SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
(MARK ONE)

  X      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the quarterly period ended September 30, 1999

         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the Transition period from                    to
                       Commission File Number: 33-15097-D
                        AFFILIATED RESOURCES CORPORATION
             (Exact name of registrant as specified in its charter)

                 Colorado                                   84-1045715
         (State or other Jurisdiction of                (I.R.S. Employer
         incorporation or organization)               Identification Number)


          3050 Post Oak Boulevard
         Suite 1080, Houston, Texas                            77056
       (Address of Principal Executive Offices)              (Zip Code)

Registrant's telephone number, including area code: (713) 355-8940

         Check whether the issuer (1) has filed all reports required to be filed
by  Section  13 or 15(d)  of the  Securities  Exchange  Act of 1934  during  the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days.
                                                   Yes   X        No

                      APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
stock as of the latest practicable date.

Common Stock, $.003 Par Value                         16,597,743
                                              (Shares outstanding as of
                                              September 30, 1999)

Transitional Small Business Disclosure Format (Check One)   Yes       No    X

                                        1

<PAGE>



                        AFFILIATED RESOURCES CORPORATION
                 QUARTERLY REPORT ON FORM 10-QSB FOR THE INTERIM
                         PERIOD ENDED September 30, 1999

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                             Page
                                                                                                             Number
Part I.                    Financial Information

Item I.        Financial Statements

<S>                                                                                                               <C>
               Balance Sheets at September 30, 1999 and December 31, 1998........................................ 1

               Statements of Operations for the Three Months and Nine Months Ended
               September 30, 1999 and 1998........................................................................3

               Statements of Cash Flows for the Three Months and Nine Months Ended
               September 30, 1999 and 1998........................................................................4

               Notes to  Financial Statements.....................................................................5

Item 2.   Management's Discussion and Analysis of Financial Condition and
            Results of Operations.................................................................................5

Part II.       Other Information

Item 1.   Legal Proceedings.......................................................................................9

Item 7.   Reports on Form 8-K....................................................................................10

               Signatures........................................................................................10
</TABLE>

                                        i

<PAGE>



                        AFFILIATED RESOURCES CORPORATION
                           CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
                                                                              September 30,          December 31,
                                                                                  1999                   1998
                                                                          --------------------  ---------------------
                                                                               (Unaudited)
                                 ASSETS
Current Assets
<S>                                                                       <C>                   <C>
   Cash and cash equivalents                                              $              3,665  $             144,123
   Accounts receivable - trade                                                          18,026
   Inventory                                                                           713,288                966,584
   Prepaid expenses                                                                      1,947                 18,699
                                                                          --------------------  ---------------------

     Total Current Assets                                                              736,926              1,129,406
                                                                          --------------------  ---------------------

Property and Equipment
   Land                                                                                 41,000                 41,000
   Buildings                                                                         1,068,200              1,064,000
   Warehouse equipment                                                               2,432,407              2,450,000
   Office equipment and furniture                                                       76,195                 76,552
   Vehicles                                                                             39,784                 39,784
   Leasehold improvements                                                                9,925                  7,277
                                                                          --------------------  ---------------------

                                                                                     3,667,511              3,678,613
   Less: Accumulated depreciation                                                      183,572                  5,300
                                                                          --------------------  ---------------------

                                                                                     3,483,939              3,673,313

Goodwill, net of accumulated amortization of $171,095 and $-0- at
   September 30, 1999 and December 31, 1998, respectively
                                                                                     3,250,828              3,421,923

Deposits                                                                                 3,201                  3,201
                                                                          --------------------  ---------------------

                                                                          $          7,474,894  $           8,227,843
                                                                          ====================  =====================
</TABLE>



               See Accompanying Notes to the Financial Statements

                                        1

<PAGE>




<TABLE>
<CAPTION>
                                                                              September 30,          December 31,
                                                                                  1999                   1998
                                                                          --------------------  ---------------------
                                                                               (Unaudited)
                               LIABILITIES
Current Liabilities
<S>                                                                       <C>                   <C>
   Current maturities of long-term debt                                   $            611,718  $             236,624
   Accounts payable                                                                  1,340,014              1,430,057
   Accrued expenses                                                                    407,778                352,330
   Advances payable                                                                          0                 23,000
                                                                          --------------------  ---------------------

     Total Current Liabilities                                                       2,359,510              2,042,011

Long-Term Debt                                                                         140,000                141,846
                                                                          --------------------  ---------------------

                                                                                     2,499,510              2,183,857
                                                                          --------------------  ---------------------

                     STOCKHOLDERS' EQUITY (DEFICIT)

Preferred Stock, $1 par value, 10,000,000 shares
   authorized, no shares outstanding

Common Stock,  $.003 par value,  25,000,000  shares
   authorized,  16,597,743 and  16,451,743 shares
   issued and  outstanding at September 30, 1999 and December
   31, 1998, respectively
                                                                                        49,793                 49,355

Additional Paid-In Capital                                                          15,553,042             15,320,480

Accumulated Deficit                                                                 (9,217,017)            (7,630,070)

Unamortized Stock Compensation                                                      (1,410,434)            (1,695,779)
                                                                          --------------------  ---------------------

                                                                                     4,975,384              6,043,986
                                                                          --------------------  ---------------------

                                                                          $          7,474,894  $           8,227,843
                                                                          ====================  =====================
</TABLE>



          See accompanying notes to consolidated financial statements.

