U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

     /X/ ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 (FEE REQUIRED) For the fiscal year ended: DECEMBER 31, 1999

     //  TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For  transition  period from _______
     to _______.

                             Commission File Number:

                          ORIGIN INVESTMENT GROUP, INC.
                         (Name of issuer in its charter)

MARYLAND                                                              36-4286069
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                            Identification Number)

              980 NORTH MICHIGAN  AVENUE,  SUITE 1400,  CHICAGO,  ILLINOIS 60611
               (Address of principal executive offices)(Zip Code)

                    Issuer's telephone number: (312) 988-4836

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

         Securities registered under Section 12 (g) of the Exchange Act:
                          COMMON STOCK, $.001 PAR VALUE
                                (Title of Class)

--------------------------------------------------------------------------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by  Section 13 or 15 (d) of the  Exchange  during the past 12 months
(or for such  shorter  period  that the  Registrant  was  required  to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
Days: Yes / / No /X/

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K is not contained in this form,  and will not be contained,  to
the best of the  Registrant's  knowledge,  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K: / /

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant  was  $7,955,213  based on the last  sale  price of the  Registrant's
common  stock on April 10,  2000,  ($3.75 per share) as  reported  by the Nasdaq
Stock Market.

The issuer had  4,121,390  shares of common  stock  outstanding  as of April 10,
2000. Documents incorporated by reference: YES

                                      -1-
<PAGE>
ITEM 1:  Description of Business

     Except  for  historical  information,  the  following  description  of  our
business contains forward-looking  statements based on current expectations that
involve risks and uncertainties. Our actual results could differ materially from
those set forth in these  forward-looking  statements as a result of a number of
factors. Unless specified otherwise,  the terms "we," "us," "our," "the company"
and "Origin" refer to Origin Investment Group, Inc.

Our Company

     We were formed on April 6, 1999 as a non-diversified  closed-end management
investment  company,  as those terms are used in the  Investment  Company Act of
1940 ("1940  Act").  We have elected to be  regulated as a business  development
company under the 1940 Act. The 1940 Act defines a business  development company
(a "BDC") as a closed-end  management  investment  company that  provides  small
businesses  that  qualify as an "eligible  portfolio  company"  with  investment
capital and also significant managerial assistance.  A BDC is required under the
1940 Act to  invest at least 70% of its  total  assets  in  "qualifying  assets"
consisting of (a) "eligible portfolio  companies" as defined in the 1940 Act and
(b) certain other assets  including  cash and cash  equivalents.  Because we are
currently in the  development  stage, we have not invested any of our assets and
all  capital  raised  thus far has been used for working  capital.  However,  we
intend to allocate  70% of our total  assets in  qualifying  assets once we have
successfully  completed our Series A Convertible  Preferred  Stock offering (See
Item 5 below).  Upon completion of this offering,  if fully subscribed,  we will
have raised since our inception,  a total of five million dollars  ($5,000,000).
We  anticipate  but are not certain that we will  complete  this offering in our
current 2000 fiscal year.

     An eligible  portfolio  company  generally is a U.S. company that is not an
investment  company and that (i) does not have a class of securities  registered
on an  exchange or included  in the  Federal  Reserve  Board's  over-the-counter
margin list; (ii) is actively  controlled by a BDC and has an affiliate of a BDC
on its  board of  directors;  or  (iii)  meets  such  other  criteria  as may be
established by the SEC.  "Control" under the 1940 Act is presumed to exist where
a BDC owns more than 25% of the  outstanding  voting  securities of the eligible
portfolio company.

     An example of an eligible  portfolio company is a new start-up company or a
privately  owned company that has not yet gone "public" by selling its shares in
the open  market and has applied  for having its shares  listed on a  nationally
recognized  exchange such as the New York Stock  Exchange  (NYSE),  the American
Stock  Exchange  (AMEX)  or the  National  Association  of  Securities  Dealers'
Automated   Quotation  System  (NASDAQ)  National  Market  System.  An  eligible
portfolio  company can also be one that is subject to filing,  has filed, or has
recently  emerged  from  reorganization  protection  under  Chapter  11  of  the
Bankruptcy Act.

Our Business and the Venture Capital Industry

     We are in the business of investing in emerging  companies  that are in the
growth stage of  development  by  providing  investment  capital and  managerial
assistance and otherwise  actively helping to build those companies.  Initially,
we will  seek to  invest  in  companies  that  are  profitable  and  engaged  in
information-technology   businesses,  broadly  defined  to  include  those  that

                                      -2-
<PAGE>
acquire,  warehouse,  process and disseminate information and related technology
that is developed to improve business and personal productivity. We have also
identified  the following  industries  that have, in our opinion,  strong growth
forecasts in the upcoming  several  years:  manufacturing  and  distribution  of
medical  equipment and devices;  manufacturing,  warehousing and distribution of
computer  supplies;  manufacturing,  procurement and  configuration  of personal
computers  including  network  integration,   imaging  equipment,  and  software
telecommunications   technologies;   development  and  manufacture  of  business
application  software and related  products and  services;  Internet  electronic
commerce development and consulting services, Web-site development and services,
the manufacture of Internet-related software and products and internet marketing
and consulting services.  We may later identify other industries that we believe
offer favorable investment  opportunities for us. Regardless of the industry, we
intend to invest in companies  seeking to expand their market  position and at a
stage of development that would benefit from our financing, market knowledge and
business development and management support.

     Our  business  is a part of the  venture  capital  industry,  which  is the
providing of growth capital to emerging  companies and actively helping to build
those  companies.  In the  past  twenty  years,  venture  capital  has  become a
multi-billion dollar industry that is recognized as one of the country's primary
sources of new economic growth.  The principal  reasons for this dramatic growth
have been (i) the venture capital industry's  investment rate of return and (ii)
the industry's  ability to  demonstrate  that the high risks of loss inherent in
investing in unproven companies can be significantly mitigated through investing
in  a  number  of  companies  in  a  balanced  portfolio,   and  through  active
professional  management of the investments in the individual companies invested
in.

     We  intend to use many of the risk  management  and  investment  strategies
common to the venture capital  industry such as  diversification,  co-investment
with other funds and  investing in companies in varying  stages of  development.
However, historical industry performance is not an indication of future industry
performance or of our performance.

     The venture capital industry has grown  substantially in recent years. Both
the number of companies  receiving  venture  capital  investments  and the total
dollar value of those  investments have increased  substantially.  A significant
portion  of  the   increase   in  venture   capital   investment   has  been  in
Internet-related  companies, a sector of the economy that we intend to emphasize
in our own  investing.  We believe  the  substantial  growth in venture  capital
investing is an indication of the favorable  investment  opportunities  the U.S.
economy offers to companies engaged in venture capital investing, including BDCs
such as Origin.  However, there can be no certainty that the economic conditions
that have spurred the growth in venture  capital  investing  opportunities  will
continue  into the  future  or that  returns  offered  through  venture  capital
investing will remain at current levels.

     There is a high level of  competition  in our business.  Recently,  a large
number of new venture capital companies have come into the marketplace, while at
the same time, already-established venture capital firms have been significantly
increasing the amounts of capital they are raising and  investing.  According to
statistics provided by the National Venture Capital  Association  (www.nvca.com)
in 1999, 409 venture  capital firms raised a record $46.55  billion,  which is a
66.9%  increase from 1998 when 275 venture  capital firms raised $27.9  billion.
This dramatic growth is not surprising,  considering the excellent  returns that
venture capital  investing has delivered to investors in recent years. Most U.S.
regions saw increases in venture  fundraising in 1999. The Northeast  ranked the
highest with $16.62  billion  raised.  Northern  California  ranked  second with
$16.22 billion raised.  Southern  California and the Rocky Mountains  region saw
the largest increase in fundraising activity, 483% and 438% respectively.

                                    -3-
<PAGE>
     Although  we reside in the  Midwest,  where there is a  relatively  smaller
number of venture capital companies operating, our search for eligible portfolio

companies extends to other regions and as a result, we will face competition not
only among venture capital  companies  located in the Midwest but among funds in
regions in which our portfolio  companies reside. One of the major disadvantages
that we have in relation to other  venture  capital  companies is that our asset
base, even when we have successfully  completed our current Series A Convertible
Preferred  offering,  will be  considerably  smaller than those of a majority of
other funds.  As a result,  we will have less money for  diversification  of our
investments,  which  will  subject  our  investments  to risks  associated  with
non-diversified   portfolios.  In  addition,  our  management  has  very  little
experience  in  assessing   companies  for   investments,   or  negotiating  and
structuring investments in companies that we identify.

Start-Up Status of Our Company

     Our  operations  began as recently as the latter half of 1999,  and we have
had no revenues  since  inception.  And although we have  identified a number of
industry  sectors in which we may invest,  we have not yet made any investments.
Accordingly,  it is not possible to describe any revenues,  operating  profit or
loss and identifiable assets attributable to any industry sectors invested in.

Planned Initial Investment

     We intend our first investment to be the acquisition of Encore Investments,
Inc. and Sigma Solutions,  Inc., two San Antonio,  Texas  information-technology
companies. Encore and Sigma are each owned by the same group of four individuals
and are  value-added  resellers of UNIX and IBM hardware and software  solutions
and providers of systems integration  services.  Sigma intends, in addition,  to
enter  into  the  application   service  provider  (ASP)  industry  through  the
development  of a data  center  and  the  establishment  of  relationships  with
software vendors running on the UNIX, NT and LINUX platforms.

     We have entered into a stock purchase  agreement with the  shareholders  of
these  two  companies  providing  for us to  purchase  100%  of  the  companies'
outstanding capital stock. A copy of the stock purchase agreement between Origin
and the shareholders of Encore and Sigma, as well as copies of the amendments to
it and the letter of intent  relating  to it, are  provided  as exhibits to this
annual report. See the "Exhibit Index" at the end of the report.

