<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549



                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934




For Quarter Ended      June 30, 1998     Commission file number      2-29987
                  ----------------------                        ----------------



                          UPWARD TECHNOLOGY CORPORATION
--------------------------------------------------------------------------------


             NEW YORK                                         11-1714403
--------------------------------------------------------------------------------
  (State or other jurisdiction of                          (I.R.S. Employer
   incorporation or organization)                         Identification No.)


            301 CITY AVENUE                       BALA CYNWYD, PA      19004
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)



Registrant's telephone number, including area code      610-667-8225
                                                   ---------------------



________________________________________________________________________________
Former name, former address and former fiscal year, if changed since last
report.




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


                                                    ____ Yes     __X__ No


Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the close of the period covered by this report.


Class: COMMON, PAR VALUE $.02 PER SHARE
       --------------------------------
OUTSTANDING at June 30, 1998  8,100,000





<PAGE>



                          UPWARD TECHNOLOGY CORPORATION
                          =============================

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                  JUNE 30, 1998
--------------------------------------------------------------------------------





                                      INDEX


Part I - Financial Information (unaudited):
            Condensed balance sheet as of
              June 30,1998 and December 31,1997                              2

            Condensed statement of operations
              for the three-month and six-month periods ended
              June 30, 1998 and 1997                                         3

            Condensed statement of cash flows
              for the six-month periods ended
              June 30, 1998 and 1997                                         4

            Notes to condensed financial statements                          5

            Report of independent accountants                                6

            Management's discussion and analysis of the
              financial condition and results of operations                  7


Part II - Other Information

            Item 1.  Legal Proceedings                                       8
            Item 2.  Changes in Securities                                   8
            Item 3.  Defaults Upon Senior Securities                         8
            Item 4.  Submission of Matters to a Vote of Security Holders     8
            Item 5.  Other Information                                       8
            Item 6.  Exhibits and Reports of Form 8-K                        8

Signature                                                                    9



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<PAGE>



                          UPWARD TECHNOLOGY CORPORATION
                          =============================

                             CONDENSED BALANCE SHEET
                                   (unaudited)
--------------------------------------------------------------------------------









                                                   June 30,      December 31,
                                                    1998            1997
                                                ------------     -----------

                                     ASSETS


Cash and cash equivalents                      $   199,521       $   200,279
Prepaid expenses                                       422               422
                                               -----------       -----------

                                               $   199,943       $   200,701
                                               ===========       ===========





                      LIABILITIES AND SHAREHOLDERS' EQUITY


Liabilities:
  Accrued expenses                             $      1,127      $     4,730
                                               ------------      -----------


Shareholders' equity:
  Common stock, $.02 par value; 24,000,000
     shares authorized, 8,100,000 shares
     issued and outstanding                         162,000           162,000
  Additional paid-in capital                      1,983,208         1,983,208
  Accumulated deficit                            (1,946,392)       (1,949,237)
                                               ------------      ------------

           Net shareholders' equity                 198,816           195,971
                                               ------------      ------------

                                               $    199,943      $    200,701
                                               ============      ============





See accompanying notes to condensed financial statements.

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<PAGE>



                          UPWARD TECHNOLOGY CORPORATION
                          =============================

                        CONDENSED STATEMENT OF OPERATIONS
                                   (unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED                  SIX MONTHS ENDED
                                                           JUNE 30,                            JUNE 30,
                                                  1998                  1997             1998          1997
                                                 ------                ------          --------       ------
<S>                                              <C>                  <C>              <C>            <C>
Revenue, interest income                     $    2,307            $    2,317        $    4,241     $    4,198



General and administrative expenses                 845                 4,230             1,396          4,879
                                             ----------            ----------        ----------     ----------



Net income (loss)                            $    1,462               ($1,913)       $    2,845       ($   681)
                                             ==========            ==========        ==========     ==========



Net income (loss)  per share,
  basic and diluted                          $      -              $        -        $    -         $    -
                                             ==========            ==========        ==========     ==========



Weighted average number of
  outstanding shares for basic
  and diluted                                 8,100,000             8,100,000         8,100,000      8,100,000
                                             ==========            ==========        ==========     ==========
</TABLE>







See accompanying notes to condensed financial statements.

