8)    Includes: (i) 18,000 shares of common stock; and (ii) 200,000 shares
       issuable upon the exercise of warrants granted on September 16, 1996.
       Does not include any securities of the Company owned by Ms. Michaelson's
       husband, William F. Finley, our Chief Financial Officer.  Ms. Michaelson
       disclaims beneficial ownership of the shares beneficially owned by her
       husband.  The business address of Ms. Michaelson is c/o Michaelson
       Kelbick Partners Inc., 335 Madison Avenue, New York, New York 10017.

(9)    Includes: (i) 25,000 shares of common stock; and (ii) 200,000 shares
       issuable upon the exercise of warrants granted to Ms. Kelbick on
       September 16, 1996.  The business address of Ms. Kelbick is c/o
       Michaelson Kelbick Partners Inc., 335 Madison Avenue, New York, New York
       10017.


ITEM 12 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

            The following is a discussion of material transactions that we
entered into with our principal stockholders, executive officers and directors
during the Company's fiscal years ended December 31, 1998 and December 31,
1999, and thereafter through March 14, 2000. We believe that the terms of these
transactions were just as favorable to us as similar transactions with
non-affiliated third parties would have been at the time of such transactions.
Our policy is that all transactions between us and our principal stockholders,
officers and directors should be on terms no less favorable to us than could be
obtained from unaffiliated parties.


                                       26


<PAGE>   29


TRANSACTIONS WITH PRINCIPAL STOCKHOLDERS

            In March 1998, Robert S. Trump purchased from us 1,000,000 shares
of common stock for a purchase price of $0.20 per share.  This sale was part of
our private placement of an aggregate of 1,400,000 shares of common stock.

            On November 17, 1999, in connection with the purchase of the
Company's common stock by Messrs. Silverman and Nash from Mr. Trump in November
1999 we granted to each of Messrs. Silverman and Nash five-year options to
purchase 1,000,000 shares of common stock immediately exercisable at $.43 per
share. In addition, on the same date, the Board of Directors elected Messrs.
Silverman and Nash to the Board of Directors.

            In connection with the purchase of shares of the Company's common
stock by Messrs. Silverman and Nash from Mr. Trump in November 1999, we entered
into a Stockholders Agreement dated as of November 17, 1999 with Messrs.
Silverman, Nash and Robert S. Trump. Under the Stockholders Agreement, these
stockholders agreed that as long as Mr. Silverman holds more than 500,000
shares of the Company's common stock, Mr. Silverman will have the right to
designate himself or another individual as a nominee for election as a director
of the Company, and that as long as Mr. Nash holds more than 500,000 shares of
the Company's common stock, Mr. Nash will have the right to designate himself
or another individual as a nominee for election as a director of the Company.
In addition, Mr. Trump agreed to vote all of the shares of common stock
beneficially owned by him in favor of the election of the Silverman and Nash
designees. In addition, under the Stockholders Agreement, Mr. Trump agreed not
to vote his shares in favor of any of the following actions without the written
consent of Mr. Silverman for so long as Mr. Silverman owns at least 500,000
shares of common stock, or Mr. Nash for so long as Mr. Nash owns at least
500,000 shares of common stock: (i) the making, alteration, amendment or repeal
of the certificate of incorporation or any part thereof, or the making,
alteration, amendment or repeal of the by-laws or any part thereof, of the
Company or any of its subsidiaries; (ii) the sale of all or substantially all
of the assets of the Company or any of its subsidiaries in any one transaction
or series of related transactions; (iii) the merger, consolidation or other
business combination of the Company or any of its subsidiaries with or into any
other person or entity or a statutory share exchange between the Company or any
of its subsidiaries and any other person or entity; (iv) the liquidation,
dissolution or winding up of the Company or any of its subsidiaries; or (v) the
entering into of any contract, agreement or commitment to do, the
authorization, approval, ratification or confirmation of, or the delegation of
the power to act on behalf of the Company or the Board of Directors in respect
of, any of the foregoing actions. See "Item 12 -Certain Relationships and
Related Transaction."

            In connection with the transactions described above, we also
entered into a Registration Rights Agreement dated as of November 17, 1999 with
Messrs. Trump, Finley, Silverman and Nash. The Registration Rights Agreement
covers all of the shares (including the shares underlying the options) owned by
Messrs. Trump, Finley, Silverman and Nash on the date of the agreement, all of
which are being offered hereby. The Registration Rights Agreement includes
demand registration rights for each stockholder and piggyback registration
rights and requires us to file a shelf registration statement covering the
shares owned by Messrs. Trump, Finley, Silverman, and Nash within 120 days from
the date of the agreement. The Registration Rights agreement replaces and
supercedes all prior registration rights granted to Messrs. Trump and Finley.

            On December 15, 1999, Mr. Trump loaned the Company $500,000. The
loan provided for interest at the rate of 10% per year and principal and
interest were due on February 15, 2000. The promissory note evidencing the loan
was secured by a first priority security interest

                                       27



<PAGE>   30

in a $500,000 certificate of deposit that we purchased with the proceeds of the
loan. The $500,000 principal of the loan was repaid to Mr. Trump on February
15, 2000. All accrued interest on the loan has been paid to Mr. Trump by the
Company.

            On January 12, 2000, Mr. Silverman was named Chairman and Chief
Executive Officer of the Company and Mr. Nash was named President of the
Company. Mr. Finley was named President of FPC Information Corp., the Company's
subsidiary, and continued to serve in his capacity as the Company's Chief
Financial Officer. In lieu of a salary for the year 2000, Messrs. Silverman and
Nash each accepted from the Company five-year options to purchase 1,000,000
shares of common stock immediately exercisable at $14.50 per share.

TRANSACTIONS WITH DIRECTORS AND EXECUTIVE OFFICERS

            For a description of the restated and amended employment agreements
entered into with Mr. Finley and each of Susan Michaelson and Hillary Kelbick,
see "Item 10 - Executive Compensation".