                                        2

<PAGE>



                        AFFILIATED RESOURCES CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                      Three Months Ended                       Nine Months Ended
                                                         September 30,                           September 30,
                                                   1999                1998                1999               1998
                                            ------------------  ------------------  -----------------   -----------------
<S>                                         <C>                 <C>                                     <C>
Revenues                                    $           80,495  $                   $         485,885   $
Cost of Revenues                                        51,367                                497,907
                                            ------------------  ------------------  -----------------   -----------------

Gross Margin                                            29,128                                (12,022)

Selling, general and administrative
   expenses                                             37,301             184,865            733,061           1,444,408
Depreciation and amortization
   expenses                                            112,569               1,179            350,568               7,253
Operating expenses                                     223,348                                462,785
                                            ------------------  ------------------  -----------------   -----------------
                                                       373,218             186,044          1,546,414           1,451,661
                                            ------------------  ------------------  -----------------   -----------------

Loss from Operations                                  (344,090)           (186,044)        (1,558,436)         (1,451,661)

Other Income (Expenses)
   Interest expenses                                   (10,161)                               (28,511)
   Settlement of litigation                                                                                       (86,000)
   Debt forgiveness                                                                                               234,507
   Loss on disposal of property
     and equipment                                                                                                (64,593)
                                            ------------------  ------------------  -----------------   -----------------
                                                       (10,161)                               (28,511)             83,914
                                            ------------------  ------------------  -----------------   -----------------

Net Loss                                    $         (354,251) $         (186,044) $      (1,586,947)  $      (1,367,747)
                                            ==================  ==================  =================   =================

Net Loss Per Share                          $             (.02) $             (.01) $            (.10)  $            (.10)
                                            ==================  ==================  =================   =================

Weighted Average Shares
   Outstanding                                      16,597,743          14,236,509         16,526,854          14,236,509
                                            ==================  ==================  =================   =================

</TABLE>


          See accompanying notes to consolidated financial statements.

                                        3

<PAGE>



                        AFFILIATED RESOURCES CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                      Three Months Ended                       Nine Months Ended
                                                         September 30,                           September 30,
                                                   1999                1998                1999               1998
                                            ------------------  ------------------  -----------------   -----------------
Cash Flows From Operating Activities:
<S>                                         <C>                 <C>                 <C>                 <C>
   Net Loss                                 $         (354,251) $         (186,044) $      (1,586,947)  $      (1,367,747)
   Adjustments to reconcile net loss to
     net cash used in operating activities:
       Depreciation and amortization
          expense                                      112,568               1,179            350,567               7,253
       Loss on disposal of assets                                                                                  64,593
       Stock issued for services                                                                                  313,187
       Non-cash compensation
         expense                                        95,115              95,113            285,345           1,027,433
       Debt forgiveness                                                                                          (234,507)
       Changes in assets and
         liabilities:
           Account receivables                          33,959             (21,330)           (18,026)            (21,330)
           Inventory                                    69,748                                253,296
           Prepaid expenses                              7,571                                 16,752              11,045
           Accounts payable and
              accrued liabilities                     (184,204)             (9,036)           (57,595)             72,062
                                            ------------------  ------------------  -----------------   -----------------
                          Net Cash Used in
                      Operating Activities            (219,494)           (120,118)          (756,608)           (128,011)
Cash Flows From Investing Activities:
   Purchase of equipment                                                   (11,795)           (20,302)            (11,795)
   Proceeds from sale of equipment                       5,735                                 30,204                  23
                                            ------------------  ------------------  -----------------   -----------------
              Net Cash Provided (Required)
                   by Investing Activities               5,735             (11,795)             9,902             (11,772)
Cash Flows From Financing Activities:
   Proceeds from debt                                  190,000              86,000            400,000              91,742
   Payment of debt                                     (11,079)            (63,000)           (26,752)            (63,000)
   Sale of common stock                                 25,000             110,000            233,000             110,000
                                            ------------------  ------------------  -----------------   -----------------
                      Net Cash Provided by
                      Financing Activities             203,921             133,000            606,248             138,742
                                            ------------------  ------------------  -----------------   -----------------

Net Increase (Decrease) in
   Cash Equivalents                                     (9,838)              1,087           (140,458)             (1,041)

Cash and Cash Equivalents at
   Beginning of Period                                  13,503                 455            144,123               2,583
                                            ------------------  ------------------  -----------------   -----------------

Cash and Cash Equivalents at
   End of Period                            $            3,665  $            1,542  $           3,665   $           1,542
                                            ==================  ==================  =================   =================
</TABLE>

During the quarter ended  September 30, 1998,  the Company issued 641,026 shares
of its  restricted  common stock to acquire Cobol Texas,  Inc. as a wholly-owned
subsidiary.

          See accompanying notes to consolidated financial statements.

                                        4

<PAGE>




                        AFFILIATED RESOURCES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1999

Note 1 - Basis of Presentation

The  consolidated  financial  statements  of  Affiliated  Resources  Corporation
(formerly  Synaptix  Systems  Corporation)  (the "Company")  included herein are
unaudited  for all periods ended  September 30, 1999 and 1998.  They reflect all
adjustments  (consisting  of normal  recurring  adjustments)  which are,  in the
opinion of  management,  necessary to fairly  depict the results for the periods
presented.  Certain  information  and note  disclosures,  normally  included  in
financial  statements  prepared in accordance with generally accepted accounting
principles,  have been condensed or omitted pursuant to rules and regulations of
the Securities  and Exchange  Commission.  It is suggested that these  financial
statements be read in conjunction with the audited financial  statements for the
year ended June 30, 1998 and the six months ended  December 31, 1998,  which are
included  in  the  Company's  annual  report.  The  Company  believes  that  the
disclosures  made herein are  adequate  to make the  information  presented  not
misleading.