     The acquisition is currently scheduled to close on May 16, 2000.

     The purchase  price and terms of payment under the  agreement,  as amended,
are as follows:  (a) at  closing,  Origin is to  purchase  80% of  Encore's  and
Sigma's  capital  stock by making a cash  payment to their  shareholders  in the
amount of $2,750,000 and delivering  promissory notes in the aggregate amount of
$1,300,000  secured  by a  letter  of  credit  ("LC")  issued  by an  acceptable
financial institution, which notes are to bear 6% simple interest and be due and
payable in full on the first anniversary of the date of closing;  and (b) on the
third  anniversary  of the Closing,  Origin is to purchase the  remaining 20% of
Encore's  and Sigma's  capital  stock by paying,  in cash or  restricted  Origin
common  stock,  at  the  selling   shareholders'  option,  an  aggregate  amount
equivalent  to 20%  times  then  trailing  12  months  EBITDA  (earnings  before
interest,  taxes,  depreciation and amortization) of Encore and Sigma multiplied
by 4.
                                      -4-
<PAGE>
     We intend to meet the portion of our  purchase-price  obligations  for this
acquisition required at closing in the following manner: (a) the $2,750,000 cash
amount we are  required  to pay at closing is to come from the  proceeds  of our
current offering of Origin Series A Convertible Preferred Stock; and (b) we will
seek the  issuance  of the  required  LC in the amount of  $1,300,000  by either
depositing  sufficient  funds  with  our  bank to  secure  the LC or by  issuing
restricted  stock to one or more  non-affiliated  third  parties in exchange for
their  transfer  of an  irrevocable  LC in favor of Encore and  Sigma's  selling
shareholders.

     In the event that we are unable to complete our current  Series A Preferred
offering or fail to raise a sufficient  amount of funds  through the offering by
the date of the closing of the Encore/Sigma transaction,  we will not be able to
meet our stock  purchase  obligations  under  the  Encore/Sigma  stock  purchase
agreement,  and hence may lose the opportunity to invest in Encore and Sigma. In
addition,  in the event  that we are unable to reach  acceptable  terms with any
non-affiliated  accredited  investors in securing the LC, but are  successful in
raising the entire amount of funds sought in our current offering,  we will have
to  collateralize an LC from our bank with $1,300,000 in cash. This would result
in our having a very limited  amount of working  capital for our current year of
operations.  Also,  we have already paid the  shareholders  of Encore a total of
$200,000 which is nonrefundable  and on closing will be applied against the cash
portion  of the  purchase  price,  requiring  us to pay  $2,550,000  instead  of
$2,750,000  on the date of closing.  In the event that we are unable to complete
our current Series A Preferred  offering or fail to raise a sufficient amount of
funds  through the  offering  by the date of the  closing,  we will  forfeit the
$200,000 that we have paid the Encore/Sigma  shareholders,  as that will then be
construed as a "break up" fee.

     We plan to use the  remaining  proceeds of our  current  Series A Preferred
offering  for working  capital  and may invest a portion of the excess  funds in
professionally managed portfolios of marketable  securities.  However, we intend
to adhere to our capital  structure  requirements by not investing  greater than
30% of our  total  assets  in  non-qualifying  assets.  See  the  discussion  of
"qualifying assets" earlier in this Item 1.

Our Growth Strategy

     Origin's growth strategy is to invest in a diverse array of businesses that
are involved in  information  technology  and are at various  stages of business
development.  Out of the  funds  we  raise in our  current  Series  A  Preferred
offering and all subsequent  offerings in the next 30 months, our strategy is to
invest 65% of the funds that we are required to invest in qualifying assets (see
above), in companies that are in the emerging-growth and/or mezzanine stage of

                                      -5-
<PAGE>
development.  We  define  emerging  growth-stage  companies  as those  that have
initiated or are about to initiate full-scale  operations and sales, but may not
be  showing a profit.  We define  mezzanine-stage  companies  as those  that are
approaching or have attained break even or  profitability  and are continuing to
expand.

     We may  invest  the  remaining  funds  that we are  required  to  invest in
qualifying assets in companies in the start-up stage or the seed-capital  stage.
We will limit our investments in seed-capital companies to 10% of the funds that
we are required to invest in qualifying  assets. We define start-up companies as
those that are  completing or have  completed  product  development  and initial
marketing,  but  have not  sold  their  products  commercially.  Generally  such
companies  have made  market  studies,  assembled  key  management,  developed a
business plan and are ready to commence operations. We believe that seed-capital
companies  represent the earliest  stage of  development.  These  companies have
raised  relatively  modest  equity  capital to prove a concept  and  qualify for
start-up capital.  Seed-capital  companies'  activities generally are limited to
product  development,  scientific and market  research,  recruiting a management
team  and  developing  a  business  plan.  These  companies  likely  do not have
financial  support from either venture  capitalists or larger  companies  making
strategic  investments.  We believe it is  beneficial  to minimize  the inherent
risks associated with investing in early-stage companies.  Our current policy is
therefore  to invest  only a total of 35% of our assets that are  classified  as
qualifying  assets in  companies  at the seed and  start-up  level over the next
three years.

Number of Persons Employed

     We currently have three employees.  We anticipate  hiring a chief financial
officer, one marketing  executive,  and one in house attorney within a few weeks
of  closing  of our  current  Series  A  Preferred  offering.  We  have  not yet
identified any specific individuals for these positions.

Available Information About Our Company

     We are classified as a reporting  company and therefore  periodically  file
reports with the United States  Securities and Exchange  Commission.  The public
may read  and  copy any  materials  we file  with  the SEC at the  SEC's  Public
Reference  Room  located at 450 Fifth  Street,  N.W.,  Washington,  D.C.  20549.
Information  on the  operation  of the Public  Reference  Room is  available  by
calling the SEC at 1-800-SEC-0330.

     We occasionally  file reports  electronically  with the SEC. The public may
access  reports,  proxy  and  information  statements,   and  other  information
regarding   issuers   that   file   electronically   with  the  SEC   online  at
`http://www.sec.gov'.  Other  information  about our company is available at our
Web site located at `http://www.origininternational.com'.

ITEM 2:  PROPERTIES

     We currently lease office space and facilities at two locations in downtown
Chicago,  Illinois,  200 South Wacker Drive,  Suite 3100, and 980 North Michigan
Avenue,  Suite 1400. Our South Wacker Drive address is our principal  office and
we hold this space  under a  month-to-month  lease.  Our North  Michigan  Avenue
address  contains  additional  conference and office  facilities we periodically
utilize and is held under an automatically renewing month-to-month lease that is
cancelable  on  thirty  days'  written  notice.  We  believe  our  space at both
addresses  is  suitable  and  adequate to meet our  current  needs,  although we
foresee a need for more space as our operations  expand.  We presently intend to
lease  additional  office space at our South Wacker Drive  address  later in the
year.
                                      -6-
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

     We are not a party to any legal proceeding,  nor is any of our property the
subject of any legal proceeding.  We are not aware of any such legal proceedings
being contemplated by governmental authorities.

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

     We held a special  meeting of  stockholders on November 30, 1999 in which a
majority of our record  stockholders  as of November 29, 1999 approved:  (1) the
adoption of our 1999 Employee  Stock  Incentive Plan and (2) the adoption of our
1999 Management  Incentive Program. We believe that the Employee Stock Incentive
Plan plays an integral  role in our ability to attract and retain key  employees
and directors and provides incentives for them to promote our financial success.
We believe that the 1999 Management  Incentive  Program will also play a central
role in rewarding and providing incentives to key management personnel of Origin
and its business  units for achieving  performance  goals that promote  Origin's
financial success and enhance the value of our shares for our  stockholders.  As
of the record date of November 29, 1999,  there were a total of 3,855,000 shares
of common stock issued and outstanding held by 323 stockholders. On November 30,
1999,  holders  of a majority  of the  outstanding  shares of our common  stock,
representing  2,000,000  shares,  voted in favor of adopting  the 1999  Employee
Stock Incentive Plan and the 1999  Management  Incentive  Program.  We mailed an
information  statement  as  required  under  the  SEC's  Regulation  14C  to our
stockholders  of record on December 3, 1999 and filed a  definitive  information
statement on Schedule 14C on December 6, 1999.

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

Market Information

     During the year 1999,  there was no  established  public trading market for
our common stock. Beginning February 9, 2000, our common stock has traded on the
NASDAQ Over-the-Counter  Bulletin Board under the symbol "OGNI." Since March 15,
2000,  our common stock has traded on the  Frankfurt  Stock  Exchange  under the
symbol "OGN."

Holders

     As of April 10,  2000 there  were  approximately  296  holders of record of
Origin common stock.

Dividends

     To date, we have not paid a cash dividend. We do not intend to pay any cash
dividends  before we have  determined  that we will  qualify  for the  favorable
pass-through tax treatment available to registered investment companies ("RICs")
under the Internal  Revenue Code. Until we meet those  requirements,  we will be
taxed as an ordinary corporation on our taxable income for a given year (even if
the income is  distributed  to our  stockholders).  We wish to avoid this double
taxation of any net investment  income and realized capital gains we may be able
to distribute to our stockholders. In order to qualify as a RIC, we must, at the
end of the first year in which we so qualify,  have no accumulated  earnings and
profits  from  years in which we were not taxed as a RIC.  There are also  other
requirements we will have to meet, including  diversification  requirements.  We
expect that, starting in the year 2001, we will seek to meet the requirements.

