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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

        Annual Report Pursuant to Section 13 or 15 (d) of the Securities
            Exchange Act of 1934 for the Year Ended December 31, 1999

                          Commission file number 132-3

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


                         DIAPULSE CORPORATION OF AMERICA
             (Exact name of registrant as specified on its charter)

         Delaware                                        13-5671991
-------------------------------                    ----------------------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation of organization                      Identification number)


      321 East Shore Road
      Great Neck, New York                                 11023
---------------------------------                     ----------------
  (Address of principal offices)                         (Zip Code)


Registrant's telephone number
including area code                                    (516)-466-3030

--------------------------------------------------------------------------------
           Securities registered pursuant to Section 12(b) of the Act:
                                      None

          Securities registered pursuant to Section 12 (g) of the Act:
                    Common Stock, par value $0.025 per share
                                (Title of Class)

Indicated 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

Check if there is no disclosure of delinquent filers in response to Item 405 of
regulations S-B contained in this form, and no disclosure will be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this form 10-KSB or any
amendment to this form 10-KSB: [X}

Aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the mean of the bid and the ask prices of the common
stock on March 31, 2000 as reported by an independent market maker: $ 2,476,286.

Number of shares outstanding of each of the registrant class of common stock as
of March 31, 2000: 3,962,058.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

<PAGE>
                         DIAPULSE CORPORATION OF AMERICA

                                   FORM 10-KSB

                      FOR THE YEAR ENDED DECEMBER 31, 1999

                                TABLE OF CONTENTS

                                     PART I.

Item 1.           Business
Item 2.           Properties
Item 3.           Legal Proceedings
Item 4.           Submission of Matters to Vote of Security Holders

                                    PART II.

Item 5.           Market for Registrant's Common Equity and Related
                  Stockholder Matters
Item 6.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations
Item 7.           Financial Statements
Item 8.           Changes in and Disagreement with Accountants on Accounting
                  and Financial Disclosure

                                    PART III.

Item 9.           Directors and Executive Officers of the Registrant
Item 10.          Executive Compensation
Item 11.          Security Ownership of Certain Beneficial Owners Management
Item 12.          Certain Relationships and Related Transactions

                                    PART IV.

Item 13.          Exhibits, Financial Statements, and Reports on Form 8-K

Signatures

  Financial Statements

<PAGE>
                                     PART I
ITEM 1.           Business

                  Diapulse Corporation of America (the "Company" or the
                  "Registrant") is a Delaware corporation organized in 1957. The
                  Registrant develops, manufactures and markets Diapulse
                  Technology, a proprietary medical system which produces
                  non-thermal pulsed high frequency, high peak power
                  electromagnetic energy to treat post-operative edema and pain
                  in acute and chronic wounds. It is used in hospitals, nursing
                  facilities, outpatient clinics, physicians practice and by
                  prescription in patients' homes. A number of insurance
                  companies reimburse for treatment. The Registrant has not
                  significantly varied the product or its service rendered since
                  the date of its Annual Report on Form 10LSB for the year ended
                  December 31, 1998.

                  Suppliers - The Registrant purchases raw materials and
                  component parts of its units from various suppliers of
                  electronic products. A majority of the individual component
                  parts of the Diapulse units are standard and available from
                  many suppliers. Were the Registrant to change from its present
                  suppliers for any reason, it believes that no significant
                  difficulties would be experienced in the replacement of raw
                  materials from other suppliers, and there would be no
                  reduction in the quality or quantity of the material
                  purchased.

                  Sales and customers - Until October 1987, the Registrant
                  derived substantially all of its revenue from sales of the
                  Diapulse and related parts to customers in foreign countries.
                  Upon obtaining Food and Drug Administration approval to market
                  Diapulse in the United States in October 1987, the Registrant
                  began selling and renting the Diapulse nationally. The
                  Registrant is not dependent upon any single customer, but
                  sells and rents to numerous customers the loss of any one of
                  which would not have a significant adverse effect on the
                  Registrant's results of operations. Medicare reimbursement,
                  however, represented 1 % and 11 % of the Registrant's revenue
                  for 1998 and 1999.

                  The Registrant rents and sells Diapulse machines to hospitals,
                  nursing homes and physicians, and rents its equipment to
                  individuals covered by Medicare and private insurance
                  companies whose claims have been assigned to the Registrant in
                  various parts of the country. Payment has been received from
                  private insurance and reimbursements have also been received
                  from private insurance and reimbursements have also been
                  received from Medicare following administrative procedures.

                  Backlog - The Registrant has sufficient inventory of completed
                  units and spare parts to manufacture additional units for the
                  foreseeable future to fill orders as they arrive. Because
                  orders are filled quickly, firm backlog at most points in time
                  is not significant. Orders received by the Registrant are not
                  seasonal and are routinely filled throughout the year.

                  Patents - The Registrant has patents whose rights thereunder
                  expired in 1999. New patents (patents pending) have been
                  applied for and issued in 1998 and 1999.

                  Employees - The registrant has thirty-six full-time and
                  part-time employees and commission sales representatives.

                                      - 1 -

<PAGE>
ITEM 2.           Properties

                  The Registrant leases approximately 6,000 square feet of
                  office space in Great Neck, New York for a term expiring
                  December 31, 2001 for minimum rental payments as follows:
                  December 31, 2000 - $118,142 and December 31, 2001 - $121,686.
                  The premises are used as a national and international
                  headquarters for the Company as well as for research and
                  development. In addition, the registrant leases approximately
                  100 sq. ft. at a cost of $2,978.00 per year in Carlsbad,
                  California for a sales office.