Note 2 - Earnings Per Common and Common Equivalent Share

Earnings per common and common  equivalent share are based on the average number
of common shares and dilutive common share equivalents outstanding.

Note 3 - Acquisitions

Effective December 29, 1998, the Company acquired from Evans Systems,  Inc., all
of the  outstanding  stock of  ChemWay  Systems,  Inc.,  which is engaged in the
business of producing,  packaging and marketing automotive  aftermarket chemical
products.  The purchase  price of  $6,000,000  consisted of 1,500,000  shares of
common stock valued at $4 per share. The acquisition has been accounted for as a
purchase,  and the  operations  are  included in the  accompanying  consolidated
financial statements from the date of acquisition.

The  Purchase  Agreement  requires the Company to fulfill  certain  obligations,
including  funding of $1,500,000  to satisfy  creditors of ChemWay and providing
working capital for current  operations and repayment of a $232,500 note payable
to Chase Bank.  The  Company  has pledged all of the assets of ChemWay  Systems,
Inc. to secure the obligations.

Effective July 8, 1998,  the Company  acquired all of the  outstanding  stock of
CobolTexas,  Inc.  in  exchange  for 641,026  shares of common  stock,  which is
contractually  restricted.  The  acquisition  is  accounted  for as a pooling of
interests and recorded at the net book value of  CobolTexas,  Inc. There were no
operations of CobolTexas,  Inc. prior to the  acquisition.  CobolTexas,  Inc. is
engaged in the remediation of computer systems involving the year 2000 problems.

Item 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

General

         The following discussion contains forward-looking statements within the
meaning of Section 21E of the Securities  Exchange Act of 1934, as amended,  and
Section 27A of the  Securities  Act of 1933,  as amended,  and is subject to the
safe harbors created by those  sections.  These  forward-looking  statements are
subject to significant  risks and  uncertainties,  including those identified in
the section of this Form 10-QSB and in the Company's Annual Report

                                        5

<PAGE>



on Form  10-KSB,  filed with the SEC on August 9, 1999,  which may cause  actual
results  to differ  materially  from  those  discussed  in such  forward-looking
statement. The forward-looking statements within this Form 10-QSB are identified
by words such as  "believes,"  "anticipates,"  "expects,"  "intends,"  "may" and
other similar expressions.  However,  these words are not the exclusive means of
identifying  such  statements.  In  addition,  any  statements  which  refer  to
expectations,  projections  or  other  characterizations  of  future  events  or
circumstances  are  forward  looking  statements.   The  Company  undertakes  no
obligation to publicly  release the results of any revisions,  to these forward-
looking  statements  which  may be  made  to  reflect  events  or  circumstances
occurring  subsequent to the filing of this Form 10-QSB with the  Securities and
Exchange  Commission.  Readers are urged to  carefully  review and  consider the
various  disclosures  made by the  Company in this  report and in the  Company's
other reports filed with the Securities and Exchange  Commission,  including its
Form 10-KSB,  that attempt to advise interested parties of the risks and factors
that may affect the Company's business.

         Introduction

         During the six months ended  December 31,  1998,  the Company  acquired
CobolTexas  Inc., in exchange  solely for shares of the Company's  voting stock,
all of the stock of CobolTexas Inc. CobolTexas owns a software product that uses
on-line  technology to solve the Year 2000  technology  (Y2K) problems for COBOL
and  PL1  software  users.  CobolTexas  is  primarily  exploring  business  as a
subcontractor or licensor to software remediation companies.  The focus has been
on those companies who are currently negotiating with domestic and international
organizations  and  governments  to enter  into  contracts  for  services  to be
rendered  in  connection  with  solutions  to year  2000  problems.  Under  this
scenario, the CobolTexas email response systems which uses on-line technology to
identify and create year 2000 solutions over the Internet for both Cobol and PL1
software becomes an analysis tool of the remediation  company.  Although to date
no sales have  materialized,  management  feels that this approach  provides the
best  alternative  for use of the  product,  while  at the  same  time  reducing
potential liability.

         On December 30, 1998 the Company acquired all the outstanding  stock of
ChemWay Systems,  Inc., a corporation that blends and packages chemicals for the
automotive  aftermarket.  The Company commenced operations of ChemWay on January
7, 1999, and during the first quarter of 1999, ChemWay's facilities became fully
operational  with  respect  to  providing  customers  with  a full  line  of its
products. In August 1999, the Company entered into a Distribution Agreement with
RTB Ventures, Inc., a Portland,  Oregon based marketing and distribution company
for the  distribution  of aftermarket  automotive  products that are produced by
ChemWay. A copy of the Distribution  Agreement and Press Release announcing this
Agreement  is  being  filed  as an  Exhibit  hereto.  Additionally,  ChemWay  is
aggressively  pursuing new product lines and marketing  alliances to expand to a
national  market.  Additionally,  ChemWay is  aggressively  pursuing new product
lines and marketing alliances to expand to a national market. While this process
has been severely  hampered by a lack of adequate working  capital,  ChemWay has
begun  to  generate   sales  and  is  shipping   product.   The  Company  raised
approximately  $1,005,000  in private  placement  during  the fiscal  year ended
December  31,  1998,  $754,385 of which was used to pay  ChemWay  debt and other
costs assumed pursuant to the Purchase Agreement. The Purchase Agreement for the
acquisition, as amended through the date of this filing, requires the Company to
fulfill certain covenants including,  but not limited to, (i) receiving at least
$1,500,000  in  additional  proceeds  from the sale of Common Stock in a private
placement, and (ii) paying the mortgage indebtedness on the ChemWay's commercial
industrial  facility  described below (which amounted to $232,500 plus principal
and interest at December 31,1998). As of September 30, 1999, the Company had not
fulfilled  the  obligations  but  believes  that it will be able to fulfill  its
obligations on a timely basis.  Various of the Company's  obligations  under the
Purchase Agreement are secured by a pledge of substantially all of the assets of
ChemWay.