            In addition to the transactions described above and in " -
Transactions With Principal Stockholders", we have entered into arrangements
with the following directors during the Company's fiscal years ended December
31, 1998 and December 31, 1999:

            Duncan Burke.  Mr. Burke was a director of the Company until his
resignation in November 1999.  As consideration for Mr. Burke's services as a
director of the Company in October 1998, we granted Mr. Burke warrants to
purchase 100,000 shares of common stock, which are exercisable at $0.50 per
share through October 2001.  In November 1999, we extended the expiration dates
of these warrants to November 30, 2004.  All of the warrants owned by Mr. Burke
are exercisable immediately.

            Richard Levy.  Mr. Levy is our Secretary and a director.  As
consideration for Mr. Levy's services as a director of the Company in October
1998, we granted Mr. Levy warrants to purchase 100,000 shares of common stock,
which are exercisable at $0.50 per share through October 2001.  In November
1999, we extended the expiration dates of these warrants to November 30, 2004.
All of the warrants owned by Mr. Levy are exercisable immediately.  In December
1999, we issued to Mr. Levy 150,000 shares of common stock as compensation for
services rendered in connection with the transactions by and among Messrs.
Trump, Silverman, Nash and the Company.

            Ottavio Serena. Mr. Serena is currently a director. In October
1998, as consideration for Mr. Serena's services as a director, we granted Mr.
Serena warrants to purchase 100,000 shares of common stock, which are
exercisable at $0.50 per share through October 31, 2001. In October 1998, we
also issued to Mr. Serena warrants to purchase an additional 100,000 shares of
common stock on the same terms as compensation for certain investment banking
and consulting services Mr. Serena furnished to us. In November 1999, we
extended the expiration dates of these warrants to November 30, 2004. All of
the warrants owned by Mr. Serena are immediately exercisable.

For further information concerning employment agreements and certain other
arrangements between the Company or MKP and its directors, executive officers
and key employees, see "Item 10 - Management--Employment Agreements."


                                       28


<PAGE>   31


ITEM 13 -- EXHIBITS AND REPORTS ON FORM 8-K

    (a)     The Company's consolidated financial statements that are listed in
Item 7 are set forth at the end of this Annual Report on Form 10-KSB.  The
following exhibits are included herewith unless otherwise indicated:


        3.1        Certificate of Incorporation dated August 9, 1984
                   (incorporated by reference to Exhibit 3.1 to Registration
                   Statement on Form S-8, No. 33-7778).

        3.2        Amendment to Certificate of Incorporation dated August 29,
                   1984 (incorporated by reference to Exhibit (i) to the
                   Company's Quarterly Report on Form 10-Q for the period ended
                   March 31, 1988).

        3.3        Amendment to Certificate of Incorporation dated July 1, 1986
                   (incorporated by reference to Exhibit 3.3 to the Company's
                   Annual Report on Form 10-KSB for the period ended September
                   30, 1996).

        3.4        Amendment to Certificate of Incorporation dated March 4,
                   1988 (incorporated by reference to Exhibit 3.4 to the
                   Company's Annual Report on Form 10-KSB for the period ended
                   September 30, 1996).

        3.5        Amendment to Certificate of Incorporation dated September
                   13, 1996 (incorporated by reference to Exhibit 3.5 to the
                   Company's Annual Report on Form 10-KSB for the period ended
                   September 30, 1996).

        3.6        By-laws (incorporated by reference to Exhibit 3.2 to
                   Registration Statement on Form S-18, No. 33-7778).

        3.7        Amendment to By-Laws dated July 1995 (incorporated by
                   reference to Exhibit 3.7 to the Company's Annual Report on
                   Form 10-KSB for the period ended September 30, 1996).

        4.1        Specimen Certificate of Common Stock (incorporated by
                   reference to Exhibit 4.1 to the Company's Annual Report on
                   Form 10-KSB for the period ended September 30, 1996).

        10.1       Form of Indemnification Agreement between the Company and
                   its Officers and Directors (incorporated by reference to
                   Exhibit 10.35 to Registration Statement on Form S-1, No.
                   33-20886).

        10.2       Form of Warrant dated as of September 15, 1995 between the
                   Company and William F. Finley (incorporated by reference to
                   Exhibit 10.65 to the Company's Report on Form 10-KSB for
                   fiscal year ended September 30, 1995).


                                       29


<PAGE>   32


        10.3       Form of Warrant Agreement for Warrants issued in September
                   1996 (incorporated by reference to Exhibit 10.69 to the
                   Company's Annual Report on Form 10-KSB for the period ended
                   September 30, 1996).

        10.4       Executive Employment Agreement dated as of September 11,
                   1997 between the Company and William F. Finley (incorporated
                   by reference to Exhibit 10.71 to Report on Form 10-KSB for
                   fiscal year ended September 30, 1997).

        10.5       Managing Director's Agreement dated as of September 11, 1997
                   between the Company's subsidiary, MKP, and Susan Michaelson
                   (incorporated by reference to Exhibit 10.72 to the Company's
                   Annual Report on Form 10-KSB for fiscal year ended September
                   30, 1997).

        10.6       Managing Director's Agreement dated as of September 11, 1997
                   between the Company's subsidiary, MKP, and Hillary Kelbick
                   (incorporated by reference to Exhibit 10.73 to the Company's
                   Annual Report on Form 10-KSB for fiscal year ended September
                   30, 1997).

        10.7       Form of Warrant dated as of December 29, 1997 issued to
                   Duncan Burke (incorporated by reference to Exhibit 10.74 to
                   the Company's Annual Report on Form 10-KSB for fiscal year
                   ended September 30, 1997).

        10.8       Form of Warrant dated as of December 29, 1997 issued to
                   Richard Levy (incorporated by reference to Exhibit 10.75 to
                   the Company's Annual Report on Form 10-KSB for fiscal year
                   ended September 30, 1997).

        10.9       First Amendment to Executive Employment Agreement by and
                   among the Company, FPC Information Corp. and William F.
                   Finley dated as of October 1, 1998 (incorporated by
                   reference to Exhibit 10.77 to the Company's Quarterly Report
                   on Form l0-QSB for the fiscal quarter ended September 30,
                   1998).

        10.10      First Amendment to Managing Director's Agreement between MKP
                   and Susan Michaelson dated as of October 1, 1998
                   (incorporated by reference to Exhibit 10.78 to the Company's
                   Quarterly Report on Form 10-QSB for the fiscal quarter ended
                   September 30, 1998).