ITEM 3.           Legal Proceedings

                  The Company was involved as plaintiff in litigation filed in
                  August 1994, alleging deceptive acts and practices, false
                  advertising, unfair competition, breach of fiduciary duty
                  under New York law and under Federal Law. The complaint
                  demands damages in an unspecified amount for compensatory,
                  punitive and treble damages, profits and attorneys' fees. The
                  defendants answered in April 1997 and asserted counterclaims
                  against the Company for alleged Federal Law violations,
                  interference with contract, deceptive acts and unfair trade
                  practices and trade disparagement. The counterclaims demand
                  unspecified damages.

                  In early 2000, the parties agreed to a settlement of the
                  matter and a settlement agreement is in the process of being
                  concluded and signed. The agreement provides for the payment
                  of $50,000 to the Company, the agreement by defendants to
                  refrain from engaging in certain marketing practices in the
                  future and the dismissal, with prejudice, of all claims
                  against the Company.

                  A former employee of the Company sued the Company in 1997 for
                  certain unpaid deferred salary. The Company counterclaimed for
                  breaches of contract and fiduciary duty relating to
                  unauthorized purchases made by the plaintiff when he was an
                  employee of the Company. The employee obtained summary
                  judgment on his claim for deferred salary. The judgment amount
                  was $120,475, including interest. The company's counterclaims
                  were severed and referred to the trial court for resolution.
                  Thereafter, a settlement was reached in the sum of $95,000.
                  The Company is to pay the former employee seven (7)
                  installments of $13,571 every six months beginning in March
                  2000. The first payment has been made.

                  A former employee of the Company, who was terminated in May
                  1999, filed five small claims actions against the Company. The
                  employee's son also filed one small claim action against the
                  Company. Each action brought by the former employee or his
                  son, except one, seeks $3,000 in damages against the Company
                  and against various other employees. One action seeks slightly
                  less than $2,000. Most of the cases allege various employment
                  contract and/or labor violations; some allege liability for
                  property allegedly held or used by the Company. All actions
                  were instituted after the employee was teminated from
                  employment. It is the opinion of counsel that the actions
                  filed by the former employee and his son are either meritless
                  or frivolous.

                  The Company sued a former employee. The compalint alleges that
                  the former employee, without authorization, took trade secret
                  and other confident information and documents relating to the
                  Company. The law suit seeks to recover possession of the items
                  allegedly taken by the former employee and to enjoin the
                  former employee from distributing, sharing or selling the
                  trade secrets and other confidential information. The former
                  empoyee counterclaimed for malicious prosecution and seeks
                  damages in the sum of $1,000,000.

<PAGE>
ITEM 4.           Submission of Matters to a Vote of Securities Holders

                  No matters were submitted to a vote of security holders during
                  the period covered by this report.

                                     PART II

ITEM 5.           Market For Registrant's Common Equity and Related Stockholders
                  Matters

                  The Registrant's common stock has been traded on the NASDAQ
                  over-the-counter market, under the symbol DIAC. The bid and
                  ask closing sales prices are listed below.

                                            Quarter Ended
                    ------------------------------------------------------------
                               1999                             1998
                    ----------------------------      --------------------------
                    3/31   6/30    9/30    12/31      3/31   6/30   9/30   12/31
              Low
              Bid:  .25    .25     .25      .50       .75    .75    .25     .07
              High
              Bid:  .50    .50     .50      .625      .75    .75    .25     .22

                  As of December 31, 1999, there were approximately 1,486
                  stockholders of record. The Company has not paid any cash
                  dividends during any of the periods indicated above. The
                  Company anticipates that it will continue to retain its
                  earnings to finance the growth of its business.

ITEM 6.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations

                  Overview - During the fiscal year ended December 31, 1999, the
                  Registrant has been establishing and expanding its
                  distribution network, sales force and sales and rental
                  programs. Controlled, and double-blind studies demonstrating
                  the clinical value of the Registrant's product have been
                  published in peer review medical journals which continue to
                  aid marketing. At the present time there are 40 Diapulse
                  publications on Medline.

                  Net Revenues - During the year ended December 31, 1999 net
                  revenues increased 25.11% as compared to the year ended
                  December 31, 1998. This increase was due to partial
                  collections of receivables previously classified as
                  uncollectible.

<PAGE>
                  Cost of Sales - During the year ended December 31, 1999, cost
                  of sales decreased $ 97,952 in 1999 as compared to the year
                  ended December 31, 1998 due primarily to higher gross profit
                  percentages in the sales of equipment.

                  Operating Expenses - Operating expenses, exclusive of
                  interest, increased by $148,754 in 1999 as compared with 1998
                  due to the higher volume of sales of equipment.

                  Interest Expense - Interest expense from 1998 to 1999
                  decreased by $9,100 due to decrease in borrowing.

                  Inflation - In the opinion of management, inflation has not
                  had a material effect on the operations of the Registrant.

                  LIQUIDITY AND CAPITAL RESOURCES

                  As of December 31, 1999, the Registrant had working capital of
                  $86,124. Working capital as of December 31, 1998 was $15,412.

                  The Registrant considers, and currently used for internal
                  management purposes, a number of measures of liquidity. These
                  measures include working capital and operating ratios, all of
                  which are set forth below.

                  WORKING CAPITAL RATIOS:

                  These ratios measure the Registrant's ability to meet its
                  short-term obligations.