                                      -7-
<PAGE>

Recent Sales Of Unregistered Securities

     On May 5, 1999, Origin issued 1,000,000 shares of common stock each to Omar
A. Rizvi, Origin's Chairman of the Board and President,  and Gregory H. Laborde,
Origin's  Chief  Executive  Officer and a director of Origin.  Mr. Rizvi and Mr.
Laborde  initially  purchased  the shares at a price  equal to the  shares'  par
value, $.001 per share, each paying $1,000. On January 12, 2000,  Origin's Board
of  Directors  determined  that it was in the best  interests of Origin that Mr.
Rizvi and Mr. Laborde pay the same value for their shares as that paid by public
investors in Origin's initial 1999 Regulation E offering.  Accordingly,  on that
date Mr. Rizvi and Mr. Laborde each executed a secured  promissory  note payable
to Origin in the principal  amount of $99,000.  Each note bears  interest at the
rate of 5.16% per annum and  principal  and interest on each note is due January
12,  2005.  Origin's  sales of common  stock to Mr.  Rizvi and Mr.  Laborde were
exempt from  registration  under the  Securities Act of 1933 pursuant to Section
4(2) of that act's  exemption  for  transactions  by an issuer not involving any
public offering. Mr. Rizvi and Mr. Laborde purchased their shares as a long-term
investment.

     Origin  sold  2,000,000  shares  of its  common  stock to the  public in an
offering that  commenced on August 24, 1999 and closed on December 3, 1999.  The
aggregate  offering price was $200,000.  Origin conducted the offering according
to the  requirements  of Regulation E under the  Securities  Act,  exempting the
shares issued from registration.

     Origin sold  100,000  shares of common stock for $100,000 to an investor on
January 18,  2000,  and sold 21,390  shares of common  stock for  $99,998.25  to
another investor on February 12, 2000.  These investors were persons  personally
known to  Origin  officers.  Each of the sales was  conducted  according  to the
requirements of Regulation E, exempting the shares issued from registration.

     At the time of this  annual  report,  Origin is  conducting  an offering of
16,000 shares of Series A Convertible  Preferred Stock for an aggregate offering
price of  $4,600,000,  or $287.50  per share of Series A  Convertible  Preferred
Stock,  available  only  to  accredited  investors.  The  Series  A  Convertible
Preferred  Stock  converts  into common  stock in stages  occurring at one-month
intervals over a 10-month period.  Ten percent of the outstanding  shares of the
Series A  Convertible  Preferred  Stock will  automatically  convert into Origin
common  stock on the 15th of every month  beginning  in April 2000 and ending in
January  2001.  Each share will convert into 100 shares of  free-trading  common
stock.  The  conversions  will  occur  on a pro  rata  basis so that 10% of each
holder's  shares  will  convert  each  month.  Holders  of Series A  Convertible
Preferred  Stock will pay no additional  consideration  for the conversion  into
common  stock.  The funds we receive  from this  offering are to be placed in an
escrow  account  to be  released  to us  once a total  of  $2,650,000  has  been
deposited  into this escrow  account.  In the event the funds  deposited  do not
reach $2,650,000 on or before the closing date of the  Encore/Sigma  transaction
(described  in Item 1 above),  we will direct the escrow  agent to return  these
funds to the original  investors.  The offering is being conducted  according to
the terms of Regulation  E, making the shares of preferred  stock and the shares
of common stock  underlying the preferred stock exempt from  registration  under
the Securities Act.

     In  addition  to the current  offering  of Series A  Convertible  Preferred
Stock, we are offering  restricted stock to persons who invest in that offering.
Investors in the Series A Preferred  offering are being  offered one  additional
restricted  common  share for every $10 they  invest in the  Series A  Preferred
offering if they will agree not to deposit  their funds into the escrow  account
and allow us to use their funds for current working capital. For example, an

                                      -8-
<PAGE>
investor  who  purchases  200  Series A  Preferred  shares and agrees to put his
investment  at risk to be used as working  capital  will  receive an  additional
5,750 shares of restricted  common stock. The total shares of common stock to be
received by that  investor  would be 20,000  free-trading  shares to be received
through  conversion of his preferred shares,  and 5,750 restricted shares issued
on the date of investment.

ITEM 6:  SELECTED FINANCIAL DATA

Operating Expenses                                          $(199,370)

Other expense, net                                             (6,059)

Net Loss                                                    $(205,429)
                                                            ----------

Average Common Shares Outstanding and Common
Share Equivalent                                            2,777,357
                                                            ----------

Net Loss Per Common Share - Basic and Diluted                  $(0.07)
                                                            ----------

Note:  Since its inception,  the Company's  efforts have been devoted to raising
capital and seeking out companies to acquire.  Accordingly,  through the date of
these financial  statements,  the Company is considered to be in the development
stage and the accompanying financial statements represent those of a development
stage enterprise.

ITEM 7.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
RESULTS OF OPERATIONS

     The  following  discussion  of  our  financial  condition  and  results  of
operations  should be read in conjunction with the financial  statements and the
related  notes  included  elsewhere in this  report.  This  discussion  contains
forward-looking   statements,  the  accuracy  of  which  depends  on  risks  and
uncertainties.  Actual results could differ  materially  from those expressed in
the forward-looking statements.

Overview

     Since its  inception,  the  Company's  efforts have been devoted to raising
capital and seeking out companies to acquire.  Accordingly,  through the date of
these financial  statements,  the Company is considered to be in the development
stage and the accompanying financial statements represent those of a development
stage enterprise.

     The Company's financial  statements are presented on a going concern basis,
which  contemplates the realization of assets and satisfaction of liabilities in
the normal course of business.

     The Company has  experienced  a loss since  inception and has negative cash
flows from operations and has a stockholder's equity deficiency.  For the period
ended December 31, 1999, the Company experienced a net loss of $205,429.

     The Company's ability to continue as a going concern is contingent upon its
ability to raise  additional  capital.  In addition,  the  Company's  ability to
continue as a going concern must be considered in light of the problems,
                                      -9-
<PAGE>

expenses and complications  frequently  encountered by entrance into established
markets and the competitive environment in which the Company operates.

     Management  is pursuing  various  sources to raise capital and has purchase
agreements in place to acquire  certain  companies,  contingent on due diligence
and the ability to raise  capital.  There can be no  assurance  that the Company
will be able to raise  capital when needed or obtain such on terms  satisfactory
to the Company,  if at all.  Failure to raise  capital may result in the Company
depleting  its  available  funds  and not  being  able to  fund  its  investment
pursuits.

     The  report of the  Company's  Independent  Certified  Public  Accountants'
includes  an  explanatory  paragraph  expressing  substantial  doubt  about  the
Company's  ability to continue as a going concern.  The financial  statements do
not  include  any  adjustments  to reflect the  possible  future  effects on the
recoverability and classification of assets or the amounts and classification of
liabilities  that may  result  from the  possible  inability  of the  Company to
continue as a going concern.

     For the period from  inception  through  December 31, 1999,  our activities
were limited to:  investigating  and identifying  potential  eligible  portfolio
companies;  raising capital  through the offering of our stock;  structuring and
negotiating  investment contracts with two eligible portfolio companies,  Encore
Investments,  Inc.  and  Sigma  Solutions,  Inc.  (see Item 1);  performing  due
diligence  concerning  identified eligible portfolio  companies;  and conducting
financial  audits on our initial  planned  investment in Encore and Sigma.  As a
result of these  activities,  our operating  expense was $199,370 for the period
ending December 31, 1999,  consisting  primarily of professional fees, $109,442,
travel and  entertainment,  $31,655,  and office rent,  $23,007.  Our operations
since December 31, 1999 have consisted of these same activities. We have not yet
acquired any portfolio investments and since inception we have had no revenues.

     In our initial  Regulation E offering of common stock that commenced August
24, 1999 and ended  December 3, 1999, we raised an aggregate  amount of $200,000
of capital. We used the funds for operating expenses, legal and accounting fees,
working capital and the preparation of an initial due diligence report on Encore
and Sigma.  During the first quarter of 2000 we raised an additional $200,000 in
another  Regulation E offering of common  stock.  See Item 5 for a discussion of
these offerings.

     In order to  continue  our  activities,  we will have to  continue to raise
capital  through  offerings  of  Origin  securities.  In  particular,  we are in
immediate  need of  additional  capital  for use in closing our  acquisition  of
Encore and Sigma on May 16,  2000.  Although we expect our  current  offering of
Series A  Convertible  Preferred  Stock  to  provide  us with the  approximately
$2,750,000  we require  for the  acquisition,  we are not  certain  that we will
succeed in raising that amount.  If we cannot raise the capital we need for this
acquisition and our stock purchase agreement with the shareholders of Encore and
Sigma terminates, we will forfeit $200,000 that we have paid them for postponing
the closing date, an amount that is to be credited against our purchase price if
the closing occurs by May 16, 2000. Any failure to raise  sufficient  capital in
the current or in later  Origin  offerings  could,  in  addition,  require us to
substantially curtail our  portfolio-investment  acquisition efforts in general,
and could require us to cease operations.

                                    -10-
<PAGE>
     Recent Accounting Pronouncements

     In June 1998, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards  "SFAS" No.  133,  "Accounting  for  Derivative
Instruments and Hedging Activities," which establishes  accounting and reporting
standards for derivative instruments and hedging activities. It requires that an
entity  recognizes  all  derivatives  as  either  assets or  liabilities  in the
statement of financial  position and measures  these  instruments at fair market
value.  SFAS No.  133 has  been  amended  by SFAS No.  137,  which  delayed  the
effective date to periods  beginning after June 15, 2000. The Company,  to date,
has not engaged in derivative and hedging activities.