        10.11      First Amendment to Managing Director's Agreement between MKP
                   and Hillary Kelbick dated as of October 1, 1998
                   (incorporated by reference to Exhibit 10.79 to the Company's
                   Quarterly Report on Form l0-QSB for the fiscal quarter ended
                   September 30, 1998).


                                       30


<PAGE>   33

        10.12      Restated and Amended Shareholders Agreement dated as of
                   October 18, 1994 by and among MKP, Susan Michaelson, Hillary
                   Kelbick and the Company, effective as of October 1, 1998
                   (incorporated by reference to Exhibit 10.80 to the Company's
                   Annual Quarterly on Form 10-QSB for the fiscal quarter ended
                   September 30, 1998).

        10.13      Form of Warrant dated as of October 21, 1998 between the
                   Company and Richard Levy (incorporated by reference to
                   Exhibit 10.81 to the Company's Annual Report on Form 10-KSB
                   for the fiscal year ended December 31, 1998).

        10.14      Form of Warrant dated as of October 21, 1998 between the
                   Company and Duncan G. Burke (incorporated by reference to
                   Exhibit 10.82 to the Company's Annual Report on Form 10-KSB
                   for the fiscal year ended December 31, 1998).

        10.15      Form of Warrant dated as of October 21, 1998 between the
                   Company and Ottavio Serena (incorporated by reference to
                   Exhibit 10.83 to the Company's Annual Report on Form 10-KSB
                   for the fiscal year ended December 31, 1998).

        10.16      Form of Warrant dated as of October 21, 1998 between the
                   Company and Gary S. Friedman (incorporated by reference to
                   Exhibit 10.84 to the Company's Annual Report on Form 10-KSB
                   for the fiscal year ended December 31, 1998).

        10.17      Form of Warrant dated as of October 21, 1998 between the
                   Company and Charlotte Tuck (incorporated by reference to
                   Exhibit 10.85 to the Company's Annual Report on Form 10-KSB
                   for the fiscal year ended December 31, 1998).

        10.18      Form of Warrant Agreement dated as of October 21, 1998
                   covering warrants issued to Richard Levy, Duncan G. Burke,
                   Ottavio Serena, Gary S. Friedman and Charlotte Tuck
                   (incorporated by reference to Exhibit 10.86 to the Company's
                   Annual Report on Form 10-KSB for the fiscal year ended
                   December 31, 1998).

        10.19      Restated and Amended Executive Employment Agreement between
                   the Company and William F. Finley (incorporated by reference
                   to Exhibit 10.87 to the Company's Quarterly Report on Form
                   10-QSB for the fiscal quarter ended March 31, 1999).

        10.20      Stock Purchase and Sale Agreement dated as of November 17,
                   1999 by and among the Company, Robert S. Trump and Jeffrey
                   Silverman (incorporated by reference to Exhibit 10.1 to the
                   Company's Current Report on Form 8-K filed November 30,
                   1999).



                                       31


<PAGE>   34


        10.21      Stock Purchase and Sale Agreement dated as of November 17,
                   1999 by and among the Company, Robert S. Trump and Ronald
                   Nash (incorporated by reference to Exhibit 10.2 to the
                   Company's Current Report on Form 8-K filed November 30,
                   1999).

        10.22      Stockholders Agreement dated as of November 17, 1999 by and
                   among the Company, Robert S. Trump, Jeffrey Silverman, and
                   Ronald Nash (incorporated by reference to Exhibit 10.3 to
                   the Company's Current Report on Form 8-K filed November 30,
                   1999).

        10.23      Option Agreement dated November 17, 1999 between Robert S.
                   Trump and Jeffrey Silverman (for 500,000 options exercisable
                   for two years at $.8125 per share) (incorporated by
                   reference to Exhibit 10.4 to the Company's Current Report on
                   Form 8-K filed November 30, 1999).

        10.24      Option Agreement dated November 17, 1999 between Robert S.
                   Trump and Jeffrey Silverman (for 500,000 options exercisable
                   for three years at $1.3125 per share) (incorporated by
                   reference to Exhibit 10.5 to the Company's Current Report on
                   Form 8-K filed November 30, 1999).

        10.25      Option Agreement dated November 17, 1999 between Robert S.
                   Trump and Jeffrey Silverman (for 250,000 options exercisable
                   for three years at $5.00 per share) (incorporated by
                   reference to Exhibit 10.6 to the Company's Current Report on
                   Form 8-K filed November 30, 1999).

        10.26      Option Agreement dated November 17, 1999 between Robert S.
                   Trump and Ronald Nash (for 500,000 options exercisable for
                   two years at $.8125 per share) (incorporated by reference to
                   Exhibit 10.7 to the Company's Current Report on Form 8-K
                   filed November 30, 1999).

        10.27      Option Agreement dated November 17, 1999 between Robert S.
                   Trump and Ronald Nash (for 500,000 options exercisable for
                   three years at $1.3125 per share) (incorporated by reference
                   to Exhibit 10.8 to the Company's Current Report on Form 8-K
                   filed November 30, 1999).



                                       32


<PAGE>   35


        10.28      Option Agreement dated November 17, 1999 between Robert S.
                   Trump and Ronald Nash (for 250,000 options exercisable for
                   three years at $5.00 per share) (incorporated by reference
                   to Exhibit 10.9 to the Company's Current Report on Form 8-K
                   filed November 30, 1999).

        10.29      Option Agreement dated as of November 17, 1999 between the
                   Company and Jeffrey Silverman (incorporated by reference to
                   Exhibit 10.10 to the Company's Current Report on Form 8-K
                   filed November 30, 1999).

        10.30      Option Agreement dated as of November 17, 1999 between the
                   Company and Ronald Nash (incorporated by reference to
                   Exhibit 10.11 to the Company's Current Report on Form 8-K
                   filed November 30, 1999).

        10.31      Registration Rights Agreement dated as of November 17, 1999
                   by and among the Company, Robert S. Trump, William F.
                   Finley, Jeffrey Silverman and Ronald Nash (incorporated by
                   reference to Exhibit 10.12 to the Company's Current Report
                   on Form 8-K filed November 30, 1999).