                                              December 31,         December 31,
                                                  1999                 1998
                                                  ----                 ----
                  Working Capital                86,124              $15,412
                  Current ratio                1.18 to 1          1.03 to 1.0
                  Quick ratio                   .69 to 1           .60 to 1.0

ITEM 7.           Financial Statements

                  The financial statements to be provided pursuant to this Item
                  are included under Items F1 - F19 of this report.

ITEM 8.           Changes in and Disagreements with Accountants on Accounting
                  and Financial Disclosure

                  None

<PAGE>
                                    PART III

ITEM 9.           Directors and Executive Officers of the Registrant

                  The executive officers and key employees of the Company as of
                  March 31, 2000 were as follows:

                        Name                 Age         Title
                        ----                 ---         -----
                        Jesse Ross            77         President, Director and
                                                         Chairman of the Board

                        David M. Ross         52         Director

                        Howard Mann           64         Director

                  Jesse Ross has been actively engaged in the business of the
                  Registrant and has been its President since its incorporation.
                  He has devoted his full time services to the business of the
                  Registrant since 1957.

                  David M. Ross, son of Jesse Ross, became a Director of the
                  Company during 1989. Mr. Ross was an independent sales
                  representative and consultant in 1997.

                  Howard Mann became a Director of the Company during 1996.

                               BOARD OF DIRECTORS

                  Directors are elected at the annual meeting of the Company's
                  stockholders to hold office until the next annual meeting and
                  until their successors are elected and qualified. Officers
                  serve at the discrtion of the Board of Directors and may
                  receive such compensation for their services as is fixed from
                  time to time by resolution of the Board.

                             DIRECTORS' COMPENSATION

                  Directors of the Company currently receive no compensation for
                  their service as such.

                  SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

                  Pursuant to Section 16(a) of the Securities Exchange Act of
                  1934, and the rules issued thereunder, the Company's directors
                  and executive officers are required to file with the
                  Securities and Exchange Commission and the National
                  Association of Securities Dealers Inc., reports of ownership
                  and changes in ownership of Common Stock and other equity
                  securities of the Company. Copies of such reports are required
                  to be furnished to the Company. Based solely on a review of
                  the copies of such reports furnished to the Company or written
                  representations that no other reports were required, the
                  Company believes that, during the Company's fiscal year ended
                  December 31 1999, all of its executive officers and directors
                  complied with the requirements of Section 16(a).

ITEM 10.          Executive Compensation

                  Cash Compensation - For the year ended December 31, 1999, no
                  officer received or was entitled to receive more than $100,000
                  in compensation from the Registrant. No cash bonuses were
                  earned by any of the Registrant's officers during the year.

                  The following table sets forth the annual compensation paid to
                  executive officers of the Company for the three fiscal years
                  ended December 31, 1999. For the year ending December 31, 1999
                  the President deferred $100,000 of salary.

<PAGE>
ITEM 11.          Security Ownership of Certain Beneficial Owners and Management

                  Security ownership of certain beneficial owners - No
                  individual or group outside of management is known to the
                  Registrant to be the beneficial owner of more than five
                  percent of the Registrant's common stock.

                  Security ownership of management - The following table sets
                  forth certain information with respect to shares of the
                  Registrant's common stock beneficially owned by all officers
                  and directors of the Registrant as of December 31, 1999.

                      Name of               Amount and Nature of        Percent
                  Beneficial Owner          Beneficial Ownership       of  Class
                  ----------------          --------------------       ---------
                  Jesse Ross                     2,181,750 (i)           55.07%
                  All officers and directors
                  as a group (1 person)          2,181,750               55.07%

                  (i) Include certain shares owned by the wife and other
                  relatives of this individual

ITEM 12.          Certain Relationships and Related Transactions

                  One of the Company's directors, who is a son of the President,
                  previously served as an independent sales representative for
                  the Company, and is now employed by the Company as a full time
                  employee. In addition, another son of the President also
                  serves as an independent sales representative for the Company.
                  Commissions and consulting fees earned by these individuals
                  during 1999 and 1998 were approximately $81,891 and $130,500,
                  respectively.

                  As of December 31, 1999 and 1998, the Company had an aggregate
                  commission advances to these individuals in the amount of
                  $259,904 and $299,638, respectively. These advances are
                  guaranteed by the President of the Company and he has agreed
                  to subordinate repayment of amounts due to him to the extent
                  of the advances.

                  There are other individuals that currently work or have worked
                  for the Company that are related to the President. The amounts
                  due these individuals for accumulated salaries and interest
                  thereon, at December 31, 1999 and 1998 were $203,862 and
                  $223,592, respectively. Salaries and interest incurred for
                  these individuals during 1999 and 1998 were approximately
                  $10,279 and $42,954, respectively.

                                 COMPANY POLICY

                  The Company believes that each of the foregoing transactions
                  embodies terms no less favorable to the Company than those
                  that could have been obtained from unaffiliated parties. Any
                  ongoing or future transactions between the Company and its
                  officers, directors, principal stockholders, or other
                  affiliates will be on terms no less favorable to the Company
                  than could be obtained from unaffiliated third parties on an
                  arms-length basis and will be approved by a majority of the
                  Company's independent and disinterested directors. Any future
                  loans to officers, directors, principal stockholders, or
                  affiliates will be made for a bonafide business purpose, on
                  terms no less favorable than could be obtained from
                  unaffiliated third parties and will be approved by a majority
                  of the Company's independent and disinterested directors.

                                    PART IV

ITEM 13.          Exhibits, Financial Statements, and Reports on Form 8-K

                  During the year ended December 31, 1999, the Company did not
                  file any Form 8-K.

                  Financial Statements - The financial statements commence at
                  page F1 and are filed as part of this annual report on Form
                  10KSB.