     In March 1998,  the  American  Institute of  Certified  Public  Accountants
issued  Statement  of  Position  98-1,  "Accounting  for the  Costs of  Computer
Software  Developed  or Obtained for  Internal  Use." SOP 98-1 is effective  for
financial  statements  for years  beginning  after  December 15, 1998.  SOP 98-1
provides  guidance over accounting for computer  software  developed or obtained
for internal use,  including the requirement to capitalize and amortize specific
costs. The Company has followed this policy since its inception.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Origin  does not engage in any hedge  transactions  or hold any  derivative
financial  instruments.  As of the end of 1999,  Origin  was not  exposed to any
material  interest-rate,  foreign-currency,  commodity-price  or  other  type of
market or price risk.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The financial statements and supplementary data called for by this item are
listed in the  accompanying  table of  contents  for  financial  statements  and
financial statement schedule and are filed herewith.

ITEM 9. CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING AND
FINANCIAL DISCLOSURE

         None.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Set forth below is information about our directors and executive  officers,
including  information  about their principal  occupations  during the last five
years, other  directorships held by them, and their ages.  Directors are elected
to serve until the next annual  meeting.  Officers  are elected  annually by our
directors and serve at the discretion of the Board.


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

Omar A. Rizvi             33       Chairman of the Board and President

Gregory H. Laborde        35       Director and Chief Executive Officer

Scott K. Lindenberger     25       Corporate Secretary and Vice
                                   President of Operations

David W. Sear             55       Advisory Director

Ronald J. Kaufman         31       Advisory Director

                                    -11-
<PAGE>

Backgrounds

     Omar A. Rizvi.  Mr.  Rizvi has held the  positions of Chairman of the Board
and President of Origin since Origin was formed in April 1999. Since 1993 he has
been  Managing  Partner  of  Rizvi  &  Associates,   LLP,  a  Chicago  law  firm
specializing in corporate and securities law. From June, 1997 to December,  1998
he held the position of Executive Vice President and General  Counsel at Griffin
Industries,  Inc., a Seattle-based  business development company specializing in
equipment  rental  and  distribution  companies.  There he was  responsible  for
managing   all   aspects   of    Griffin's    corporate,    transactional    and
securities-related  legal  work  from  the  time  of  its  incorporation  to its
successful  raising  of several  million  dollars  in equity  capital.  While at
Griffin he also organized an in-house due-diligence review program for assessing
investment opportunities in potential eligible portfolio companies. From 1994 to
1995, Mr. Rizvi was General Counsel for Hughes  Resources,  Inc., an oil and gas
holding and  distribution  company  located in Houston,  Texas.  He has acted as
issuer's  counsel  for  several  publicly  traded  companies,  including  Canton
Industrial  and Applied  Technologies,  Inc. Mr. Rizvi holds a B.A. in economics
and philosophy  with a minor in engineering  from the University of Illinois,  a
J.D. from the University of San Francisco School of Law, and an LL.M. (master of
laws degree) in securities regulation from the Georgetown University Law Center.

     Gregory H. Laborde. Mr. Laborde has been a director and the Chief Executive
Officer  of  Origin  since  April  1999.  Since  January  1998,  he has been the
President and CEO at GHL Group, Ltd., a New York City-based corporate consulting
firm he founded.  GHL Group  specializes  in providing  private  companies  with
strategic  financial  planning and  assisting  them with the  processes of going
public, raising additional capital and increasing  shareholder  awareness.  From
1986 to 1997,  Mr.  Laborde  has worked as an  investment  banker and  producing
stockbroker  at a number of  investment  banks and  brokerage  firms in New York
City.  During that time, he was involved in over 20 public and private financing
transactions  involving such companies as Dove  Entertainment,  a firm he helped
structure and which he assisted in raising $7.5 million in a private  placement.
From February 1997 to January 1998 he was a partner with Tiger Financial  Group,
LLC an investment  banking firm. From June 1994 to February 1997 Mr. Laborde was
a producing stock broker with Whale Securities Co., LP. Mr. Laborde holds a B.S.
in engineering from Lafayette College.

     Scott K. Lindenberger.  Mr.  Lindenberger has been Corporate  Secretary and
Vice President of Operations of Origin since April 1999. From November,  1998 to
May, 1999, he worked as Client Services  Associate for  InterOffice/Advantis,  a
nationwide   executive  suite  company  where  his   responsibilities   included
development and implementation of new marketing  initiatives,  client relations,
and development of core business services.  From October, 1997 to June, 1998 Mr.
Lindenberger  worked as Marketing  Assistant for Trus Joist  MacMillan,  a large
international   manufacturing  company.  There  his  responsibilities   included
developing marketing materials,  coordinating  corporate marketing projects, and
supporting Trus Joist's Regional  Marketing  Manager.  Mr.  Lindenberger holds a
B.A. in English and cultural studies from Drake University.

     David W. Sear,  Ph.D.  Dr. Sear,  who holds a Ph.D.  in solid state physics
from the  University  of London,  has been an advisory  director of Origin since
April 1999. An advisory director is not a member of the Board of Directors. From
1994 to 1996, Dr. Sear was employed by Integrated  Circuit  Systems of San Jose,

                                    -12-
<PAGE>
California,  a [kind of business] company where he was responsible for marketing
and  engineering.  From 1995 to 1996, Dr. Sear was that company's  President and
Chief Operating  Officer.  While there, he focused his efforts on  restructuring
the company to develop a CMOS single-chip 100Mbs Ethernet transceiver. From 1991
to 1994,  Dr. Sear was the  President  and Chief  Operating  Officer of Catalyst
Semiconductor.  During his tenure  there,  in May 1993,  Catalyst  Semiconductor
raised  $33  million  in a public  offering.  From  1987 to 1991,  Dr.  Sear was
employed by Fujitsu  Microelectronics  as Vice President of Marketing for all of
Fujitsu's integrated services products marketed in North and South America. From
1984 to 1987,  Dr. Sear was Vice  President of Marketing  and Sales at ICI Array
Technology,  whose sales at the time  increased  from $1 million in 1983 to $5.5
million in 1984 and $14.5 million in 1985.  From 1978 to 1980, Dr. Sear held the
position of Manager of Worldwide  Computer  Marketing at Advanced Micro Devices.
In addition, Dr. Sear founded Perex, Inc., a U.S.-based subsidiary of a U.K.
peripherals company.

     Ronald J.  Kaufman.  Mr.  Kaufman has been an  advisory  director of Origin
since November, 1999. Since April 1999 he has been Director of US operations for
International  Informatics  Solutions,  a subsidiary of  British-owned FI Group,
which provides Business Technology Solutions.  From February 1997 to March 1999,
Mr.  Kaufman held the position of Vice  President of Business  Development  with
Anderson  Consulting  in New York  City,  where he  worked  to  restructure  the
Business  Technology Services group of Anderson  Consulting.  From March 1996 to
February  1997,  Mr.  Kaufman  served as Chief  Information  Officer  of Process
Engineering  for  the  Corporate  Technology  group  of GE  Capital,  where  his
responsibilities  included capitalization of applications development across all
28-business  groups.  From May 1993 to March 1996,  Mr. Kaufman worked as Senior
Project Manager at GE Capital in Stamford, Connecticut. Mr. Kaufman obtained the
rank of Lieutenant in the United States Navy in 1993 and has served  overseas in
the Persian Gulf Theater and in Bosnia as Weapons  Logistics  Officer aboard the
USS Mount Baker AE-34 and USS Santa Barbara AE-28.  Mr. Kaufman holds an M.A. in
management  information  systems from New York University as well as a M.A. from
Lehigh  University.  Mr. Kaufman has a B.S. in Psychology from the University of
North Carolina.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities  Exchange Act of 1934 (the "Exchange  Act")
requires our executive officers and directors,  and persons who beneficially own
more than 10% of a  registered  class of  Origin's  equity  securities,  to file
reports of  beneficial  ownership  and changes in  ownership  with the SEC.  Our
executive  officers,  directors  and 10%  beneficial  owners have failed to file
these reports. Omar A. Rizvi has not yet filed: a Form 3 to report his status as
an Origin executive  officer,  director and 10% beneficial  owner, and his stock
ownership at the time Origin's registration under Section 12 of the Exchange Act
became  effective  in October  1999;  a Form 4 to report his receipt in November
1999 of options to purchase  Origin  common stock;  or a Form 5 reporting  those
matters after the end of fiscal year 1999. Gregory H. Laborde has not yet filed:
a Form 3 to report his status as an officer,  director and 10% beneficial owner,
and his stock  ownership at the time Origin's  registration  under Section 12 of
the  Exchange  Act  became  effective  in October  1999;  a Form 4 to report his
receipt in November 1999 of options to purchase Origin common stock; or a Form 5
reporting those matters after the end of fiscal year 1999. Scott K. Lindenberger
has not yet filed: a Form 3 to report his status as an Origin executive officer;
a Form 4 to report his  receipt in November  1999 of options to purchase  Origin
common stock;  or a Form 5 reporting  those matters after the end of fiscal year
1999.  Neither  David W. Sear nor  Ronald J.  Kaufman  has yet filed a Form 3 to
report his status as an Origin  advisory  director  or a Form 5  reporting  that
after the end of fiscal year 1999. These filings have not been filed as a result
of oversight and will be filed within the next several days.

                                    -13-
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation

         The following table provides  information about the compensation earned
by Origin's  executive officers during Origin's 1999 fiscal year, which began on
April 6, 1999 when the company was formed and ended December 31, 1999.

<TABLE>

<CAPTION>

                           SUMMARY COMPENSATION TABLE

                                                              Long Term Compensation
                                   Annual Compensation                Awards              Payouts


                        (a)    (b)     (c)                                                     (d)

Name                                                                              Securities
and                                              Other           Restricted       Underlying
Principal                                        Annual          Stock            Options/     LTIP     All Other
Position                  Year   Salary   Bonus  Compensation    Awards           SARs         Payouts  Compensation
========================= ====== ======= ======= =============== ================ ============ ======= =============
<S>                      <C>      <C>     <C>         <C>              <C>         <C>          <C>       <C>
Omar A. Rizvi             1999     0       0           0                -           200,000/0    -        $50,825
Chairman, President
========================= ====== ======= ======= =============== ================ ============ ======= =============
Gregory H. Laborde        1999     0       0           0                -           200,000/0    -          -
CEO, Director
========================= ====== ======= ======= =============== ================ ============ ======= =============
Scott K. Lindenberger     1999     0       0           0                -            50,000/0    -          -
Corporate Secretary
========================= ====== ======= ======= =============== ================ ============ ======= =============

Footnotes to table:
<FN>
(a) Origin was formed in April 1999 and had no  operations  during 1997 and
1998.