        10.32      Amended and Restated Employment Agreement dated as of
                   November 17, 1999 between the Company and William F. Finley
                   (incorporated by reference to Exhibit 10.13 to the Company's
                   Current Report on Form 8-K filed November 30, 1999).

        10.33      First Amendment to the Restated and Amended Shareholders
                   Agreement dated as of November 16, 1999 by and among
                   Michaelson Kelbick Partners, the Company, Susan Michaelson
                   and Hillary Kelbick (incorporated by reference to Exhibit
                   10.14 to the Company's Current Report on Form 8-K filed
                   November 30, 1999).

        10.34      Restated and Amended Managing Director's Agreement dated as
                   of November 16, 1999 between Michaelson Kelbick Partners
                   Inc. and Susan Michaelson (incorporated by reference to
                   Exhibit 10.15 to the Company's Current Report on Form 8-K
                   filed November 30, 1999).



                                       33



<PAGE>   36


        10.35      Restated and Amended Managing Director's Agreement dated as
                   of November 16, 1999 between Michaelson Kelbick Partners
                   Inc. and Hillary Kelbick (incorporated by reference to
                   Exhibit 10.16 to the Company's Current Report on Form 8-K
                   filed November 30, 1999).

        *10.36     Secured Promissory Note dated December 15, 1999, of the
                   Company in the principal amount of $500,000 in favor of
                   Robert S. Trump.

        *10.37     Security Agreement dated December 15, 1999 between the
                   Company and Robert S. Trump.

        *10.38     Amendment dated as of January 10, 2000 to Executive
                   Employment Agreement of William F. Finley

        *10.39     Option Agreement dated as of January 12, 2000 between the
                   Company and Jeffrey Silverman

        *10.40     Option Agreement dated as of January 12, 2000 between the
                   Company and Ronald Nash

         10.41     Agreement and Plan of Merger dated February 23, 2000 between
                   the Company, FPC Acquisition Corp., iMapData.com, Inc.,
                   William Lilley III and Laurence J. DeFranco (incorporated by
                   reference to Exhibit 10.17 to the Company's Current Report
                   on Form 8-K filed February 24, 2000)

         16.1      Letter from Goldstein and Morris addressed to the Securities
                   and Exchange Commission (incorporated by reference to
                   Exhibit 16.1 to the Company's Current Report on Form 8-K
                   filed January 24, 2000.)

        *21.1      Subsidiaries of the Company.

        *27.1      Financial Data Schedule.

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

     (b)        The Company filed the following Current Reports on Form 8-K
during the fiscal quarter ended December 31, 1999, and thereafter during the
interim period commencing January 1, 2000 through March 14, 2000:

          (i)               the Company's Current Report on Form 8-K dated
                            November 30, 1999 (filed on November 30, 1999), in
                            which the Company reported, among other things, a
                            change in control of the Company arising by reason
                            of the acquisition by Jeffrey Silverman and Ronald
                            Nash of shares of stock and options purchased from
                            Robert S. Trump and the issuance of options by the
                            Company to Messrs. Silverman and Nash,






                                       34


<PAGE>   37



                            as well as the appointment of Messrs. Silverman and
                            Nash to the Company's Board of Directors, the
                            execution of a stockholders agreement by and among
                            the Company and Messrs. Silverman, Nash and Trump
                            and new and/or amended employment agreements
                            between the Company and each of William F. Finley,
                            Susan Michaelson and Hillary Kelbick;

          (ii)              the Company's Current Report on Form 8-K dated
                            January 13, 2000 (filed on January 19, 2000), in
                            which the Company reported that Jeffrey Silverman
                            had been named the Company's chief executive
                            officer, Ronald Nash had been named the Company's
                            president, and the Company issued options to
                            purchase 1,000,000 shares of common stock to each
                            of Messrs. Silverman and Nash in lieu of salaries;

          (iii)             the Company's Current Report on Form 8-K dated
                            January 20, 2000 (filed on January 24, 2000), in
                            which the Company reported a change in the
                            Company's certifying accountants to Grant Thornton
                            LLP, replacing Goldstein & Morris; and

          (iv)              the Company's Current Report on Form 8-K dated
                            February 24, 2000 (filed on February 24, 2000) in
                            which the Company reported that the Company had
                            entered into an Agreement and Plan of Merger
                            pursuant to which iMapData.com, Inc. will be
                            acquired by the Company for 1,000,000 shares of the
                            Company's common stock.


                                       35


<PAGE>   38






                                   SIGNATURES

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

Dated: March 29, 2000

                                             FINANCIAL PERFORMANCE CORPORATION

                                             By: /s/ Jeffrey Silverman
                                                 ------------------------------
                                                 Jeffrey Silverman
                                                 Chief Executive Officer

            In accordance with the Exchange Act, this report has been signed by
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.


<TABLE>
<CAPTION>
              SIGNATURE                         TITLE                                           DATE
              ---------                         -----                                           ----
<S>                                     <C>                                                <C>

/s/ Jeffrey Silverman
----------------------------            Chief Executive Officer and Director                March 29, 2000
Jeffrey Silverman

/s/ Ronald Nash
----------------------------            President and Director                              March 29, 2000
Ronald Nash

/s/ William F. Finley
----------------------------            Chief Financial Officer and Director                March 29, 2000
William F. Finley

/s/ Ottavio serena
----------------------------            Vice President and Director                         March 29, 2000
Ottavio Serena

/s/ Richard Levy
----------------------------            Secretary and Director                              March 29, 2000
Richard Levy

/s/ William Lilley III
---------------------------             Director                                            March 29, 2000
William Lilley III
</TABLE>




                                       36


<PAGE>   39

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



<TABLE>
<CAPTION>
                                                                     Page
                                                                     ----
<S>                                                                <C>
Reports of Independent Certified Public Accountants                F-2 - F-3

Financial Statements

      Consolidated Balance Sheets                                        F-4

      Consolidated Statements of Operations                              F-5

      Consolidated Statement of Stockholders' Equity                     F-6

      Consolidated Statements of Cash Flows                              F-7

      Notes to Consolidated Financial Statements                  F-8 - F-16
</TABLE>


                                     F-1
<PAGE>   40
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




To the Board of Directors and Shareholders
     FINANCIAL PERFORMANCE CORPORATION AND SUBSIDIARIES


We have audited the accompanying consolidated balance sheet of Financial
Performance Corporation and Subsidiaries as of December 31, 1999, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Financial Performance Corporation and Subsidiaries as of December 31, 1999, and
the consolidated results of their operations and their consolidated cash flows
for the year then ended, in conformity with accounting principles generally
accepted in the United States.