<PAGE>
                         DIAPULSE CORPORATION OF AMERICA

                     YEARS ENDED DECEMBER 31, 1999 AND 1998

                                    CONTENTS

                                                                       Page

         Report of Independent Certified Public Accountant              F-2

         Financial statements:

                  Balance sheets                                     F-3 - F-4

                  Statements of operations                              F-5

                  Statements of stockholders' equity (deficiency)       F-6

                  Statements of cash flows                           F-7 - F-8

                  Notes to financial statements                      F-9 - F-19

                                       F-1

<PAGE>

Granick & Gendler
CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------------------------------------
                                                             60 East 42nd Street
                                                            New York, N.Y. 10165
                                                                  (212)697-1075

               Report of Independent Certified Public Accountants

To the Board of Directors and Stockholders of
Diapulse Corporation of America

We have audited the accompanying balance sheet of Diapulse Corporation of
America as of December 31, 1999 and 1998 and the related statements of
operations, stockholders' equity (deficiency), and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these statements
based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Diapulse Corporation of America
as of December 31, 1999 and 1998, the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.

                                                GRANICK & GENDLER
                                                Certified Public Accountants

New York, New York
Except for Note 15 dated March 20, 2000

                                       F-2

<PAGE>
                        DIAPULSE CORPORATION OF AMERICA

                                 BALANCE SHEETS

                           DECEMBER 31, 1999 AND 1998

                                     ASSETS
<TABLE>
<CAPTION>
                                                                                    1999             1998
                                                                                    ----             ----
<S>                                                                             <C>             <C>
Current assets:
         Cash and cash equivalents                                              $  258,383      $  319,868
         Current portion of accounts receivable, net of
                  allowance for doubtful accounts of $1,712,000
                  and $1,493,000 in 1999 and 1998 (Note 2)                          83,682          38,440
         Inventory, current portion (Note 3)                                       195,549         195,418
         Commission advance, 1ess allowance for doubtful
                  accounts of $11,306 in 1999 and 1998                              34,367          43,034
         Other current assets                                                        5,561          15,953
                                                                                ----------      ----------
                           Total current assets                                    577,542         612,713

Property and equipment, net                                                         15,413          34,775
                                                                                ----------      ----------
Other assets:
         Accounts receivable, net of current portion                                 4,166          98,923
         Inventory, net of current portion (Note 3)                                147,519         146,125
         Commission advances to related parties                                    259,904         299,638
         Security deposits                                                          24,168          24,168
                                                                                ----------      ----------
                           Total other assets                                      435,757         568,854
                                                                                ----------      ----------
                           Total assets                                         $1,028,712      $1,216,342
                                                                                ==========      ==========
</TABLE>

   The accompanying Notes are an integral part of these financial statements.

                                       F-3
<PAGE>
                         DIAPULSE CORPORATION OF AMERICA

                           BALANCE SHEETS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

                 LIABILITIES AND STOCKHOLDERS' EQUITY DEFICIENCY

<TABLE>
<CAPTION>
                                                                                     1999            1998
                                                                                     ----            ----
<S>                                                                             <C>              <C>
Current liabilities:
         Current portion of amounts due to officer/
                  stockholder and former officer                                $   241,959      $   228,822
         Accounts payable and accrued liabilities
                  including $203,862 and $223,591 to related
                  parties in 1999 and 1998 (Note 6)                                 234,459          309,979
         Bank line of credit                                                             --           50,000
         Accrued income tax audit and related interest                               15,000            8,500
                                                                                -----------      -----------
                  Total current liabilities                                         491,418          597,301

Long term portion of amounts due to officer                                       1,917,616        1,692,980
                                                                                -----------      -----------
                  Total liabilities                                               2,409,034        2,290,281
                                                                                -----------      -----------
Commitments  (Note 9)

Stockholders' equity deficiency:
         Common stock, $.025 par value per share
                  authorized 15,000,000 shares, issued
                  3,962,058 shares in 1999 and 1998                                  99,051           99,051
         Additional paid-in capital                                               2,293,272        2,293,272
                   Accumulated deficit                                           (3,770,317)      (3,463,934)
                                                                                -----------      -----------
                                                                                 (1,377,994)      (1,071,611)
Less treasury stock, 1,328 shares in 1999
         and 1998 at cost                                                            (2,328)          (2,328)
                                                                                -----------      -----------
                  Total stockholders' equity deficiency                          (1,380,322)      (1,073,939)
                                                                                -----------      -----------
                  Total liabilities and stockholders' equity
                           deficiency                                           $ 1,028,712      $ 1,216,342
                                                                                ===========      ===========

</TABLE>

   The accompanying Notes are an integral part of these financial statements.

                                      F-4

<PAGE>
                         DIAPULSE CORPORATION OF AMERICA

                             STATEMENT OF OPERATIONS

                     YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                                      1999             1998
                                                                                      ----             ----
<S>                                                                               <C>              <C>
Revenue:
Rental income                                                                     $1,747,000       $1,405,282
Sales of machinery                                                                   117,500           85,000
                                                                                  ----------       ----------
         Total revenue                                                             1,864,500        1,490,282

Cost of sales and rentals                                                             22,042          119,994
                                                                                  ----------       ----------
         Gross margin                                                              1,842,458        1,370,288

Operating expenses:
     Selling, general and administrative                                           1,328,913        1,334,632
     Provision for doubtful accounts                                                 660,302          505,829
     Interest expense (principally to related parties)                               195,409          204,509
                                                                                  ----------       ----------
         Total operating expenses                                                  2,184,624        2,044,970
                                                                                  ----------       ----------
(Loss) from operations                                                              (342,166)        (674,682)
Interest and other income                                                              4,131           21,118
                                                                                  ----------       ----------
(Loss) before income taxes                                                          (338,035)        (653,564)
Income taxes  (Note 10)                                                              (31,652)        (411,240)
                                                                                  ----------       ----------
Net (loss)                                                                       ($  306,383)     ($  242,324)
                                                                                  ==========       ==========
Basic and diluted (loss) per share (Note 11)                                     ($      .08)     ($      .06)
                                                                                  ==========       ==========
Weighted average number of common shares
     outstanding                                                                   3,960,730        3,960,730
                                                                                  ==========       ==========

</TABLE>

   The accompanying Notes are an integral part of these financial statements.