(b) Salary is not  calculable  at this time salary was not paid to any  employee
during the 1999 fiscal  year.  Salaries  will be  disclosed  as  appropriate  in
subsequent fiscal years.

(c) Bonuses are not calculable at this time no bonuses were paid to any employee
during the 1999  fiscal  year.  Bonuses  will be  disclosed  as  appropriate  in
subsequent fiscal years.

(d) Origin paid $50,825 to Mr.  Rizvi's law firm,  Rizvi & Associates,  LLP, for
its legal  services to Origin.  The amount of $50,825  represents 75% of Rizvi &
Associates' regular rates for the services that were performed.
</FN>
</TABLE>

Stock Options Granted

         The following table provides information about all Origin stock options
granted during fiscal year 1999 to Origin officers.

                                      -14-
<PAGE>
<TABLE>
<CAPTION>

                       OPTIONS GRANTED IN LAST FISCAL YEAR
                                                                                Potential Realizable
                                                                                Value at Assumed
                                                                                Annual Rates of
                                                                                Stock Price
                                                                                Appreciation for
                                   Individual Grants                            Option Term

---------------------------------------------------------------------------- -------------------------------
                                                  (a)                                    (b)
                          Number of
                          Securities   % Total
                          Underlying   Options
                          Options      Granted to      Exercise
                                       Employees       Price    Expiration
Name                      Granted      in Fiscal Year  ($/Sh)   Date
------------------------- ----------- ---------------- -------- ------------ -------------------- ----------
                                                                                                   Grant
                                                                                                   Date
                                                                                                   Present
                                                                                 5%        10%     Value
------------------------- ----------- ---------------- -------- ------------ ---------- --------- ----------
<S>                       <C>            <C>           <C>         <C>          <C>       <C>        <C>
Omar A. Rizvi             100,000         22.22%       $.10       12/23/02      $1,025    $2,100   $     0
Chairman, President       100,000         22.22%       $.20       05/23/03      $2,050    $4,200   $     0
------------------------- ----------- ---------------- -------- ------------ ---------- --------- ----------
Gregory H. Laborde        100,000         22.22%       $.10       12/23/02      $1,025    $2,100   $     0
CEO, Director             100,000         22.22%       $.20       05/23/03      $2,050    $4,200   $     0
------------------------- ----------- ---------------- -------- ------------ ---------- --------- ----------
Scott K. Lindenberger     25,000          5.55%        $.10       12/23/02      $  256    $  525   $     0
Corporate Secretary       25,000          5.55%        $.20       05/23/03      $  512    $1,050   $     0
------------------------- ----------- ---------------- -------- ------------ ---------- --------- ----------
Footnotes to table:
<FN>
General:   The options granted to Origin executive  officers in fiscal year 1999
           were awarded under the company's 1999 Employee Stock  Incentive Plan.
           The options that have an exercise  price of $0.10 per share vested on
           December  23, 1999.  The options that have an exercise  price of $.20
           per share  vest on the  earlier  of May 23,  2000 or when  Origin has
           entered  into its  first  definitive  financing  transaction  with an
           eligible  portfolio  company,  as that  term  is  defined  under  the
           Investment  Company Act of 1940 (see discussion  under Item 1 of this
           report)  and raised  sufficient  additional  capital to finance  such
           investment.

(a)        Under the terms of the grant  agreements for the options shown in the
           table,  the  Compensation  Committee of the Origin Board of Directors
           has discretion to lower the exercise price,  however, such discretion
           is limited in that such  adjustment  to the  exercise  or  conversion
           price  is not  less  than  the  current  market  value at the date of
           issuance,  or if no such market value  exists,  the current net asset
           value of the voting securities of the Company.

(b)        On the date the options were granted, November 29, 1999, there was no
           public market for the common stock underlying the options.  Therefore
           no grant-date present value can reasonably be determined.
</FN>
</TABLE>
                                    -15-
<PAGE>

Option Exercises and Year-End Values

         The  following  table  provides  information  about  fiscal  year  1999
exercises,  exercisability  and year-end values, of Origin stock options held by
the company's executive officers.

<TABLE>
<CAPTION>


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

------------------------------- ----------------- ------------------ ------------------- --------------------
                                                                     Number of
                                                                     Securities           Value of
                                                                     Underlying           Unexercised
                                                                     Unexercised          In-the-Money
                                                                     Options              Options
                                                                     at FY-End            at FY-End ($)
                                                                     Shares

                                Acquired on                          Exercisable/        Exercisable/
Name                            Exercise (#)      Value Realized ($) Unexercisable       Unexercisable
------------------------------- ----------------- ------------------ ------------------- --------------------
<S>                                 <C>                 <C>          <C>                     <C>
Omar A. Rizvi                        0                  0.00         100,000/100,000         0/0
Chairman, President
------------------------------- ----------------- ------------------ ------------------- --------------------
Gregory H. Laborde                   0                  0.00         100,000/100,000         0/0
CEO, Director
------------------------------- ----------------- ------------------ ------------------- --------------------
Scott K. Lindenberger                0                  0.00          25,000/25,000          0/0
Corporate Secretary
------------------------------- ----------------- ------------------ ------------------- --------------------

</TABLE>
Compensation of Directors

     Members  of  Origin's  Board of  Directors  currently  do not  receive  any
compensation  from Origin for serving on the Board.  At some time in the future,
when the Board of  Directors  has judged the company to have  raised  sufficient
funding,  Origin  intends to begin  paying an annual  directors'  fee of between
$3,000 and $10,000 to each non-employee  director who assists in locating one or
more  companies that are probable  candidates  for investment by Origin.  Origin
also intends,  when the Board of Directors has judged the company to have raised
sufficient funding to permit, to begin paying non-employee  directors a per diem
fee of $500 for  attendance  in person at any  meeting of the Board or any Board
committee,  as well as  reimbursement  for their  expenses  in  connection  with
attending such meetings.

Executive Officer Employment Agreements

     There are currently no employment  contracts  between Origin and any of its
officers or directors. However, we anticipate that upon successful completion of
our  current  Series A  Preferred  offering  Origin  will enter into  employment
contracts with its executive officers and certain of its directors.

                                    -16-
<PAGE>
Compensation Committee Interlocks and Insider Participation

     Origin's  compensation  committee is a committee consisting of 3 members of
the Origin Board of Directors and Advisors. The current members of the Committee
are Omar A. Rizvi,  Chairman of the Board and  President  of Origin,  Gregory H.
Laborde,  Chief  Executive  Officer of Origin,  and Dr. David W. Sear,  Advisory
Director of Origin. There are no compensation committee interlocks involving Mr.
Rizvi or Mr.  Laborde or any other  officer,  director or  advisory  director of
Origin.

     Omar Rizvi is also the Managing  Partner of Rizvi & Associates,  L.L.P.,  a
California limited liability  partnership which maintains offices in Chicago and
San Francisco. Although there was and is no formal contract for services between
Rizvi   &   Associates   and   Origin,   Rizvi   &   Associates   has   provided
corporate-transactional  and  securities-regulatory  legal  services  to  Origin
during  fiscal  year 1999 for a fee of  $50,825.  Because  Mr.  Rizvi is both an
officer  and  director  of Origin  as well as a  managing  partner  of Rizvi and
Associates,  these transactions  cannot be construed as occurring at arms length
between  Origin and Rizvi and  Associates.  Mr.  Rizvi will  receive an indirect
pecuniary  benefit as a partner of Rizvi and Associates  from this  arrangement.
However, Rizvi & Associates has charged 75% of their regular rates to offset any
unfair  dealing that could result from the  transactions  not  occurring at arms
length.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Five-Percent Beneficial Owners

     The following  table sets forth the  beneficial  ownership of Origin common
stock as of April 10, 2000 by persons who beneficially owned more than 5% of the
common  stock.  The  percentage  of shares of common stock shown for each person
listed  is based on shares of common  stock  outstanding  as of April 10,  2000.
Management  believes  that  each of the  persons  listed  in the  table has sole
investment and sole voting power over the shares indicated next to their names.


Name and Address                   Number of Shares              Percentage of
of Beneficial Owner                Beneficially Owned            Common Stock
-------------------                ------------------            ------------
Omar A. Rizvi                      1,200,000 (1)                 26.25%
175 North Harbor Drive
Chiago, Illinois 60601

Gregory H. Laborde                 1,200,000 (2)                 26.25%
110 Wall Street, Ste. 15C
New York, New York 10005


          (1)  Mr. Rizvi  beneficially  owns 1,000,000  restricted common shares
               and  has  the  right  to  acquire  beneficial   ownership  of  an
               additional  200,000 shares  through  exercise of options owned by
               him.

          (2)  Mr. Laborde  beneficially owns 1,000,000 restricted common shares
               and  has  the  right  to  acquire  beneficial   ownership  of  an
               additional  200,000 shares  through  exercise of options owned by
               him.

                                    -17-
<PAGE>
Directors and Executive Officers

         The  following  table shows the  beneficial  ownership of Origin common
stock as of April 10, 2000 by Origin executive officers, directors, nominees for
director,  and executive  officers and directors as a group.  The  percentage of
shares of common stock shown for each person listed is based on shares of common
stock  outstanding  as of April 10, 2000.  Management  believes that each of the
persons listed in the table has sole voting and sole  investment  power over the
shares indicated next to their names.