                                        6

<PAGE>



         Management  is  continuing  in its  endeavor  to  identify  acquisition
candidates  that it believes  will be suited to  management's  business  plan to
generate  sufficient  revenues and provide an asset base for  continued  growth.
When evaluating acquisitions, the ability to use leverage in order to reduce the
issuance of stock,  will be a significant  factor,  especially in the near term.
Management's business strategy is to focus on the acquisition of those companies
whose  product or service is  technically  innovative  or market  proven,  whose
market  penetration can be significantly  expanded through enhanced marketing or
additional  capitalization,  and believes that these  acquisitions will generate
sufficient revenues and provide an asset base for continued growth.

         Based  on  management's   evaluation  of  business   opportunities  and
discussions with investors, it has been decided to focus the Company's expansion
activities on those companies,  products or services which are related to or can
make use of ChemWay  products or services.  This  endeavor may involve  expanded
retail and promotional  opportunities.  Management is confident  that,  based on
current  discussions  with investors,  the new focus of the Company will provide
the basis for sufficient capital for operations and planned acquisitions.

Results of Operations

         Analysis of Three Months  ended  September  30, 1999  Compared to Three
         Months ended September 30, 1998

         The  following   discussion  is  included  to  describe  the  Company's
financial  position  and  results  of  operations  for the  three  months  ended
September 30, 1999 and 1998,  respectively.  The financial  statements and notes
thereto contain  detailed  information that should be referred to in conjunction
with this discussion.

         Revenues

         The Company  recorded  revenues of $80,495 for the three  months  ended
September 30, 1999, compared with $0 for 1998.

         Gross Profit

         The gross  profit for the three  months  ended  September  30, 1999 was
$29,128 compared with $0 for the same period in 1998.

         General and Administrative Expenses

         General and  administrative  expenses were $37,301 and $186,044 for the
three months ended September 30, 1999 and 1998,  respectively.  Depreciation and
amortization  was $112,569 and  Operating  expenses  were  $223,348  compared to
$1,179  and $0 for  the  same  period  in  1998.  These  increases  were  mainly
attributable to salaries,  compensation  paid by stock,  professional  fees, and
depreciation and  amortization of goodwill related  primarily to the acquisition
of ChemWay and the start up of its operations.

         Loss from Operations

         The Company had an  operating  loss of  $354,251  for the three  months
ended  September 30, 1999 and $186,044 for the same period in 1998. The loss for
the period ended September 30, 1999 was the result of general and administrative
costs as described above.



                                        7

<PAGE>



         Net Loss

         The Company  had a net loss of $354,251  ($.02 per share) for the three
months ended September 30, 1999,  compared with a net loss of $186,044 ($.01 per
share)  for the same  period in 1998.  The net loss for the three  months  ended
September  30,  1999 was  attributable  to an  increase  in  administrative  and
operating expenses.

         Analysis  of Nine Months  ended  September  30,  1999  Compared to Nine
Months ended September 30, 1998

         The  following   discussion  is  included  to  describe  the  Company's
financial position and results of operations for the nine months ended September
30, 1999 and 1998,  respectively.  The  financial  statements  and notes thereto
contain detailed information that should be referred to in conjunction with this
discussion.

         Revenues

         The Company  recorded  revenues of $485,885  for the nine months  ended
September 30, 1999, compared with $0 for 1998.

         Gross Loss

         The gross  profit for the nine  months  ended  September  30,  1999 was
($12,022) compared with $0 for the same period in 1998.

         General and Administrative Expenses

         General and  administrative  expenses were $733,061 and  $1,444,408 for
the nine months ended September 30, 1999 and 1998, respectively. The 1998 figure
contains audit adjustments of $821,768 to record options and stock  compensation
to former  employees  during the period July 1, 1997 to December 31, 1997.  When
this  adjustment  is taken into  consideration,  the  September 30, 1999 expense
represents  an increase of $110,421  over the same period in 1998.  Depreciation
and amortization was $350,568 and Operating  expenses were $462,785  compared to
$7,253  and $0 for  the  same  period  in  1998.  These  increases  were  mainly
attributable to salaries,  compensation  paid by stock,  professional  fees, and
depreciation and  amortization of goodwill related  primarily to the acquisition
of ChemWay and the start up of its operations.

         Loss from Operations

         The Company had an  operating  loss of  $1,558,436  for the nine months
ended  September 30, 1999 and  $1,451,661  for the same period in 1998. The loss
for  the  period  ended  September  30,  1999  was the  result  of  general  and
administrative  costs as  described  above and a  significantly  higher  cost of
revenues  component due to manufacturing  inefficiencies  during the start up of
operations  and the  inability  to take  advantage  of volume  discounts  on the
purchase of raw materials.