GRANT THORNTON LLP


New York, New York
March 14, 2000


                                       F-2
<PAGE>   41
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To the Board of Directors and Shareholders
Financial Performance Corporation and Subsidiaries
New York, New York


We have audited the accompanying consolidated balance sheet of Financial
Performance Corporation and Subsidiaries as of December 31, 1998 and the related
consolidated statements of changes in stockholders' equity, operations and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Financial
Performance Corporation and Subsidiaries as of December 31, 1998 and the results
of its consolidated operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.




GOLDSTEIN AND MORRIS


New York, New York
February 23, 1999


                                      F-3
<PAGE>   42
               Financial Performance Corporation and Subsidiaries

                           CONSOLIDATED BALANCE SHEETS

                                  December 31,



<TABLE>
<CAPTION>
                                      ASSETS                                               1999                  1998
                                                                                           ----                  ----
<S>                                                                                    <C>                   <C>
Current assets
   Cash and cash equivalents                                                           $ 4,179,179           $ 6,287,148
   Restricted cash                                                                         500,000                     -
   Short-term investments                                                                  485,000                     -
   Accounts receivable                                                                      24,843               342,783
   Prepaid expenses and other current assets                                               321,003                31,275
                                                                                       -----------          ------------

         Total current assets                                                            5,510,025             6,661,206

Property and equipment, net of accumulated depreciation                                    219,571               213,729

Investment in subsidiary (FPC Information Corp.)                                                 -               666,039

Other assets                                                                               280,779               310,086
                                                                                       -----------           -----------

                                                                                       $ 6,010,375           $ 7,851,060
                                                                                        ==========            ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
   Accounts payable and accrued expenses                                              $    988,287           $ 2,841,188
   Secured promissory note due stockholder                                                 500,000                -
                                                                                       -----------            ----------

         Total current liabilities                                                       1,488,287             2,841,188

Minority interest in consolidated subsidiaries                                           1,029,046               848,046

Commitments and contingencies

Stockholders' equity
   Common stock - 50,000,000 shares authorized, $.01 par
     value; 9,928,034 and 9,471,534 shares issued and
    outstanding at December 31, 1999 and 1998, respectively                                 99,280                94,715
   Additional paid-in capital                                                            7,945,696             7,756,261
   Accumulated deficit                                                                  (4,551,934)           (3,689,150)
                                                                                        ----------            ----------

                                                                                         3,493,042             4,161,826
                                                                                        ----------            ----------

                                                                                       $ 6,010,375           $ 7,851,060
                                                                                        ==========            ==========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                      F-4
<PAGE>   43
               Financial Performance Corporation and Subsidiaries

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                             Year ended December 31,



<TABLE>
<CAPTION>
                                                                                          1999                   1998
                                                                                          ----                   ----
<S>                                                                                     <C>                   <C>
Revenues                                                                                $12,269,351           $21,492,151

Costs and expenses
    Cost of revenues                                                                      8,986,701            14,823,626
    Salaries and related expenses                                                         1,435,179             2,235,358
    Selling, general and administrative                                                   1,883,190             1,486,869
                                                                                        -----------           -----------

                                                                                         12,305,070            18,545,853

         Operating (loss) income                                                            (35,719)            2,946,298
                                                                                       ------------           -----------

Other income (expenses)
    Investment income                                                                       131,323                80,515
    Loss from FPC Information Corp.                                                        (167,000)             (257,000)
    Write-off of investment in FPC Information Corp.                                       (478,224)                    -
    Minority interest in earnings of subsidiary                                            (181,000)             (400,000)
                                                                                       ------------          ------------

                                                                                           (694,901)             (576,485)
                                                                                       ------------          ------------

         (Loss) income  before income taxes                                                (730,620)            2,369,813

Income taxes                                                                                132,164               262,106
                                                                                       ------------          ------------

         NET (LOSS) INCOME                                                            $    (862,784)         $  2,107,707
                                                                                       ============           ===========

Basic (loss) income per share                                                                $(.09)                $0.24
                                                                                              ====                  ====

Diluted (loss) income per share                                                              $(.09)                $0.23
                                                                                              ====                  ====

Weighed average shares outstanding
    Basic                                                                                 9,520,263             8,967,367
                                                                                        ===========           ===========

    Diluted                                                                               9,520,263             9,152,188
                                                                                        ===========           ===========
</TABLE>







        The accompanying notes are an integral part of these statements.

                                      F-5
<PAGE>   44
               Financial Performance Corporation and Subsidiaries

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                     Years ended December 31, 1999 and 1998



<TABLE>
<CAPTION>
                                                Common stock                    Additional
                                           ------------------------              paid-in           Accumulated
                                           Shares         Par value              capital             deficit            Total
                                           ------         ---------              -------             -------            -----
<S>                                       <C>               <C>                 <C>                <C>                 <C>
Balance at January 1, 1998                8,021,534         $    80,215         $ 7,480,761        $(5,796,857)        $ 1,764,119

Issuance of shares in private
   placement, net of costs                1,450,000              14,500             275,500                 --             290,000

Net income                                                                                           2,107,707           2,107,707
                                        -----------         -----------         -----------        -----------         -----------

Balance at December 31, 1998              9,471,534              94,715           7,756,261         (3,689,150)          4,161,826

Issuance of shares upon exercise
   of warrants                              156,500               1,565              79,935                 --              81,500

Issuance of shares for services             300,000               3,000             109,500                 --             112,500

Net loss                                                                                              (862,784)           (862,784)
                                        -----------         -----------         -----------        -----------         -----------

BALANCE AT DECEMBER 31, 1999              9,928,034         $    99,280         $ 7,945,696        $(4,551,934)        $ 3,493,042
                                        ===========         ===========         ===========        ===========         ===========
</TABLE>












         The accompanying notes are an integral part of this statement.