Name of                       Number of Shares                   Percentage of
Beneficial Owner              Beneficially Owned                 Common Stock
----------------              ------------------                 ------------
Omar A. Rizvi                      1,200,000 (1)                      26.25%
President, Chairman of
the Board

Greg H. Laborde                    1,200,000 (2)                      26.25%
Chief Executive Officer,
Director

Scott K. Lindenberger                 50,000 (3)                       1.09%
Corporate Secretary

All Directors and Officers         2,450,000                          53.59%
as a Group



     (1)  Mr. Rizvi beneficially owns 1,000,000 restricted common shares and has
          the right to acquire  beneficial  ownership of an  additional  200,000
          shares through exercise of options owned by him.

     (2)  Mr. Laborde  beneficially owns 1,000,000  restricted common shares and
          has the right to acquire beneficial ownership of an additional 200,000
          shares through exercise of options owned by him.

     (3)  Mr.  Scott  K.  Lindenberger  has  the  right  to  acquire  beneficial
          ownership of 50,000 shares of common stock through exercise of options
          owned by him.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The  following  persons  are said to have  direct  interests  in Origin
Investment  Group, Inc. by virtue of their security holdings or otherwise deemed
to be  "affiliated"  as that term is defined  in  Section  56 of the  Investment
Company Act of 1940: Omar A. Rizvi and Gregory H. Laborde.

         The Chairman and President of the Origin  Investment  Group,  Inc., Mr.
Omar  Rizvi,  is also the  Managing  Partner of Rizvi &  Associates,  L.L.P.,  a
California limited liability  partnership which maintains offices in Chicago and
San Francisco. Although there was and is no formal contract for services between
Rizvi   &   Associates   and   Origin,   Rizvi   &   Associates   has   provided
corporate-transactional  and  securities-regulatory  legal  services  to  Origin
during fiscal year 1999 for a fee of $50,825. Mr. Rizvi will receive an indirect
pecuniary  benefit as a partner of Rizvi and Associates  from this  arrangement.
Because  Mr.  Rizvi is both an  officer  and  director  of  Origin  as well as a
managing partner of Rizvi and Associates,  these transactions between Origin and
Rizvi  and  Associates  have  not  occurred  at arms  length.  However,  Rizvi &
Associates  has charged 75% of their regular rates to offset any unfair  dealing
that could result from the transactions not occurring at arms length.

                                    -18-
<PAGE>
     Notwithstanding the foregoing, we have not entered into any transaction, or
series of similar transactions, since the beginning of our last fiscal year, and
there are no currently proposed  transactions or series of similar  transactions
to which Origin or any of our  subsidiaries  were or is to be a party  involving
amounts in excess of $60,000 and in which Mr. Rizvi or Mr.  Laborde had or is to
have a direct or indirect material interest.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

Documents Filed As Part Of Report

1.       Financial Statements

Index to Financial Statements                                        Page Number

Report of Independent Certified Public Accountants                   F-3
Balance Sheet at December 31, 1999                                   F-4
Statement of Operations for the period
         April 6, 1999 through December 31, 1999                     F-5
Statement of Stockholders' Equity Deficiency for the period
         April 6, 1999 through December 31, 1999                     F-6
Statement of Cash Flows for the period
         April 6, 1999 through December 31, 1999                     F-7
Notes to Financial Statements                                        F-8 - F-16

2.       Financial Statement Schedules

[All schedules are omitted  because they are not applicable or not required,  or
because the required  information  is included in the  Financial  Statements  or
Notes to Financial Statements.]

3.       Exhibits

Exhibit
Number    Description

2.1       Letter of Intent, dated November 10, 1999, between Origin, Bertrand O.
          Baetz, Jr., Gene V. Larsen, Frank G. Jarzombek and Scott E. Gruendler.
          (Incorporated  herein by reference to Exhibit (a)(8) to Form 1-E filed
          by Origin on February 14, 2000.)

2.2       Stock  Purchase  Agreement,  dated as of December  31,  1999,  between
          Origin, Bertrand O. Baetz, Jr., Gene V. Larsen, Frank G. Jarzombek and
          Scott E.  Gruendler.  (Incorporated  herein by  reference  to  Exhibit
          (a)(9) to Form 1-E filed by Origin on February 14, 2000.)

2.3       Amendment to Stock Purchase  Agreement,  dated March 2, 2000,  between
          Origin, Bertrand O. Baetz, Jr., Gene V. Larsen, Frank G. Jarzombek and
          Scott E. Gruendler.(Incorporated herein by reference to Exhibit (a)(9)
          to Form 1-E filed by Origin on February 14, 2000.)

2.4       Amendment to Stock Purchase  Agreement,  dated March 24, 2000, between
          Origin, Bertrand O. Baetz, Jr., Gene V. Larsen, Frank G. Jarzombek and
          Scott E. Gruendler.

3.1       Articles of Incorporation of Origin filed with the Maryland  Secretary
          of State on  April 6,  1999.  (Incorporated  herein  by  reference  to
          Exhibit 3(i) to Form 10 filed by Origin on August 16, 1999.)

                                    -19-
<PAGE>

3.2       Bylaws of Origin.  (Incorporated  herein by reference to Exhibit 3(ii)
          to Form 10 filed by Origin on August 16, 1999.)

10.1      Agreement,  dated November 5, 1999, between Origin and Len Ruggiero of
          Amvest Financial,  Inc.  (Incorporated  herein by reference to Exhibit
          (a)(4) to Form 1-E filed by Origin on February 14, 2000.)

10.2      Agreement,  dated  November  16,  1999,  between  Origin  and World of
          Internet.com AG.  (Incorporated  herein by reference to Exhibit (a)(5)
          to Form 1-E filed by Origin on February 14, 2000.)

10.3      Agreement, dated September 15, 1999, between Origin and Halter Capital
          Corporation.  (Incorporated  herein by reference to Exhibit  (a)(6) to
          Form 1-E filed by Origin on February 14, 2000.)

10.4      Origin Investment Group, Inc. 1999 Management Incentive Program.

10.6      Origin Investment Group, Inc. 1999 Employee Incentive Plan.

27        Financial Data Schedule.

99.1      Promissory Note of Omar A. Rizvi,  dated January 12, 2000,  payable to
          Origin.

99.2      Promissory Note of Greg H. Laborde, dated January 12, 2000, payable to
          Origin.

REPORTS ON FORM 8-K

Origin filed no reports on Form 8-K during the 1999 fiscal year.






























                                    -20-
<PAGE>

                                   SIGNATURES

   Pursuant  to the  requirements  of  Section  13 or  15(d)  of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


Date:     May 2, 2000              ORIGIN INVESTMENT GROUP, INC.


                                   /S/  OMAR A. RIZVI
                                   -----------------------------------------
                                   Omar A. Rizvi, President

 Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.



Date:     May 2, 2000              /S/  OMAR A. RIZVI
                                   -----------------------------------------
                                   Omar A. Rizvi, President and Director


Date:     May 2, 2000              /S/  GREG H. LABORDE
                                   -----------------------------------------
                                   Greg H. Laborde, CEO and Director


Date:     May 2, 2000              /S/  DAVID W. SEAR
                                   -----------------------------------------
                                   David W. Sear, Director


Date:     May 2, 2000              /S/  RONALD J. KAUFMAN
                                   -----------------------------------------
                                   Ronald J. Kaufman, Director




















                                -21-
<PAGE>







                         ORIGIN INVESTMENT GROUP, INC.
                         (A Development Stage Company)
                              FINANCIAL STATEMENTS
         PERIOD FROM INCEPTION (APRIL 6, 1999) THROUGH DECEMBER 31, 1999












































                                      F-1
<PAGE>

                          ORIGIN INVESTMENT GROUP, INC.
                          (A Development Stage Company)


CONTENTS

     REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS               F-3

     FINANCIAL STATEMENTS

          Balance Sheet                                               F-4

          Statement of Operations                                     F-5

          Statement of Changes in Stockholders' Equity Deficiency     F-6

          Statement of Cash Flows                                     F-7

          Notes to Financial Statements                               F-8 - F-16









































                                      F-2
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors of
Origin Investment Group, Inc.
Chicago, Illinois

     We have audited the accompanying  balance sheet of Origin Investment Group,
Inc. (A  Development  Stage  Company)  as of  December  31, 1999 and the related
statement of operations,  changes in  stockholders'  equity  deficiency and cash
flows for the period from inception  (April 6, 1999) through  December 31, 1999.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our 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 financial statements referred to above present fairly,
in all material  respects,  the financial  position of Origin  Investment Group,
Inc. (A  Development  Stage Company) as of December 31, 1999, and the results of
its operations and its cash flows for the period from inception  (April 6, 1999)
through  December 31, 1999, in conformity  with  generally  accepted  accounting
principles.

     The accompanying  financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1, the Company is
in the  development  stage  and has  incurred  losses  since  inception  and has
negative cash flows from operations and has a stockholders'  equity  deficiency.
These factors raise substantial doubt about the Company's ability to continue as
a going  concern.  Management's  plans  in  regard  to  these  matters  are also
described in Note 1. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.