         Income Taxes

         The Company had no income tax expense.  As of September  30, 1999,  the
Company had net operating loss  carryfowards of  approximately  $7,500,000.  The
utilization  of  net  operating   carryforwards  will  be  severely  limited  as
determined pursuant to applicable provisions of the Internal Revenue Code and U.
S. Treasury regulations thereunder.



                                        8

<PAGE>



         Net Loss

         The Company had a net loss of $1,586,947  ($.10 per share) for the nine
months ended  September 30, 1999,  compared with a net loss of $1,367,747  ($.10
per share) for the same period in 1998.  The net loss for the nine months  ended
September  30,  1999 was  attributable  to an  increase  in  administrative  and
operating  expenses.  This  increase  in  expenditures  was  planned  under  the
Company's  operating plan following the acquisition of the ChemWay subsidiary in
1998. The plan  anticipated that ChemWay would require a start up period leading
to full operational capability before revenues would be realized.

         Liquidity and Capital Resources

         At September  30,  1999,  the Company  maintained a negative  liquidity
position  which is evidenced  by a current  ratio of .31 to 1.  Management  will
continue to restructure  the Company and seek to increase the Company's  current
ratio and  liquidity,  and generate  capital  which would  provide cash flow for
future operations and expansion.

         At September 30, 1999, the Company had a working capital  deficiency of
$1,622,584,  compared to a working  capital  deficiency of $509,769 at September
30, 1998. The cash balance at September 30, 1999 was approximately $3,665 and at
September 30, 1998 was $1,542.

         Cash used by  operations  totaled  $756,608  (largely  attributable  to
operating  losses at the start up of  ChemWay  operations)  for the nine  months
ended September 30, 1999, compared to $128,011 for the same period in 1998. Cash
provided by investing  activities  for the nine months ended  September 30, 1999
was approximately  $9,092. Cash provided by financing activities during the nine
months ended  September 30, 1999 totaled  $606,248,  which included the proceeds
from the sale of stock.

         Based  on  management's   evaluation  of  business   opportunities  and
discussions with investors, it has been decided to focus the Company's expansion
activities on those companies,  products or services which are related to or can
make use of ChemWay  products or services.  This  endeavor may involve  expanded
retail and promotional  opportunities.  Management is confident  that,  based on
current  discussions  with  investors and lenders,  the new focus of the Company
will  provide  the basis for  sufficient  capital  for  operations  and  planned
acquisitions.  There can be no assurance  that the Company will be able to raise
sufficient  additional  capital to achieve these  objectives or meet its working
capital needs. PART II OTHER INFORMATION

Item 1.  Legal Proceedings

         From time to time, the Company is involved in various legal proceedings
arising in the  ordinary  course of business.  To  management's  knowledge,  the
Company is not currently  involved in any legal  proceedings and is not aware of
any legal proceeding  threatened against it, except for a claim that was made by
an individual that was formerly  employed by an unrelated  company.  The Company
does not believe that this claim has merit.

         At the time of the  acquisition  of ChemWay,  a number of vendor claims
had been incurred in the normal  course of business.  Since the  acquisition  of
ChemWay,  several of the items have been paid and the Company  believes that the
final  disposition  of the items will not have a materially  adverse effect upon
the financial statements of the Company.


                                        9

<PAGE>



Item 7.  Exhibits and Reports on Form 8-K

         A.       Exhibits

                  10.12    Distribution and  Compensation  Agreement by
                           and   between   RTB   Ventures,   Inc.   and
                           Affiliated  Resources   Corporation,   dated
                           August 31, 1999.

                  99       Press Release announcing  National Marketing
                           Agreement  with RTB  Ventures,  Inc.,  dated
                           October 4, 1999.

                  27       Financial Data Schedule

         B.       Reports on Form 8-K

                           None.


                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, hereunto duly authorized.


                                    AFFILIATED RESOURCES CORPORATION



Dated: November 18, 1999            By:     /s/ Peter C. Vanucci
                                       ----------------------------------------
                                            Peter C. Vanucci, Chairman and CEO


                                       10

<PAGE>



                                                                   Exhibit 10.12

                     DISTRIBUTION AND COMPENSATION AGREEMENT

THIS  AGREEMENT  made and  entered  into this 31st day of August , 1999,  by and
between RTB Ventures,  Inc., a corporation organized and existing under the laws
of the  State of  Oregon,  hereinafter  referred  to as  "RTB,"  and  Affiliated
Resources  Corporation,  a corporation  organized and existing under the laws of
State of Colorado, and hereinafter referred to as "Affiliated."

                                    RECITALS

WHEREAS  Affiliated  manufactures  certain  products  as set forth on Exhibit A,
attached hereto and by this reference made a part hereof, and

WHEREAS  RTB is a  marketing  and  distribution  company  that will  become  the
exclusive retail  distributor,  except as set forth on Exhibit C attached hereto
and by this reference  made a part hereof,  of  Affiliated's  products for North
America and will have the first right of refusal for all other  countries in the
world, and

WHEREAS  it is the  desire  of the  parties  hereto to enter  into an  exclusive
distribution agreement for Affiliated's products.

                                   WITNESSETH:

NOW, THEREFORE IT IS HEREBY AGREED as follows:

1. RTB shall be the exclusive retail distributor of Affiliated's  products.  RTB
shall use its reasonable best efforts to sell Affiliated products and shall not,
without  Affiliated's  prior written  consent,  sell  competing  products.  This
agreement  shall be exclusive  for North  America and shall grant to RTB a first
right of refusal for exclusive  distribution rights in each and every country of
the world as determined by RTB. This right of distribution includes all channels
of retail  distribution  and is all  inclusive of each and every means of retail
distribution  of  Affiliated's  products as may be  determined  by RTB. The only
exceptions hereto are as set forth on Exhibit C.