                                      F-6
<PAGE>   45
               Financial Performance Corporation and Subsidiaries

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                             Year ended December 31,


<TABLE>
<CAPTION>
                                                                                          1999                1998
                                                                                          ----                ----
<S>                                                                                   <C>                   <C>
Cash flows from operating activities
  Net (loss) income                                                                   $   (862,784)         $2,107,707
  Adjustments to reconcile net (loss) income to net
     cash (used in) provided by operating activities
       Depreciation and amortization                                                       110,730             212,435
       Minority interest in earnings of consolidated subsidiaries                          181,000             400,000
       Loss from and write-off of  FPC Information Corp.                                   645,224             257,000
       Noncash compensation                                                                116,100                   -
       Gain on sale of securities                                                           24,292                   -
       Changes in operating assets and liabilities
         Accounts receivable                                                               317,940             377,833
         Prepaid expenses and other current assets                                        (329,426)             47,835
         Other assets                                                                       13,307              (6,280)
         Accounts payable and accrued expenses                                          (1,852,901)            933,035
                                                                                        ----------          ----------

       Net cash (used in) provided by operating activities                              (1,636,518)          4,329,565
                                                                                        ----------           ---------

Cash flows from investing activities
  Acquisition of equipment                                                                (113,058)            (89,635)
  Short-term investments                                                                  (485,000)                  -
  Restricted cash                                                                         (500,000)                  -
  Proceeds from sale of marketable securities                                               84,292                   -
  Purchases of marketable securities                                                       (60,000)                  -
  Investment in FPC Information Corp.                                                       20,815            (499,000)
                                                                                      ------------          ----------

       Net cash used in investing activities                                            (1,052,951)           (588,635)
                                                                                        ----------          ----------
Cash flows from financing activities
  Proceeds from sale of common shares                                                            -             290,000
  Proceeds from exercise of warrants                                                        81,500                   -
  Proceeds from secured promissory note                                                    500,000                   -
                                                                                       -----------           ---------

       Net cash provided by financing activities                                           581,500             290,000
                                                                                       -----------          ----------

       NET (DECREASE) INCREASE IN CASH                                                  (2,107,969)          4,030,930

Cash and cash equivalents, at beginning of year                                          6,287,148           2,256,218
                                                                                        ----------           ---------

Cash and cash equivalents at end of year                                               $ 4,179,179          $6,287,148
                                                                                        ==========           =========

Supplemental disclosure of cash flow information:
  Cash paid during the year for
      Income taxes                                                                    $    132,164         $   201,535
                                                                                       ===========          ==========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                      F-7
<PAGE>   46
               Financial Performance Corporation and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 1999 and 1998



NOTE A - NATURE OF BUSINESS

     Financial Performance Corporation (the "Company") through its subsidiaries,
     markets merger communications services to the financial services industry.


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     1.   Principles of Consolidation

          The consolidated financial statements include the accounts of
          Financial Performance Corporation and its 80%-owned subsidiary,
          Michaelson Kelbick Partners Inc. ("MKP"). All significant intercompany
          accounts and transactions have been eliminated.

          Condensed financial information of MKP, excluding intercompany
          eliminations, as of December 31, 1999 and 1998 and for the years then
          ended is as follows:

<TABLE>
<CAPTION>
                                                                        Year ended December 31,
                                                                        -----------------------
                                                                        1999                  1998
                                                                        ----                  ----
<S>                                                                  <C>                <C>
          Cash and cash equivalents                                  $  4,012,00        $  5,910,000
          Short-term investments                                         485,000                   -
          Accounts receivable                                             25,000             343,000
          Other assets                                                   256,000             281,000
          Accounts payable                                               517,000           2,478,000
          Revenues                                                    12,269,000          21,492,000
          Operating costs                                             11,360,000          19,312,000
          Net income                                                     905,000           1,999,000
</TABLE>

         Intercompany management fees of $766,000 and $1,714,000 were included
         in MKP's operating costs for the years ended December 31, 1999 and
         1998, respectively. These amounts were eliminated upon consolidation.

     2.  Earnings (Loss) Per Common Share

         Basic earnings (loss) per common share were calculated by dividing net
         income by the weighted average number of common shares outstanding
         during the year. Diluted earnings per share were calculated by dividing
         net income by the sum of the weighted average number of common shares
         outstanding plus all additional common shares that would have been
         outstanding if potentially dilutive common shares had been issued.

                                      F-8
<PAGE>   47
               Financial Performance Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE B (CONTINUED)

     3.  Cash and Cash Equivalents

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

     4.  Estimates

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and the reported amounts of revenue
         and expenses during the reporting period. Actual results could differ
         from those estimates.

     5.  Property and Equipment

         Property and equipment are stated at cost less accumulated
         depreciation. Depreciation is computed on a straight-line basis over
         the estimated useful lives of the applicable assets ranging from five
         to seven years.

         Leasehold improvements are amortized over the terms of the related
         leases or the estimated useful lives of the improvements, whichever is
         less. Significant improvements extending the useful lives of assets are
         capitalized. When assets are retired or otherwise disposed of, the cost
         and related accumulated depreciation is removed from the accounts and
         any resulting gain or loss is reflected in current operating results.

     6.  Stock-Based Compensation

          The Company has elected to follow Accounting Principles Board Opinion
          No. 25 ("APB No. 25"), "Accounting for Stock Issued to Employees," and
          related interpretations in accounting for its employee stock options.
          Under APB No. 25, because the exercise price of employee stock options
          equals the market price of the underlying stock on the date of grant,
          no compensation expense is recorded. The Company has elected the
          disclosure-only provisions of Statement of Financial Accounting
          Standards No. 123, "Accounting for Stock-Based Compensation."

     7.   Revenue Recognition

          Revenue is recognized as services are rendered.


                                      F-9
<PAGE>   48
               Financial Performance Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE C - TRANSACTION WITH SIGNIFICANT STOCKHOLDERS

     On November 17, 1999, in consideration of $500,000, Jeffrey Silverman and
     Ronald Nash purchased from Robert Trump an aggregate of 1,000,000 shares of
     the Company's common stock and received options to purchase an additional
     2,500,000 shares of the Company's stock from Mr. Trump. In addition, the
     Company granted to Messrs. Silverman and Nash five-year options to purchase
     an aggregate of 2,000,000 shares of common stock immediately exercisable at
     $.43 per share. The options issued have been accounted for in accordance
     with APB No. 25.