/S/ BDO Seidman, LLP

Chicago, Illinois
February 15, 2000

                                      F-3
<PAGE>

                         ORIGIN INVESTMENT GROUP, INC.
                         (A Development Stage Company)
                                 BALANCE SHEET
                               DECEMBER 31, 1999


                                     ASSETS

CURRENT ASSETS
     Cash and cash equivalents...................................    $      908
     Advances to officer for business expenses...................        12,103
     Miscellaneous receivable....................................         4,250
     Prepaid Expense.............................................        25,000
     Other.......................................................         8,550
                                                                     -----------
TOTAL CURRENT ASSETS                                                     50,811

Office Equipment.................................................         4,211
     Less accumulated depreciation...............................           389
                                                                     -----------
Net Office Equipment.............................................         3,822

TOTAL ASSETS                                                         $   54,633
                                                                     ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
     Accounts Payable............................................    $   58,062
                                                                     -----------
TOTAL LIABILITIES                                                    $   58,062

COMMITMENTS AND CONTINGENCIES (NOTE 5)

STOCKHOLDERS' EQUITY DEFICIENCY (NOTE 3)
     Common Stock, $.001 par value, 4,000,000 shares
     authorized, issued and outstanding (Note 3).................         4,000
     Paid-in capital.............................................       396,000
     Deficit accumulated during development stage................      (205,429)
                                                                     -----------
                                                                        194,571
     Less subscription receivable................................      (198,000)
                                                                     -----------
TOTAL STOCKHOLDERS' EQUITY DEFICIENCY                                    (3,429)
                                                                     -----------
                                                                     $   54,633
                                                                     ===========
                 See accompanying notes to financial statements

                                       F-4
<PAGE>

                         ORIGIN INVESTMENT GROUP, INC.
                         (A Development Stage Company)
                            STATEMENT OF OPERATIONS
         Period from inception (April 6, 1999) Through December 31, 1999

OPERATING EXPENSES
     Professional Fees...........................................    $  109,442
     Travel and entertainment....................................        31,655
     Office Rent.................................................        23,007
     Other.......................................................        35,266
                                                                     -----------
TOTAL OPERATING EXPENSES                                                199,370

OTHER EXPENSE, net...............................................         6,059
                                                                     -----------
NET LOSS                                                             $  205,429
                                                                     ===========


NET LOSS PER COMMON SHARE - BASIC AND DILUTED....................    $    (0.07)
                                                                     ===========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING.......................     2,777,357
                                                                     ===========
                 See accompanying notes to financial statements

                                      F-5

<PAGE>

                         ORIGIN INVESTMENT GROUP, INC.
                         (A Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY DEFICIENCY
         Period from inception (April 6, 1999) Through December 31, 1999

<TABLE>



                                                                                Deficit
                                                                                Accumulated
                                        Common Stock                            During the
                              ------------------------------      Paid-In       Development         Subscription
                                   Shares         Amount          Capital       Stage               Receivable          Total
------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>             <C>             <C>           <C>                  <C>               <C>
Issuance of Shares of
Common Stock                    4,000,000       $  4,000         $ 396,000     $        -           $ (198,000)      202,000

Net Loss                                -               -                -       (205,429)                  -       (205,429)
------------------------------------------------------------------------------------------------------------------------------
Balance, at December 31, 1999   4,000,000      $   4,000         $ 396,000       (205,429)          (198,000)     $   (3,429)

                 See accompanying notes to financial statements

                                      F-6
</TABLE>
<PAGE>

                         ORIGIN INVESTMENT GROUP, INC.
                         (A Development Stage Company)
                  STATEMENT OF CASH FLOWS Period from inception
                   (April 6, 1999) Through December 31, 1999

CASH FLOWS FROM OPERATING ACTIVITIES

     Net loss.....................................................   $ (205,429)
     Adjustments to reconcile net loss to net cash
     used in operating activities
          Depreciation............................................          389
          Increase in miscellaneous receivable....................       (4,250)
          Increase in advances to officer for business expenses...      (12,103)
          Increase in prepaid expenses and other..................      (35,550)
          Increase in accounts payable............................       58,062

NET CASH USED IN OPERATING ACTIVITIES                                  (196,881)
                                                                      ==========

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of office equipment.................................       (4,211)
                                                                      ----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from common stock issuances.........................      202,000
                                                                      ----------
NET INCREASE IN CASH AND CASH EQUIVALENTS.........................          908

CASH AND CASH EQUIVALENTS, at beginning of period.................            -

CASH AND CASH EQUIVALENTS, at end of period......................     $     908
                                                                      ==========

                 See accompanying notes to financial statements

                                       F-7

<PAGE>

                         ORIGIN INVESTMENT GROUP, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS

1.   SUMMARY OF ACCOUNTING
     POLICIES

     DESCRIPTION OF BUSINESS

     Origin  Investment  Group,  Inc. (the "Company") was incorporated  April 6,
     1999 and is in the business of venture  capital,  which is providing growth
     capital to emerging companies. The Company has elected to be regulated as a
     business  development  company under the Investment Company Act of 1940 and
     will operate as a nondiversified company.

     Since its  inception,  the  Company's  efforts have been devoted to raising
     capital and seeking out companies to acquire. Accordingly, through the date
     of these  financial  statements,  the  Company is  considered  to be in the
     development stage and the accompanying financial statements represent those
     of a development stage enterprise.

     The Company's financial  statements are presented on a going concern basis,
     which   contemplates   the  realization  of  assets  and   satisfaction  of
     liabilities in the normal course of business.

     The Company has  experienced  a loss since  inception and has negative cash
     flows from operations and has a stockholders'  equity  deficiency.  For the
     period  ended  December  31, 1999,  the Company  experienced  a net loss of
     $205,429.

     The Company's ability to continue as a going concern is contingent upon its
     ability to raise additional capital. In addition,  the Company's ability to
     continue as a going  concern must be  considered  in light of the problems,
     expenses  and  complications   frequently   encountered  by  entrance  into
     established  markets and the  competitive  environment in which the Company
     operates.

     Management  is pursuing  various  sources to raise capital and has purchase
     agreements  in  place  to  acquire  certain  companies,  contingent  on due
     diligence and the ability to raise capital.  There can be no assurance that
     the  Company  will be able to raise  capital  when needed or obtain such on
     terms satisfactory to the Company,  if at all. Failure to raise capital may
     result in the Company  depleting its available  funds and not being able to
     fund its investment pursuits.

                                      F-8
<PAGE>

     The  financial  statements  do not include any  adjustments  to reflect the
     possible future effects on the  recoverability and classification of assets
     or the amounts and  classification  of liabilities that may result from the
     possible inability of the Company to continue as a going concern.

     USE OF ESTIMATES

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

     CASH AND CASH EQUIVALENTS

     The Company  considers all highly liquid debt instruments  purchased with a
     maturity of three months or less to be cash equivalents.

     ADVANCES FOR BUSINESS EXPENSES

     The Company  advances  cash to an officer for  business  expenses  that are
     incurred  by the officer on the  Company's  behalf.  Net  amounts  advanced
     against  reimbursable  expenses at the balance  sheet date will be used for
     business expenses in the subsequent period.

     OFFICE EQUIPMENT

     Office  equipment is stated at cost and is  depreciated  over its estimated
     useful life of five years using the straight-line method.

     TAXES ON INCOME

     The Company is taxed as a "C"  corporation.  Income taxes are accounted for
     using the asset and liability  method under which deferred income taxes are
     recognized  for the estimated  tax  consequences  of temporary  differences
     between  the  financial  statement  carrying  amounts  and the tax bases of
     assets and liabilities and for the benefits,  if any, of tax credit or loss
     carryforwards.  The  amounts of any future tax  benefits  are  reduced by a
     valuation  allowance  to the  extent  such  benefits  are  uncertain  as to
     realization.

     COSTS OF START UP ACTIVITIES

     In April 1998,  the  American  Institute of  Certified  Public  Accountants
     issued  Statement  of  Position  ("SOP")  98-5,  "Reporting  on the Cost of
     Start-up   Activities."  This  SOP  requires  that  the  cost  of  start-up
     activities,  including  organization  costs,  be expensed as incurred.  The
     Company has followed this policy since its inception.

                                      F-9
<PAGE>

     NET LOSS PER COMMON SHARE

     In February 1997, the Financial Accounting Standards Board issued Statement
     of Financial  Accounting  Standards  ("SFAS") No. 128 "Earnings Per Share,"
     which the Company has adopted. Basic EPS is calculated by dividing the loss
     available to common  shareholders by the weighted  average number of common
     shares  outstanding for the period without  consideration  for common stock
     equivalents.  "Diluted" EPS gives effect to all dilutive  potential  common
     shares outstanding for the period. Shares of common stock issuable upon the
     exercise of options  (450,000 shares for the period) are  antidilutive  and
     are not included in the computation of shares outstanding.

     FINANCIAL INSTRUMENTS

     The carrying values reflected in the balance sheets reasonably  approximate
     the fair values for cash,  receivables,  accounts payable and other current
     assets because of the short-term maturity of these financial instruments.

     RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial  Accounting Standards Board issued Statement of
     Financial  Accounting  Standards "SFAS" No. 133, "Accounting for Derivative
     Instruments  and Hedging  Activities,"  which  establishes  accounting  and
     reporting standards for derivative  instruments and hedging activities.  It
     requires  that an entity  recognizes  all  derivatives  as either assets or
     liabilities  in the  statement  of financial  position  and measures  these
     instruments at fair market value. SFAS No. 133 has been amended by SFAS No.
     137, which delayed the effective date to periods  beginning  after June 15,
     2000.  The  Company,  to date,  has not engaged in  derivative  and hedging
     activities.

     In March 1998,  the  American  Institute of  Certified  Public  Accountants
     issued  Statement of Position 98-1,  "Accounting  for the Costs of Computer
     Software Developed or Obtained for Internal Use." SOP 98-1 is effective for
     financial  statements for years beginning after December 15, 1998. SOP 98-1
     provides  guidance  over  accounting  for  computer  software  developed or
     obtained for internal use,  including  the  requirement  to capitalize  and
     amortize  specific  costs.  The Company has followed  this policy since its
     inception.