2.  Affiliated  shall be responsible  for the development and manufacture of the
products operations that are the subject of this agreement. Patents, if any, for
Affiliated's products shall remain the exclusive property of Affiliated.

3. This is a continuing agreement in that as Affiliated develops new products in
its ChemWay  operations,  at the discretion of RTB, RTB may become the exclusive
retail  distributor of said products under the same terms and conditions of this
agreement.

4. This agreement is exclusive,  and any and all inquiries  Affiliated receives,
either directly or indirectly,  about their products shall be immediately turned
over to RTB for handling and execution. Affiliated shall not be allowed to sell,
distribute,  consign,  lease or in any way  transfer  any products in the retail
market,  except as set forth on Exhibit C, without  first  obtaining the written
permission of RTB.

5. Cost of products per unit from date of agreement  shall be as agreed  between
the parties  hereto and as set forth on Exhibit B,  attached  hereto and by this
reference  made a part  hereof.  From time to time it may be necessary to adjust
the pricing of any and all products,  and at such time the same shall be done on
a mutually agreed basis.  All pricing includes  packaging,  warranty and any and
all items required to market the product.


                                       11

<PAGE>



6. All sales and marketing  material  required to introduce,  sell and advertise
Affiliated's  products including sales literature,  pricing materials,  point of
sales purchase and display materials, trade show exhibiting, travel expenses and
advertising shall be the sole responsibility and expense of Affiliated but shall
be at the sole direction and control of RTB. It is understood that said expenses
shall be deducted from gross revenue created from retail sales,  and that it may
be  necessary  for RTB to advance  said  expenses  from time to time.  An agreed
expense policy is set forth on Exhibit D, attached  hereto and by this reference
made a part hereof.

7.  Affiliated  agrees to warrant the product free from defects in  workmanship.
All defective  units will result in a credit being issued RTB. RTB has the right
to elect if this refund is to be received via cash or product replacement.
Affiliated will not be responsible for any incidental or consequential damages.

8. Affiliated hereby  indemnifies RTB, its assigns and/or officers and employees
from  any and all  claims  that  may  arise as a  result  of the  production  or
operation of the products that are the subject of this agreement.

9. Affiliated agrees to maintain a comprehensive  liability  insurance policy in
an amount of not less that One Million Dollars ($1,000,000.00) and naming RTB as
an additional insured.

10 A. As compensation for this agreement,  Affiliated agrees, upon the execution
hereof,  to immediately  transfer,  or cause one or more of its  stockholders to
transfer,  to RTB Five Hundred Thousand  (500,000) shares of common stock of the
corporation.  In addition, RTB shall have the irrevocable right to an additional
Two  Million  (2,000,000)  shares  of  Affiliated  on the  following  terms  and
conditions:  For each Two Million Dollars ($2,000,000.00) of sales of Affiliated
products as a result of RTB's efforts,  Affiliated shall immediately transfer to
RTB Two Hundred  Thousand  (200,000)  shares of stock. Any costs associated with
the  registration  and/or  transfer  of any of the  shares  referred  to in this
paragraph shall be the responsibility of RTB.

10 B. Until such time as RTB has been  issued Two  Million  (2,000.000)  shares,
exclusive  of the Five  Hundred  Thousand  (500,000)  shares  originally  issued
hereunder,  a majority of said shares are  restricted  144 legend  stock.  It is
understood  between  the  parties  hereto  said  shares are being  obtained  for
investment,  however,  a  percentage  of shares will be  distributed  to a small
number of employees  or  affiliates  of RTB. To the extent  permitted by law, if
this agreement is terminated as set forth herein, the restrictions on said stock
shall be immediately removed. In addition, upon termination, if sales exceed the
Two Million Dollar ($2,000,000.00)  increments,  the proportionate percentage of
stock  owed  will  be  issued,   i.e.,   if  sales  are  Five  Million   dollars
($5,000,000.00)  and Four Hundred Thousand  (400,00) shares have been issued, an
additional One Hundred Thousand (100,000) shares would be issued on termination.

11. This  Agreement  may be  terminated on September 5, 2000, if annual sales of
Affiliated  products  by RTB for the first  twelve  months of 2000 are not be at
least Two Million dollars ($2,000,000.00). Thereafter, annual sales by RTB shall
be Ten Million dollars  ($10,000,000.00)  or this agreement may be terminated by
Affiliated.  This agreement  shall  automatically  terminate in the event of the
bankruptcy or insolvency of RTB.

12. This agreement shall be interpreted under the laws of the state of Oregon.

13. RTB may not assign  this  agreement  without  the prior  written  consent of
Affiliated which shall not be unreasonably withheld.

14.  If suit is  brought  to  enforce  any of the terms of this  agreement,  the
prevailing  party is entitled  to its  reasonable  attorney's  fees at the trial
level,  together with those incurred in any appeal thereof, as well as any costs
incurred  in said  suit.  In  addition,  if any  other  party not a part of this
agreement brings any suit or action to determine the validity

                                       12

<PAGE>



of this  agreement,  then said party shall be responsible  for attorney fees and
costs incurred by the parties hereto regardless of the outcome of said suit.

Dated the date and year first above written.

RTB VENTURES, Inc.


