<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     March 31, 1999     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 March 31, 1999   8,100,000


<PAGE>



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

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                 MARCH 31, 1999
--------------------------------------------------------------------------------









                                      INDEX


Part I - Financial Information (unaudited):
              Condensed balance sheet as of
                 March 31,1999 and March 31,1998                               2

              Condensed statement of operations
                 for the three-month periods ended
                 March 31, 1999 and 1998                                       3

              Condensed statement of cash flows
                 for the three-month periods ended
                 March 31, 1999 and 1998                                       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)
--------------------------------------------------------------------------------






<TABLE>
<CAPTION>
                                                                              MARCH 31,      December 31,
                                                                                1999             1998
                                                                             ----------      ------------
<S>                                                                             <C>               <C>
                                     ASSETS


Cash and cash equivalents                                                    $  203,313       $  203,167
Prepaid expenses                                                                    422              422
                                                                             ----------       ----------

                                                                             $  203,735       $  203,589
                                                                             ==========       ==========




                      LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
  Accrued expenses                                                           $    3,878       $    1,840
  Due to shareholder                                                              5,000            5,000
                                                                             ----------       ----------

                                                                                  8,878            6,840
                                                                             ----------       ----------

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                                                       ( 1,950,351)     ( 1,948,459)
                                                                             ----------       ----------

           Net shareholders' equity                                             194,857          196,749
                                                                             ----------       ----------

                                                                             $  203,735       $  203,589
                                                                             ==========       ==========
</TABLE>












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
                                                                      MARCH 31,
                                                            1999                  1998
                                                           ------                -----
<S>                                                        <C>                   <C>
Revenue, interest income                                   $1,680                $1,934



General and administrative expenses                         3,572                   551
                                                            -----               -------



Net income (loss)                                         ($1,892)               $1,383
                                                           ======                ======



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



Weighted average number of outstanding
  shares for basic and diluted                          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>
                                                                        THREE MONTHS ENDED
                                                                             MARCH 31,
                                                                    1999                 1998
                                                                   ------               ------
<S>                                                                 <C>                   <C>
                           INCREASE (DECREASE) IN CASH

Cash flows from operating activities:
  Net income (loss)                                             ( $  1,892)            $  1,383
  Adjustments to reconcile net income (loss) to net
       cash provided by (used in) operating activities:
     Increase (decrease) in accrued expenses                         2,038                ( 753)
                                                                  --------             --------

           Net cash provided by
             (used in) operating activities                            146                  630


Cash and cash equivalents at beginning of period                   203,167              200,279
                                                                  --------             --------


Cash and cash equivalents at end of period                        $203,313             $200,909
                                                                  ========             ========
</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 March 31, 1999 and the results of operations
     for the three-month periods ended March 31, 1999 and 1998 and cash flows
     for the three-month periods ended March 31, 1999 and 1998. The results of
     operations for the three-month periods ended March 31, 1999 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 March 31, 1999 and the related condensed statements of operations and
cash flows for the three-month periods ended March 31, 1999 and 1998. 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, 1998 and the related statements
of operations, shareholders' equity, and cash flows for the year then ended
(not presented herein); and in our report dated January 6, 2000, 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, 1998 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
three months ended March 31, 1999 and 1998, 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 three months ended March 31, 1999, the Company earned interest of
$1,680 as compared to $1,934 of interest earned in the three months ended March
31, 1998, a decrease of $254. During the three months ended March 31, 1999, the
Company incurred general and administrative expenses of $3,572, an increase of
$3,021 as compared with the three months ended March 31, 1998 expenses of $551.


Liquidity and Capital Resources

During the three months ended March 31, 1999, 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 March 31, 1999, the Company had
working capital of $194,857. 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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