                                      F-10

<PAGE>
2.   RELATED PARTY TRANSACTIONS

     During the period,  the Company  incurred  legal  expenses of $50,825  from
     Rizvi & Associates,  L.L.P.  whose  Managing  Partner,  Omar Rizvi,  is the
     Company's  Chairman  and  President.  Due to the  relationship  between the
     Company and the  Managing  Partner,  the legal fees  charged to the Company
     cannot be construed as occurring at arms length.

3.   STOCKHOLDER'S EQUITY DEFICIENCY

     (A)  Common Stock Issuances

     (i)  Sale of common stock on May 5, 1999 - 2,000,000  shares of  restricted
          common  stock were sold to the  Chairman of the Board and to the Chief
          Executive  Officer  (1,000,000  each) at their  par value of $.001 per
          share.  The shares are "restricted  securities" as defined in Rule 144
          under the  Securities  Act of 1933.  The shares may not be offered for
          sale, sold, or otherwise  transferred  except pursuant to an effective
          registration statement under the Act.

          Subsequent to this issuance, the Company's Board of Directors realized
          that the initial value paid for these  2,000,000  shares was not equal
          to the sale price of $.10 per share for the  2,000,000  shares sold in
          connection with an offering  commencing  August 1999 (Note 3 (a)(ii)).
          Therefore,  in order to pay the same value for their shares as paid by
          the investors, each officer executed a secured promissory note payable
          to the  Company  for  $99,000  -  $198,000  in total.  The notes  were
          executed  just after year end and will bear interest at 5.16% per year
          with  principal  and interest due January 12, 2005.  As of the balance
          sheet  date,  the  subscription   receivable  amount  of  $198,000  is
          reflected as a contra account in the  stockholders'  equity section on
          the balance sheet.

     (ii) Sale of common stock - in  connection  with an  offering,  the Company
          sold  2,000,000  shares at $.10 per share that commenced on August 24,
          1999 and closed on December 3, 1999.

                                      F-11
<PAGE>

     (B)  Employee and Management Incentive Plans

          The  Company  applies  APB No.  25,  Accounting  for  Stock  issued to
          employees,  and related  interpretations,  in  accounting  for options
          granted to employees.  Under APB No. 25, because the exercise price of
          the options  equals the market  price of the  underlying  stock on the
          measurement date, no compensation expense is recognized.

          (i)  In 1999,  the  Company's  Board of Directors  adopted an Employee
               Stock  Incentive  Plan,   which  provides  for  the  granting  of
               Incentive Stock Options ("ISOs"), Restricted Stock, Stock Awards,
               Performance Share Awards and Stock  Appreciation  Rights ("SARs")
               to Officers,  Directors,  Employees,  Nonemployee  Directors  and
               other  persons  who  perform  services  which  contribute  to the
               successful  performance  of  Origin  or  its  Subsidiaries.   The
               Employee  Stock  Incentive  Plan  provides  for a total number of
               shares available for grant of awards under the Plan not to exceed
               15% of the total issued and outstanding  shares as of the date of
               any award; provided that the number of shares available for grant
               as ISOs under the Plan shall not exceed an aggregate of 1,000,000
               shares in any given year.

               The  Company  has  granted to key  employees  options to purchase
               shares of common  stock with  exercise  prices of $0.10 and $0.20
               per share under the plan. The exercise price approximates  market
               price on the date of grant.  The $0.10  options were fully vested
               on  December  23,  1999 and the  $0.20  options  will vest at the
               earlier of the Company's first definitive  financing  transaction
               or May 23,  2000.  At  December  31,  1999,  options to  purchase
               450,000  shares of common stock are  outstanding  under the plan.
               These options are currently  outstanding  and expire  through May
               2003.

                                      F-12

<PAGE>
          The following  table  summarizes the employee  stock options  granted,
          exercised and outstanding:

<TABLE>

<CAPTION>
                                                                      Weighted
                                                                      Average Exercise
                                                  Shares              Price
                                                  ----------          ----------------
          <S>                                     <C>                 <C>
          Options granted, November 1999          450,000             $           0.15

          Options outstanding December 31,1999    450,000             $           0.15
          ----------------------------------------------------------------------------

          Options exercisable December 31, 1999   225,000             $           0.10
          ----------------------------------------------------------------------------

</TABLE>

          The weighted-average grant date fair value of stock options granted to
          employees  during  the  year  and  the  weighted-average   significant
          assumptions  used to  determine  those fair  values,  using a modified
          Black-Sholes  option  pricing  model,  and the  pro  forma  effect  on
          earnings of the fair value accounting for employee stock options under
          Statement of Financial Accounting Standards No. 123 are as follows:


                                                                          1999
                                                                      ----------
          Grant-date fair value per share
               Options issued at market ..............................  $ 0.10

          Weighted average exercise prices
              Options issued at market ...............................  $ 0.15

          Significant assumptions (weighted average)

              Risk-free interest rate at grant date ..................    6.05%
              Expected stock price volatility ........................  100.00%
              Expected dividend payout ...............................     n/a
              Expected option life (years) ...........................     3.0

          Net loss
               As reported ...........................................$(205,429)
               Pro forma .............................................$(230,179)

                                      F-13
<PAGE>

                                                                            1999
                                                                       ---------
          Net Loss per share - basic and diluted
               As reported ...........................................$   (0.07)
               Pro Forma .............................................$   (0.08)

          The  following  table  summarizes  information  about  employee  stock
          options outstanding at December 31, 1999:

<TABLE>
<CAPTION>

                           OPTIONS OUTSTANDING                        OPTIONS EXERCISABLE
                     ------------------------------                  ---------------------------
                                        Weighted
                                        Average        Weighted                      Weighted
          Range of                      Remaining      Average                       Average
          Exercise       Number         Contractual    Exercise       Number         Exercise
          Prices         Outstanding    Life           Price          Exercisable    Price
          -------------------------------------------------------------------------------------
<S>       <C>            <C>            <C>            <C>            <C>            <C>
          $0.10          225,000        10 years       $0.10          225,000        $0.10
          $0.20          225,000        10 years       $0.20          225,000        $0.20

</TABLE>

          (ii) In 1999,  the Company's  Board of Directors  adopted a Management
               Incentive  Program,  which will provide incentives and reward key
               management  personnel of the Company and its  business  units for
               achieving performance goals that promote the financial success of
               the Company and enhance value for the Company's stockholders. The
               Management  Incentive  Program shall be administered by a Program
               Committee designated by the Board of Directors. The maximum award
               payable to an  executive  in any year will be $1  million,  which
               will be paid in such form as the Program Committee provides.  The
               Plan becomes effective January 1, 2000.

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<PAGE>

     (C)  Subsequent Issuances of Common Stock

          The Company  sold  100,000  shares of common  stock for  $100,000 to a
          single  investor on January 18, 2000 and sold 21,390  shares of common
          stock for $99,998 to another  investor on February 12,  2000.  Each of
          these sales was conducted  according to the requirements of Regulation
          E, exempting the shares issued from registration.

4.   INCOME TAXES

          Due to net operating losses and the uncertainty of realization, no tax
          benefit has been recognized for operating losses.

          At December 31, 1999, net federal  operating  losses of  approximately
          $200,000 are available for carryforward  against future years' taxable
          income  and expire in 2019.  The  Company's  ability  to  utilize  its
          federal net  operating  loss  carryforwards  is  uncertain  and thus a
          valuation reserve has been provided against the Company's net deferred
          tax assets.

          The effective tax rate differs from the U.S.  statutory federal income
          tax rate of 34% as described below:

          Period from inception (April 6, 1999)
               through December 31,                                         1999
                                                                    ------------

          Federal income tax benefit at statutory rate............  $   (60,000)
          State income tax benefit, net of fedreal................  $   (10,000)
          Valuation Allowance.....................................  $   (70,000)
          ----------------------------------------------------------------------
                                                                    $         -

                                      F-15

<PAGE>
          The net deferred tax assets consist of the following
          December 31,                                                      1999
                                                                    ------------

          Net federal operating loss carryforward.................  $   (70,000)
          Valuation allowance.....................................  $   (70,000)
          ----------------------------------------------------------------------
          Net deferred taxes                                        $         -

5.   COMMITMENTS AND CONTINGENCIES

     (a)  The Company is currently leasing office space in Chicago,  Illinois at
          two  locations.  The leases are short  term and rent  expense  for the
          period from  inception  (April 6, 1999) through  December 31, 1999 was
          approximately $23,000.

     (b)  In November  1999,  the  Company  signed a letter of intent to acquire
          100% of the outstanding capital stock of Encore  Investments,  Inc., a
          Texas corporation,  and 100% of the outstanding capital stock of Sigma
          Solutions,  Inc., also a Texas corporation (Encore  Investments,  Inc.
          and  Sigma  Solutions,   Inc.   collectively  referred  to  herein  as
          "Encore/Sigma").

          Subsequent to period end, the Company entered into a Definitive  Stock
          Purchase Agreement to acquire 100% of the outstanding capital stock of
          Encore/Sigma,  where the closing of this  contemplated  transaction is
          scheduled for May 16, 2000. The Agreement  indicates that the purchase
          price is as follows.  The Company is to purchase  80% of  Encore/Sigma
          with a cash  payment to the sellers of  Encore/Sigma  in the amount of
          $2,750,000  and a  secured  promissory  note in the  aggregate  amount
          representing an additional  $1,300,000.  On the third anniversary date
          of the  closing,  the  Company  will  purchase  the  remaining  20% of
          Encore/Sigma  with a cash payment  equivalent to 20% multiplied by the
          then  trailing  12  months  EBITDA  multiplied  by  a  factor  of 4 of
          Encore/Sigma.

          This purchase will be contingent on the Company's ability to raise the
          $2,750,000 by the closing date.  Subsequent to period end, the Company
          made a $200,000  deposit to  Encore/Sigma  towards the purchase.  This
          amount is nonrefundable should the purchase not take place.


                                      F-16