By:
Its:     Secretary/Treasurer


AFFILIATED RESOURCES CORPORATION


By:      Peter C. Vanucci
Its:     Chairman/CEO




                                       13

<PAGE>



                              EXHIBIT A / EXHIBIT B

<TABLE>
<CAPTION>
ChemWay Systems, Inc.                                                                                       G.M. $ / G.M. %
Area 01                                                  10/12/99                                       250 Case / 500 Case


                                                                                            500        Gross       Gross
  Stock Number                                                                             Case       Margin       Margin
                            Product Description              Net Fill       Hard Cost      Price         $           %

<S>               <C>                                          <C>                <C>         <C>         <C>          <C>
101106            R-22 #30 Cylinder                            30#                42.00       56.76       14.76        26.0
101112            R-12 Refrigerant Oil                        32 oz.               6.94       12.12        5.18        42.7
101120            134A 30# Cylinder                            30#                64.89      102.50       37.61        36.7
101121            134A 12 oz.                                 12 oz.              22.90       41.50       18.60        44.8
101122            134A Oil Charge                             4 oz.                9.30       21.96       12.66        57.7
101123            134A Ester Oil                             8.5 oz.              13.97       29.44       15.47        52.5
101124            134A Pag Oil LV                            8.5 oz.              15.01       37.52       22.51        60.0
101125            134A Pag Oil HV                            8.5 oz.              15.58       29.44       13.86        47.1
101126            134A Flush                                   Gal                33.85      162.48      128.63        79.2
102200            Brake Parts Cleaner                         20 oz.               9.49       11.76        2.27        19.3
102201            BPC Non-Chlor                               13 oz.               7.88        9.72        1.84        18.9
102202            Carb/Choke                                  13 oz.               6.40       10.32        3.92        38.0
102204            Engine Degreaser                            15 oz.               7.20       13.32        6.12        45.9
102210            Penetrating Oil                             13 oz.               5.70       10.32        4.62        44.8
102214            De-Icer                                     13 oz.               5.38        8.28        2.90        35.0
102216            Starting Fluid 25%                          11 oz.               7.11        7.92        0.81        10.2
102218            Starting Fluid 50%                          11 oz.               7.44        8.16        0.72         8.8
102220            Tire Inflator W/Hose                        12 oz.               9.03       11.64        2.61        22.4
102222            Tire Inflator W/Cone                        12 oz.               6.67        9.36        2.69        28.7
103304            Carb/Injector Cleaner                       12 oz.               3.76        6.24        2.48        39.7
103305            Super Carb/Injector Cleaner                 12 oz.               4.05        6.48        2.43        37.5
103306            Octane Boost                                12 oz.               3.55        5.88        2.33        39.6
103308            5 Min Engine Flush                          32 oz.               7.34       10.80        3.46        32.0
103310            Anti Freeze Gallon                           Gal                19.80       27.36        7.56        27.6
103314            Gas Treatment                               12 oz.               3.69        6.24        2.55        40.9
103316            Diesel Treatment                            8 oz.                4.34        7.44        3.10        41.7
103320            Windshield Wash Conc.                       12 oz.               2.40        4.56        2.16        47.4
103326            Gas line Anti-Freeze                        12 oz.               3.57        5.04        1.47        29.2

</TABLE>

                                       14

<PAGE>



<TABLE>
<CAPTION>
                                                                                            500        Gross       Gross
<S>              <C>                                          <C>                  <C>        <C>          <C>         <C>
103330            Petroleum Solvent                            Gal                 8.66       13.32        4.66        35.0
103334            F.S. Water Remover                          12 oz.               5.64        6.72        1.08        16.1
103336            Gas Tank Treatment/Iso                      12 oz.               5.64        6.72        1.08        16.1
104400            Brake Fluid Dot 3                           12 oz.               4.68        6.96        2.28        32.8
104401            Brake Fluid Dot 4                           12 oz.               6.83       10.56        3.73        35.3
104402            Brake Fluid Dot 3                           32 oz.              10.65        16.2        5.55        34.3
104404            Brake Fluid Dot 3                            Gal                20.34       31.56       11.22        35.6
104405            Brake Fluid Dot 4                            Gal                31.14       47.34       16.20        34.2
104406            Brake Fluid Dot 3                           5 Gal               15.63       26.55       10.92        41.1
104500            Power Steering Fluid                        12 oz.               2.88        5.04        2.16        42.9
104502            Power Steering Fluid                        32 oz.               6.45       11.40        4.95        43.4
104514            PSF Stop Leak                               12 oz.               4.00        6.96        2.96        42.5
104516            Honda Power Steering Fluid                  12 oz.               4.45        9.36        4.91        52.5
104518            Manual Clutch                               12 oz.               4.98       10.32        5.34        41.7
104606            2-Cycle Oil                                 8 oz.                3.84        4.68        0.84        17.9
104618            Engine Oil Treatment                        12 oz.               3.98        9.46        5.50        58.0
104620            Engine Oil No Smoke                         12 oz.               3.98       10.68        6.70        62.7
104622            Engine Oil Stop Leak                        12 oz.               4.04        9.36        5.32        56.8
104634            Mercon/Dexson III                           32 oz.               8.25       10.56        2.31        21.9
104640            Auto Transmission Stop Leak                 12 oz.               4.09        6.60        2.51        38.0
104800            Radiator Stop Leak                          12 oz.               2.25        6.12        3.87        63.2
104802            Radiator Flush                              22 oz.               2.11        5.88        3.77        64.1
104804            Radiator Anti-Rust                          12 oz.               2.98        6.00        3.02        50.3
105100            Vinyl Cleaner Pump                          16 oz.              13.21       16.68        3.47        20.8
105102            Rain Guard                                  8 oz.                8.24        9.60        1.36        14.2
105104            Fog Guard                                   8 oz.                5.97        8.04        2.07        25.7