NOTE D - PROPERTY AND EQUIPMENT

     Property and equipment include the following at December 31, 1999 and 1998:

<TABLE>
<CAPTION>
                                                                       1999                1998
                                                                       ----                ----
<S>                                                                  <C>                 <C>
          Computer equipment                                         $265,320            $192,513
          Furniture and fixtures                                      187,743             159,978
          Leasehold improvements                                       33,977              33,977
                                                                     --------            --------

                                                                      487,040             386,468
          Less accumulated depreciation                               267,469             172,739
                                                                      -------             -------

                                                                     $219,571            $213,729
                                                                      =======             =======
</TABLE>

     Depreciation expense was $94,730 and $74,870 for the years ended December
     31, 1999 and 1998, respectively.


NOTE E - INCOME TAXES

     At December 31, 1999, the Company has net operating loss carryforwards of
     approximately $3,000,000, which expire in various years through 2013,
     available to offset future taxable income. At December 31, 1999, the
     Company had a deferred tax asset amounting to approximately $1,200,000. The
     deferred tax asset consists primarily of net operating loss carryforwards
     and has been fully offset by a valuation allowance of the same amount.
     Certain provisions of the tax law may limit the net operating loss
     carryforwards available for use in any given year in the event of a
     significant change in ownership interest.


                                      F-10
<PAGE>   49
               Financial Performance Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE E (CONTINUED)

     The income tax expense for the years ended December 31, 1999 and 1998
     represents state and local income taxes on the income of MKP.

     The provision for income taxes differs from the amount of income taxes
     determined by applying the applicable U.S. statutory rate of 35% to pretax
     income (loss) as a result of the following differences.

<TABLE>
<CAPTION>
                                                                        1999                 1998
                                                                        ----                 ----
<S>                                                                   <C>                  <C>
          Statutory U.S. rates                                          (35)%                 35%
          Valuation allowance (utilization of) loss
              carryforwards                                              35                  (35)
          State and local income taxes                                   18                    8
          Other                                                           -                    3
                                                                       ----                 ----

                                                                         18%                  11%
                                                                        ===                  ===
</TABLE>


NOTE F - WRITE-OFF OF INVESTMENT IN FPC INFORMATION CORP.

     During the fourth quarter of 1999, the Company wrote off its equity
     investment in FPC Information Corp. The Company continually reviews all
     components of its business for possible improvement in future
     profitability. Based on this review, it was determined that the likelihood
     of recovering the investment would be remote given the continued losses and
     lack of revenue generated by FPC Information Corp. since its inception in
     1994.


NOTE G - SIGNIFICANT CUSTOMERS

     For the year ended December 31, 1999, two customers of MKP accounted for
     75% and 17%, respectively, of the Company's consolidated revenues. For the
     year ended December 31, 1998, three customers accounted for 55%, 18% and
     10%, respectively, of the Company's consolidated revenues.


                                      F-11
<PAGE>   50
               Financial Performance Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE H - WARRANTS TO PURCHASE COMMON STOCK

     At December 31, 1999, the Company had outstanding warrants as follows:

<TABLE>
<CAPTION>
               Number of                Exercise                Expiration
                shares                   price                    date
                ------                   -----                    ----
<S>                                     <C>                 <C>
                650,000                 $0.50               November 30, 2004
                738,500                  1.00               September 15, 2006
                200,000                   .50               September 15, 2010
</TABLE>

      Warrants for 156,500 shares were exercised in 1999. Warrants for 6,500 of
      those shares were paid during 1999 but remained unissued as of December
      31, 1999. The 6,500 shares are reflected as issued in the accompanying
      financial statements.


NOTE I - INCENTIVE STOCK OPTION PLAN

     In March 1988, the Company adopted a stock option plan. The plan provided
     for the granting of options to purchase up to 140,000 shares of common
     stock to key employees, officers and directors at an exercise price equal
     to fair market value at the date of grant. The right to exercise options
     granted under the plan commenced one year from the date of the grant and
     such options were exercisable in increments of 25% each year provided
     employment with the Company was continuous. The plan expired by its terms
     in October 1998.


NOTE J - EMPLOYEE BENEFIT PLANS

     In January 1997, the Company established a 401(k) salary deferred benefit
     plan covering substantially all employees who have met certain
     requirements. The plan requires Company contributions equal to 50% of a
     participant's contribution to a maximum of 3% of each participant's
     contribution.

     In September 1997, the Company amended its 401(k) plan to provide a
     provision for discretionary profit sharing plan contributions. Total
     contributions to the plan, (401(k) and profit sharing), were $120,174 and
     $127,000 for the years ended December 31, 1999 and 1998, respectively.



                                      F-12
<PAGE>   51
               Financial Performance Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE K - COMMITMENTS

     In December 1999, the Company entered into a new noncancelable operating
     lease for additional office space which commences on January 1, 2000 and
     expires on December 31, 2009. This lease is in addition to the existing
     lease which expires on October 31, 2006. The leases include provisions
     requiring the Company to pay a proportionate share of increases in real
     estate taxes and operating expenses over base period amounts.

     Minimum payments for the leased properties for subsequent years are as
     follows:

<TABLE>
<CAPTION>
<S>                                                      <C>
                         Years ending December 31,
                            2000                         $   920,000
                            2001                             932,000
                            2002                           1,066,000
                            2003                           1,066,000
                            2004                           1,066,000
                            Thereafter                     4,122,000
                                                           ---------

                                                           9,172,000
                            Less sublease rentals          1,000,000
                                                           ---------
                                                           $8,172,000
                                                           ---------
</TABLE>

     Rent and equipment leasing expenses for the years ended December 31, 1999
     and 1998 were $320,896 and $370,734, respectively.