                                       F-5

<PAGE>
                         DIAPULSE CORPORATION OF AMERICA

                  STATEMENT OF STOCKHOLDERS' EQUITY DEFICIENCY

                     YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>

                                                                                                                          Total
                                                                        Additional                                     Stockholders'
                                                      Common Stock       Paid-In-    Accumulated     Treasury Stock       Equity
                                                 Shares  Issued Amounts   Capital      Deficit       Shares   Amounts    Deficiency
                                                 ------  --------------   -------      -------       ------   -------    ----------
<S>                                            <C>          <C>         <C>          <C>             <C>      <C>        <C>
Balance, January 1, 1998                       3,962,058    $99,051     $2,293,272   ($3,221,610)    1,328    ($2,328)   ($831,615)

  Net Loss                                                                              (242,324)                         (242,324)
                                               -----------------------------------------------------------------------------------
Balance, December 31, 1998                     3,962,058    $99,051     $2,293,272   ($3,463,934)    1,328    ($2,328) ($1,073,939)

  Net Loss                                                                              (306,383)                         (306,383)
                                               -----------------------------------------------------------------------------------
Balance, December 31, 1999                     3,962,058    $99,051     $2,293,272   ($3,770,317)    1,328    ($2,328) ($1,380,322)
                                               =========    =======     ==========    ==========     =====     ======   ==========
</TABLE>

   The accompanying Notes are an integral part of these financial statements.

                                       F-6

<PAGE>
                         DIAPULSE CORPORATION OF AMERICA

                             STATEMENTS OF CASH FLOW

                     YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>

                                                                                  1999              1998
                                                                                  ----              ----
<S>                                                                            <C>               <C>
Operating activities:
          Net (Loss)                                                           ($306,383)        ($242,324)
                                                                               ---------         ---------
Adjustments to reconcile net (loss) to net cash
  provided by (used in) operating activities:
  Depreciation                                                                     7,276            12,125
    Provision for losses on accounts receivable                                  660,302           505,829
    Provision for losses on commission advances                                   11,306            11,306
    Deferred salaries and accrued interest (officer
      and former officer)                                                        468,553           343,621
    Changes in assets and liabilities:
      Accounts receivable                                                       (610,787)         (481,034)
      Inventories                                                                 (1,525)          (43,285)
      Other current assets                                                        10,392            (1,987)
      Commission advances                                                         37,096           (85,490)
      Security deposits                                                        ---------            (1,403)
      Accounts payable and accrued liabilities                                  (350,808)         (123,522)
      Accrued tax examination change and related interest                          6,500          (129,500)
      Income taxes payable                                                            --          (246,839)
                                                                               ---------         ---------
                     Total adjustments                                           238,305          (240,179)
                                                                               ---------         ---------
                     Net cash (used in) operating activities                     (68,078)         (482,503)
                                                                               ---------         ---------
Net cash provided by (used in) investing activities
         Capital Expenditures                                                     (3,082)               --
         Disposition of Assets                                                    15,168            55,328
                                                                               ---------         ---------
    Net cash provided by (used in) investing activities                           12,086            55,328
                                                                               ---------         ---------

</TABLE>
                                   (Continued)

   The accompanying Notes are an integral part of these financial statements.

                                       F-7

<PAGE>

                         DIAPULSE CORPORATION OF AMERICA

                      STATEMENTS OF CASH FLOWS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                                  1999                1998
                                                                                  ----                ----
<S>                                                                             <C>               <C>
Financing activities:
          Loans from officers                                                     475,000            200,000
          Repayments to officers                                                 (430,493)          (199,239)
          Net borrowing (repayments) under bank line-of-credit                    (50,000)            50,000
                                                                                ---------          ---------
                     Net cash provided by (used in) financing activities           (5,493)            50,761
          Net (decrease) in cash                                                  (61,485)          (376,414)

Cash and cash equivalents, beginning of year                                      319,868            696,282
                                                                                ---------          ---------
Cash and cash equivalents, end of year                                          $ 258,383          $ 319,868
                                                                                =========          =========
Cash paid during the years for:
         Interest                                                               $  64,642          $ 101,101
                                                                                =========          =========
         Income taxes                                                           $   - 0 -          $   3,265
                                                                                =========          =========
Supplementary information:
         Non-cash investing and financing activities:
           Reclassification of machine included in
              equipment to inventory                                            $   - 0 -          $  62,327
                                                                                =========          =========
</TABLE>

   The accompanying Notes are an integral part of these financial statements.