</TABLE>

                                       15

<PAGE>



                                                  EXHIBIT C

ChemWay, Inc.
An Affiliated Resources Corporation Company
1605 Cottonwood                                      Phone: 409-245-8811
Bay City, Texas 77414                                  Fax: 409-244-2546

REPRESENTATIVE AGREEMENT

We at ChemWay Inc. are pleased to appoint

Quest, Crelia & Co.
1860 Crown Dr. #1400
Dallas, Texas 75234

As our representative in the territory outlined below-

AL, AR, LA, MO, OK, TN, TX, NM, MS, KS

          The representative agrees to promote the sale of ChemWay Inc. products
in a manner consistent with company policies and procedures.  The representative
is an independent  contractor and will be paid on a commission basis at the rate
of (see page 2), the gross amount of each order.  Commissions  will be paid when
ChemWay Inc. receives payment from the customer.

          Either  party to this  agreement  shall  have the right to  terminate,
effective 60 days after written one or the other of the parties gives notice.

         Effective Date: January 05, 1999

Accepted by:                               Accepted by:
ChemWay, Inc.

--------------------------                -------------------------------------
(Signature)                                          (Signature)

           President                             President

Date:                 1-5-99              Date:             1-5-99


                                       16

<PAGE>



                                                                     Exhibit 99
PRESS RELEASE

Affiliated Resources Corporation
3050 Post Oak Boulevard, Suite 1080
Houston, TX 77056

For more information contact:
Peter C. Vanucci
Chairman and Chief Executive Officer
Telephone: 713-355-8940

FOR IMMEDIATE RELEASE

          Affiliated Resources Corporation Announces National Marketing
                        Agreement with RTB Ventures, Inc.

         HOUSTON, TX - October 4, 1999 - Affiliated Resources Corporation (ARCX:
OTC  Electronic  Bulletin  Board) is pleased to  announce  that the  Company has
entered  into a  Distribution  Agreement  with RTB  Ventures,  Inc.  ("RTB"),  a
Portland, Oregon, based marketing and distribution company, for the distribution
of aftermarket  automotive products that are produced by ChemWay, Inc., a wholly
owned subsidiary of Affiliated Resources Corporation.

         According to the agreement, RTB will have exclusive retail distribution
rights in  selected  markets  in  connection  with the  retail  distribution  of
ChemWay's  aftermarket  automotive  product line.  The Agreement is exclusive in
North  America and shall  grant to RTB a first  right of refusal  for  exclusive
distribution  rights in each and every  country of the world,  as  determined by
RTB.  The  agreement is designed to provide  compensation  to RTB in the form of
common  stock and  commissions  in  achieving  the goal of  increasing  sales of
ChemWay's products by $20 million during the next 24- month period.

         "We're  very  excited  to be  named  as  an  exclusive  distributor  by
Affiliated  Resources  Corporation on behalf of its ChemWay  operations"  stated
Randy Wright,  President and Chief Executive  Officer of RTB.  "ChemWay's  newly
installed  high speed  production  line is so powerful that we believe it should
provide a major advantage in producing the capacity of products required to meet
our goals.  It's a real time saver when it comes to  producing  the  quantity of
products we intend to  distribute.  This  association  should  certainly  have a
positive  impact on Affiliated  Resources  Corporation  and RTB Ventures,  Inc.,
growth."

         Peter C. Vanucci,  Chairman and Chief  Executive  Officer of Affiliated
Resources Corporation adds, "We are very pleased to add a marketing partner like
RTB Ventures to enhance our  distribution  network.  One of our major  strategic
marketing goals is to expand our distribution  channels so that we can reach new
customers on a national basis. The agreement with RTB is a major step forward in
achieving  that goal. As a full service  marketing  firm, RTB also provides such
services as an in-house graphics  department,  which will be of great assistance
in our advertising and new product development."

         ChemWay,  Inc.,  a  subsidiary  of  Affiliated  Resources  Corporation,
produces  and packages a full line of  automotive  aftermarket  fluids,  such as
refrigerants,  lubricants and penetrants, fuel treatments and additives, cooling
system, brake system and power steering products, cleaners and solvents, as well
as appearance and emergency products.


         RTB is a marketing an distribution  company based in Portland,  Oregon,
with  distribution to major retailers in North America in the grocery,  drug and
general merchandise industries.

                                       17

<PAGE>



         Statements  included in this press release which are not  historical in
nature,  are  intended  to be, and are  hereby  identified  as  "forward-looking
statements"  for  purposes  of the safe  harbor  provided  by Section 21E of the
Securities  Exchange Act of 1934, as amended by Public Law 104-67 and provisions
of  the  Private  Securities  Litigation  Reform  Act of  1995.  Forward-looking
statements  may  be  identified  by  words  including  "anticipate,"  "believe,"
"intends," "estimates," "expects," and similar expressions. Affiliated Resources
Corporation  cannot  guarantee that agreements or contracts will be fulfilled by
its customers or distributors. The Company cautions readers that forward-looking
statements,  including,  without  limitation,  those  relating to the  Company's
future business  prospects are subject to certain risks and  uncertainties  that
could cause  actual  results to differ  materially  from those  indicated in the
forward-looking statements.



                                       18