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<PAGE>



                          UPWARD TECHNOLOGY CORPORATION
                          =============================

                        CONDENSED STATEMENT OF CASH FLOWS
                                   (unaudited)
--------------------------------------------------------------------------------






<TABLE>
<CAPTION>
                                                                        SIX MONTHS ENDED
                                                                             JUNE 30,
                                                                      1998             1997
                                                                   ----------        -------
<S>                                                                    <C>              <C>
                           INCREASE (DECREASE) IN CASH

Cash flows from operating activities:
  Net income (loss)                                              $   2,845          ($       681)
  Adjustments to reconcile net income (loss) to net
       cash (used in) operating activities:
     (Decrease) in accrued expenses                              (   3,603)         (      7,546)
                                                                  --------             ---------

           Net cash (used in) operating activities               (     758)         (      8,227)


Cash and cash equivalents at beginning of period                   200,279               206,267
                                                                   -------               -------


Cash and cash equivalents at end of period                        $199,521              $198,040
                                                                   =======               =======
</TABLE>





















See accompanying notes to condensed financial statements.

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<PAGE>



                          UPWARD TECHNOLOGY CORPORATION
                          =============================

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)
--------------------------------------------------------------------------------







1.   In the opinion of management, the accompanying unaudited condensed
     financial statements contain all adjustments necessary to present fairly
     the financial position as of June 30, 1998 and the results of operations
     for the three-month and six-month periods ended June 30, 1998 and 1997 and
     cash flows for the six-month periods ended June 30, 1998 and 1997. The
     results of operations for the six-month periods ended June 30, 1998 are not
     necessarily indicative of the results to be expected for the full year.

2.   Margolis & Company P.C., the Company's auditors, has performed a limited
     review of the financial information included herein. Their report on such
     review accompanies this filing.




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<PAGE>

                       REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors
Upward Technology, Inc.
Bala Cynwyd, PA


We have reviewed the accompanying condensed balance sheet of Upward Technology,
Inc. as of June 30, 1998 and the related condensed statements of operations for
the three-month and six-month periods ended June 30, 1998 and 1997 and cash
flows for the six-month periods ended June 30, 1998 and 1997. These financial
statements are the responsibility of the Company's management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying condensed financial statements for them to be in
conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet as of December 31, 1997 and the related statements
of operations, shareholders' equity, and cash flows for the year then ended (not
presented herein); and in our report dated December 27, 1999, we expressed an
unqualified opinion on those financial statements. In our opinion, the
information set forth in the accompanying condensed balance sheet as of December
31, 1997 is fairly stated, in all material respects, in relation to the balance
sheet from which it has been derived.




                                       Certified Public Accountants


Bala Cynwyd, Pennsylvania
May 8, 2000

 -6-
<PAGE>



                          UPWARD TECHNOLOGY CORPORATION
                          =============================

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
                                   (unaudited)
--------------------------------------------------------------------------------





General

In May, 1989, the Company suspended all operations except for necessary
administrative matters and ceased to be an operating company. As such, for the
six months ended June 30, 1998 and 1997, the Company had no revenues from
operations. Given the virtual suspension of the Company's operations, except for
necessary administrative matters, the Company's officers have waived further
compensation.


Results of Operations

During the six months ended June 30, 1998, the Company earned interest of $4,241
as compared to $4,198 of interest earned in the six months ended June 30, 1997,
an increase of $43. During the six months ended June 30, 1998, the Company
incurred general and administrative expenses of $1,396, a decrease of $3,483 as
compared with the six months ended June 30, 1997 expenses of $4,879.


Liquidity and Capital Resources

During the six months ended June 30, 1998, the Company satisfied its working
capital needs from cash on hand at the beginning of the year and cash generated
from interest income during the period. As of June 30, 1998, the Company had
working capital of $198,816. This working capital is expected to provide the
Company with sufficient capital while it seeks a merger, acquisition or other
arrangement by and between the Company and a viable operating entity, although
there is no assurance that this will occur.








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<PAGE>



                          UPWARD TECHNOLOGY CORPORATION
                          =============================








Part II - Other Information

         Item 1.      Legal Proceedings
                      None

         Item 2.      Changes in Securities
                      None

         Item 3.      Defaults upon Senior Securities
                      None

         Item 4.      Submission of Matters to a Vote of Security Holders
                      None

         Item 5.      Other Information
                      None

         Item 6.      Exhibits and Reports of Form 8-K
                      None




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<PAGE>



                         UPWARD TECHNOLOGY CORPORATION
                         =============================

                                    SIGNATURE
--------------------------------------------------------------------------------












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 thereunto duly authorized.


                                               UPWARD TECHNOLOGY
                                                CORPORATION


                                               /s/ Albert M. Zlotnick
                                               ---------------------------------
                                               Albert M. Zlotnick, President and
                                                 Chief Executive Officer



Date: May 8, 2000


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