NOTE L - EMPLOYMENT AGREEMENTS

     In November 1999, the Company entered into an employment agreement with
     William F. Finley, currently Chief Financial Officer, which amended and
     restated the Amended and Restated Executive Employment Agreement dated
     April 21, 1999 between the Company and Mr. Finley. The Company paid Mr.
     Finley $250,000 upon execution of the new employment agreement and issued
     to him 100,000 shares of common stock. Under the terms of the new
     employment agreement, the Company will continue to pay Mr. Finley a base
     salary of $250,000 per annum. The new employment agreement eliminates Mr.
     Finley's right to terminate his employment and receive payment from the
     Company upon a change of control. In addition, the new employment agreement
     eliminates the Company's obligation to make penalty payments for nonrenewal
     of the employment agreement. If the Company terminates Mr. Finley's
     employment, other than for cause or by death or disability, or if Mr.
     Finley terminates his


                                      F-13
<PAGE>   52
               Financial Performance Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE L (CONTINUED)

     employment for good reason (as defined in the agreement), Mr. Finley is
     entitled to his annual base salary through the end of the term payable in
     one lump sum, and may "put" all of the shares (including shares underlying
     options, warrants and other convertible securities) then owned by him to
     the Company at a per share price equal to the fair market value. The new
     employment agreement eliminates provisions for bonus payments and the right
     to receive stock upon the Company's termination of Mr. Finley's employment
     (other than for cause or by death or disability) or Mr. Finley's
     termination of his employment for good reason (as defined in the
     agreement). The new employment agreement expires on September 30, 2000.

     In November 1999, Susan Michaelson and Hilary Kelbick, Managing Directors
     of MKP, entered into a Restated and Amended Managing Directors' Agreement
     with MKP. The employment agreements with each of Ms. Michaelson and Ms.
     Kelbick expire on September 10, 2000, subject to renewal. The annual base
     salary of $250,000 payable to each of Ms. Michaelson and Ms. Kelbick is
     subject to periodic increases to be determined by MKP's Board of Directors.
     The employment agreements also provide for an annual incentive compensation
     payment for each of Ms. Michaelson and Ms. Kelbick equal to a percentage,
     determined annually by MKP's Board of Directors (not to exceed 30% in the
     aggregate for both Ms. Michaelson and Ms. Kelbick), of the net income
     before taxes of MKP. Ms. Michaelson and Ms. Kelbick have the option to
     receive bonus payments in cash, in stock of FPC or a combination of stock
     and cash. If, at the expiration of the term, MKP elects not to renew the
     respective employment agreement of Ms. Michaelson or Ms. Kelbick, such
     employee will be entitled to receive a severance payment in the amount of
     $350,000. If either Ms. Michaelson or Ms. Kelbick elects not to renew her
     respective employment agreement with MKP at the expiration of the term, the
     respective employee will be entitled to receive a severance payment of
     $250,000.

     In November 1999, the Company, MKP, Susan Michaelson and Hillary Kelbick
     entered into the First Amendment to the Restated and Amended Shareholders'
     Agreement. Under the Amendment, Ms. Michaelson and Ms. Kelbick each have
     the option to require MKP to purchase all of her stock of MKP at the cash
     value (as defined in the First Amendment) of such stock in the event of the
     termination of her employment, provided, however, that if MKP terminates
     Ms. Michaelson or Ms. Kelbick for cause, MKP will only be required to pay
     fifty percent (50%) of the cash value of the stock. If either Ms.
     Michaelson or Ms. Kelbick does not exercise her right to have MKP purchase
     her stock, MKP has the option to purchase such stock at the "agreed value"
     (as defined in the Shareholders' Agreement).


                                      F-14
<PAGE>   53
               Financial Performance Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE M - OTHER ASSETS

     Included in other assets at December 31, 1999 and 1998 is a $180,000
     Certificate of Deposit which is pledged as security for a letter of credit
     issued in connection with the lease for office space (see Note K). The
     certificate of deposit exceeds the federally insured limit.


NOTE N - CONCENTRATION OF CREDIT RISK

     The Company maintains its cash and cash equivalents with a major financial
     institution. The balance at December 31, 1999 exceeds federally insured
     limits. The Company performs periodic evaluations of the relevant credit
     standing of this financial institution in order to limit the amount of
     credit exposure.



NOTE O - EARNINGS (LOSS) PER SHARE INFORMATION

     The calculation of basic and diluted earnings (loss) per share for the
     years ended December 31, 1999 and 1998 is based upon the following:

<TABLE>
<CAPTION>
                                                                      December 31,
                                                                      ------------
                                                                   1999          1998
                                                                   ----          ----
<S>                                                            <C>             <C>
      Net income (loss) available to
          common share owners                                  $  (862,784)    $2,107,707
                                                                ==========      =========

      Average shares outstanding (a)                             9,520,263      8,967,367

      Dilutive securities -
          stock options and warrants (c)                                 -        184,821
                                                                 ---------      ---------

      Average shares outstanding
          assuming dilution (b)                                  9,520,263      9,152,188
                                                                 =========      =========
</TABLE>

     (a)  Used to compute basic earnings (loss) per share.
     (b)  Used to compute diluted earnings per share.
     (c)  Excluded from 1999 computation were 2,588,500 warrants
          and options which would be antidilutive.


                                      F-15
<PAGE>   54
               Financial Performance Corporation and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1999 and 1998



NOTE P - SECURED PROMISSORY NOTE DUE STOCKHOLDER

     In December 1999, the Company obtained a short-term $500,000 loan from a
     stockholder. The loan matures on February 15, 2000 with interest at 10% per
     annum. The loan is collateralized by a certificate of deposit of $500,000
     reflected as restricted cash on the balance sheet. The loan was repaid on
     February 15, 2000.


NOTE Q - SOFTWARE DEVELOPMENT COSTS

     An annual review of the recoverability was performed by management and
     $135,605 of capitalized software development costs were fully written off
     in 1998.


NOTE R - SUBSEQUENT EVENTS

     On January 12, 2000, Jeffrey Silverman was named Chairman and Chief
     Executive Officer of the Company and Ronald Nash was named President of the
     Company. In lieu of a salary, Messrs. Silverman and Nash each accepted from
     the Company five-year options to purchase 1,000,000 shares of the Company's
     common stock immediately exercisable at $14.50 per share.

     On March 3, 2000, the Company acquired the stock of iMapData.com Inc., an
     electronic database information and propriety web site development company,
     for 1,000,000 shares of the Company's stock (valued at $13 million based
     upon the closing price of the Company's stock on March 3, 2000). The
     acquisition will be accounted for under the purchase method of accounting.



                                      F-16