                                       F-8

<PAGE>
                         DIAPULSE CORPORATION OF AMERICA

                          NOTES TO FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 1999 AND 1998

1.    Description of Business and Summary of Significant Accounting Policies

      Description of Business and Concentrations

      Diapulse Corporation of America ("the Company") develops, manufactures and
      markets Diapulse (Registered Trademark) Technology, a proprietary medical
      system which produces non-thermal pulsed high-frequency, high-peak power
      electromagnetic energy to treat post-operative edema and pain in acute and
      chronic wounds. For the year 1999 there are no major suppliers of
      component parts or raw materials. The Company's product is sold and rented
      to hospitals, nursing facilities, outpatient clinics, physicians'
      practices and prescribed for use in patients' homes throughout the United
      States. A number of insurance companies reimburse for treatment. During
      1999 and 1998, approximately 11% and 1%, respectively, of revenue was from
      rentals to patients covered through Medicare (see Note 2). In 1999 and
      1998 there were no major customers. The Company does not require
      collateral for its accounts receivable.

      Inventories

      Inventories are valued at the lower of cost or market. Cost is determined
      using the first-in, first-out (FIFO) method for parts and components and
      the specific identification method for finished goods. When equipment on
      rental is sold, the net book value of the equipment is included in the
      cost of sales, and the proceeds are included in sales.

      The Company classifies machinery which is held for resale as inventory.

      Income Recognition

      Income from the sale of a machine is recognized upon shipping of the
      machine. Rental income is recognized on a monthly basis.

      Depreciation

      Depreciation is computed based on a straight-line method over the
      estimated useful lives of the related assets, ranging from five to fifteen
      years. Rental equipment is depreciated over a five-year life on a
      straight-line basis.

                                      F-9

<PAGE>
                        DIAPULSE CORPORATION OF AMERICA

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 1999 AND 1998

1.    Description of Business and Summary of Significant Accounting Policies
      (Continued)

      Income Taxes

      The Company follows Statement of Financial Accounting Standards ("SFAS")
      No. 109, "Accounting for Income Taxes." This statement requires the use of
      the asset and liability approach in the recognition of deferred tax assets
      and liabilities for the expected future tax consequences of events that
      have been recognized in the Company's financial statements or tax returns.
      If it is more likely than not that some portion or all of a deferred tax
      asset will not be realized, a valuation allowance is recognized.

      Loss Per Share

      The Company adopted SFAS No. 128, "Earnings Per Share,". In accordance
      with SFAS No. 128, the Company has presented both basic net (loss) per
      share and diluted net income (loss) per share in the financial statements
      for all periods presented.

      Use of Estimates

      In preparing financial statements in conformity with generally accepted
      accounting principles, management is required to make estimates and
      assumptions that affect the reported amounts of assets and liabilities,
      the disclosure of contingent assets and liabilities at the date of the
      financial statements, and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those
      estimates. Significant estimates are used in accounting for accounts
      receivable allowance, depreciation and amortization, inventory and income
      taxes.

      Financial Instruments

      Fair values of financial instruments are estimates that, in many cases,
      may differ significantly from the amounts that could be realized upon
      immediate liquidation. In cases where market prices are not available,
      estimates of fair value are based on discounted cash flow analysis which
      utilize current interest rates for similar financial instruments with
      comparable terms and credit equity.

                                      F-10

<PAGE>
                         DIAPULSE CORPORATION OF AMERICA

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 1999 AND 1998

1.    Description of Business and Summary of Significant Accounting Policies
      (Continued)

      Cash and Cash Equivalents

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

2.    Accounts Receivable

      At December 31, 1999 and 1998, accounts receivable included approximately
      $407,000 and $506,000 respectively, of Medicare claims for rentals of
      Diapulse's self-administered medical treatment at home. Medicare has not
      assigned a separate code for this treatment and most claims for
      reimbursements from Medicare are denied when submitted. In such cases, the
      Company has to institute the administrative procedure of requesting a
      review of the claim and, if denied, a hearing with a Medicare hearings
      officer. If necessary, the Company can appeal the findings of the hearings
      officer to an Administrative Law Judge ("ALJ") of the Social Security
      Administration. Through December 31, 1997 the Company had received
      favorable decisions on most claims going through this procedure.

      On September 10, 1997 and on October 28, 1997 the Health Care Financing
      Administration of the United States Department of Health & Human Services
      Departmental Appeals Board ("the Appeals Board") notified the Company that
      the Medicare Appeals Council ("the Council") had decided to review certain
      decisions made earlier in 1997 wherein an ALJ had concluded that the
      Company's Diapulse equipment was durable medical equipment and that the
      related treatment to the beneficiary was medically necessary, and
      therefore, the Company was entitled to be paid. The Company was notified
      that the Council is reviewing these decisions because it believes that the
      ALJ's decisions are not supported by substantial evidence, and because
      there is a broad policy issue in these cases that may affect the public
      interest. With respect to the September 10, 1997 notification, the Council
      vacated the ALJ's decision and remanded the cases back to an ALJ for
      further proceedings including a new decision. A new decision, which is
      fully favorable, has been rendered in some of the cases. In view of (1)
      the foregoing and (2) the lack of significant collections and age of the
      receivables, the Company has provided an allowance for doubtful
      receivables of approximately $1,712,000 and $1,493,000, the remaining
      uncollected balance as of December 31, 1999 and 1998, respectively. In
      connection with the above, the Company (1) provided an allowance for
      doubtful accounts of $11,306 for commission advances for the year 1998 and
      (2) reversed accrued commissions payable of $99,681 for the year 1998.

                                      F-11
<PAGE>
                         DIAPULSE CORPORATION OF AMERICA

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 1999 AND 1998

3.    Inventories

                                                    1999              1998
                                                    ----              ----

      Parts, components and subassemblies         $ 94,097          $101,994
      Finished goods                               248,971           239,549
                                                  --------          --------
                                                  $343,068          $341,543
                                                  ========          ========

      The Company's inventory quantities currently exceed its annual sales
      quantities. The Company is expanding its distribution network to try to
      facilitate the movement of its inventory. The Company's inventory value
      has been written down to estimated net realizable value. As of December
      31, 1999 and 1998, the above amounts are net of an allowance for inventory
      obsolescence of $93,278. Inventory at December 31, 1999 and 1998, not
      expected to be sold within one year, is classified as a non-current asset.

4.    Commission Advances and Accrued Commissions

      Commission advances represent cash advances by the Company to several of
      its independent sales representatives, which are to be applied against
      future sales made by the representatives. These advances are non-interest
      bearing. See Note 6 for commission advances to related parties. Accrued
      commissions are generally paid upon receipt of accounts receivable.

5.    Fair Values of Financial Instruments

      As of December 31, 1999 and 1998, the fair value of cash equals its
      carrying value.

      The fair values of the Company's liabilities due to officer and former
      officer approximate carrying values.

                                      F-12

<PAGE>
                         DIAPULSE CORPORATION OF AMERICA

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 1999 AND 1998

6.    Related Party Transactions

      Due to Officer and Former Officer

      Due to officer (President) stockholder and former officer at December 31,
      1999 and 1998 consists of the following:

<TABLE>
<CAPTION>
                                                     Accrued           Accrued          Cash
                                                     Interest          Salaries         Advances         Total
                                                     --------          --------         --------         -----
<S>                                                <C>                 <C>              <C>            <C>
      December 31, 1999:
      Officer/Stockholder                          $  863,230          $779,386         $375,000       $2,017,616
      Former Officer                                  111,882            30,077               --          141,959
      (Deceased)                                   ----------          --------         --------       ----------

                                                   $  975,112          $809,463         $375,000       $2,159,575
      December 31, 1998:                           ==========          ========         ========       ==========
      Officer/Stockholder                          $  913,594          $679,386         $200,000       $1,792,980
      Former Officer                                   98,745            30,077               --          128,822
      (Deceased)                                   ----------          --------         --------       ----------
                                                   $1,012,339          $709,463         $200,000       $1,921,802
                                                   ==========          ========         ========       ==========
</TABLE>

            There are no formal agreements or written documentation with respect
      to the repayment of these amounts. For each of these years in the two-year
      period ended December 31, 1999, the President of the Company did not take
      any remuneration for the services he provided. The 1999 and 1998 expenses
      have been accrued in these Financial Statements.

      In 1999 the President of the Company agreed not to demand repayment of
      $1,917,616 of the above amounts due him prior to January 1, 2001. In 1998
      the President of the Company agreed not to demand repayment of $1,692,980
      prior to January 1, 2000 and, accordingly, such amounts have been
      classified as long-term liabilities.

      Accounts Payable and Accrued Liabilities

      Accounts payable and accrued liabilities as of December 31, 1999 and 1998
      included $203,862 and $223,592 (see Note 8), respectively, representing
      unpaid salaries and interest thereon, to a former officer and parties
      related to the President of the Company. Interest incurred for these
      individuals during 1999 and 1998 were $10,279 and $42,954, respectively.

                                      F-13

<PAGE>
                         DIAPULSE CORPORATION OF AMERICA

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 1999 AND 1998

6.    Related Party Transactions (Continued)

      Interest

      Interest is charged on all amounts due to officer and former officer and
      other related parties at the bank's current prime rate, plus one percent,
      compounded monthly.

      Due from Related Parties

      One of the Company's directors, who is a son of the President, previously
      served as an independent sales representative for the Company and is now
      employed by the Company as a full-time employee. In addition, another son
      of the President also serves as an independent sales representative for
      the Company. Commissions and consulting fees earned by these individuals
      during 1999 and 1998 were approximately $81,891 and $130,500,
      respectively.

      As of December 31, 1999 and 1998, the Company paid commission advances to
      these individuals in the amounts of $259,902 and $299,638 respectively.
      These advances are guaranteed by the President of the Company, who has
      agreed to subordinate repayment of amounts due to him to the extent of the
      advances.

7.    Property and Equipment

      Property and equipment, at cost, at December 31, 1999 and 1998 consisted
      of the following:

                                                         1999            1998
                                                         ----            ----
                  Rental equipment                    $ 81,749         $ 96,916
                  Autos                                 15,500           15,500
                  Furniture and fixtures                58,262           58,262
                  Machinery and equipment               10,019            7,875
                  Office equipment                      23,816           22,878
                  Computer equipment                     7,829            7,829
                                                      --------         --------
                     Total property and equipment      197,175          209,260

                  Less accumulated depreciation        181,762          174,485
                                                      --------         --------
                                                      $ 15,413         $ 34,775
                                                      ========         ========

                                      F-14

<PAGE>
                         DIAPULSE CORPORATION OF AMERICA

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 1999 AND 1998

8.    Accounts Payable and Accrued Liabilities

      Accounts payable and accrued liabilities at December 31, 1999 and 1998

                                                         1999             1998
                                                         ----             ----
      Accrued expenses and interest to related
              parties (see Note 6)                     $203,862        $223,590
      Accounts payable and other accrued liabilities     30,597          86,389
                                                       --------        --------
                                                       $234,459        $309,979
                                                       ========        ========
9.    Commitments

      The Company has a three year operating lease on its premises located in
      Great Neck, New York through December 31, 2001. The Company also leased
      office space located in California through September 30, 2000. Minimum
      rental payments under the terms of the leases for 1999 are listed below.

      Rent expense for the years ended December 31, 1999 and 1998 was
      approximately $114,091 and $111,500, respectively.

            Minimum rental payments are as follows:
            Year Ending
            -----------
            December 31, 2000                                     120,077
            December 31, 2001                                     121,686
                                                                 --------
            Total commitment                                     $241,763
                                                                 ========
10.    Income Taxes

      The annual provision for income taxes for the years ended December 31,
      1999 and 1998 consisted of the following:

                                                           1999         1998

      Computed Federal and State taxes                   ($41,652)   ($411,240)
      Income tax audit                                     10,000           --
                                                         --------    ---------
                                                         ($31,652)   ($411,240)
                                                         ========    =========

                                      F-15

<PAGE>
                         DIAPULSE CORPORATION OF AMERICA

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 1999 AND 1998

10.   Income Taxes (Continued)

      The reasons for the difference between the total tax provision and the
      amounts computed by applying the statutory Federal income tax rate to the
      (loss) before income taxes are as follows:


                                                        1999             1998
                                                        ----             ----
      Expected tax (benefit)                         ($114,932)       ($222,000)
      Income tax audit                                  10,000               --
      Deferred interest to officer and spouse           47,025           31,200
      State income tax (refund) net of Federal
            income tax benefit                                          (20,600)

      Deferred salary payable to officer                34,000           34,000
      Other                                              2,255            1,100
      Federal income tax refund                             --         (129,600)
      Net operating loss carryback                     (10,000)        (105,300)
                                                      --------         --------
                                                     ($ 31,652)       ($411,200)
                                                      ========         ========

      Deferred tax assets at December 31, 1999 and 1998 consisted of the
      following:

      Deferred tax assets:                              1999             1998
                                                        ----             ----
        Accrued salaries and interest                $   848,200    $   767,200
        Stock compensation - options                      68,000         68,000
        Other                                             19,000         19,000
        Net operating loss carryforward                  202,000        162,083
                                                     -----------    -----------
      Gross deferred tax assets                        1,137,200      1,016,283
      Deferred tax liabilities                                --             --
                                                     -----------    -----------
      Net deferred assets before valuation allowance   1,137,200      1,016,283
      Deferred tax assets valuation allowance         (1,137,200)   ( 1,016,283)
                                                     -----------    -----------
                                                     $    0         $    0
                                                     ===========    ===========

      The Company has provided a valuation allowance of 100% based on its prior
      experience of not the uncertainty of realizing such benefit in the future.

      The company has a net operating loss carry forward of approximately
      $600,000, approximately $500,000 of which will expire in 2018 and
      approximately $100,000 of which will expire in 2019.

                                      F-16

<PAGE>
                         DIAPULSE CORPORATION OF AMERICA

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 1999 AND 1998

11.   (Loss) Per Share

      The Company uses SFAS No. 128, "Earnings Per Share" ("EPS"). Loss per
      share is computed by dividing the loss by the weighted average number of
      common shares outstanding during the period.

                                         For The Year Ended 1999
                        ------------------------------------------------------
                        Income (Loss)            Shares              Per-Share
                        (Numerator)          (Denominator)            Amount
                         ---------             ---------              -----

      (Loss) Per Share   ($306,383)            3,960,730              ($.08)
                         =========             =========              =====



                                         For The Year Ended 1998
                        ------------------------------------------------------
                           (Loss)               Shares              Per-Share
                        (Numerator)          (Denominator)            Amount
                        ------------------------------------------------------

      (Loss) Per Share   ($242,324)            3,960,730              ($.06)
                         =========             =========              =====

      All options outstanding during 1999 and 1998 were anti-dilutive.

12.   Bank Line of Credit

      The Company has a line of credit with Fleet Bank for $200,000 due on
      demand. On December 31, 1998 the Company had an outstanding balance of
      $50,000 that was repaid on January 5, 1999. There was no balance due as of
      December 31, 1999. As of December 31, 1999 and 1998, the line bears
      interest at a rate of 1% above prime and 1.5% above prime respectively and
      the bank has a security interest in substantially all of the assets of the
      Company. The line is guaranteed by the President of the Company, who has
      agreed to subordinate $ 977,350 of his loans to the Company.

                                      F-17

<PAGE>
                         DIAPULSE CORPORATION OF AMERICA

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 1999 AND 1998

13.    Advertising and Promotions

       Advertising and promotion costs were approximately $4,600 and $9,500 in
       1999 and 1998, respectively.

14.    Stock Options

       On March 27, 1997, the Company granted to the President an option to
       purchase an aggregate of 1,000,000 shares of common stock of the Company
       at the purchase price of $.50 per share for one year from March 27, 1997,
       and if not exercised during that period, at $.625 per share from March
       27, 1998 for the balance of the term of the option. The expiration date
       of the option is March 27, 2002.

       On March 29, 1997, the Company entered into an equipment purchase and
       stock agreement ("the agreement") with an independent sales
       representative whereby the Company sold $1,200,000 of equipment and
       granted the representative a stock option to purchase 100,000 shares of
       the Company's common stock at $1.00 per share, 100,000 shares at $1.50
       per share, and 100,000 shares at $2.00 per share. These stock options
       must be exercised within 120 days after the market price of the stock is
       maintained for 30 days a a price of $5.00 per share for 100,000 shares,
       $6.00 share for the next 100,000 shares, and $7.00 a share for the final
       100,000 shares. The applicable rights are lost if the options are not
       exercised before 120 days after the above prices are maintained for 30
       days.

                                      F-18

<PAGE>
                         DIAPULSE CORPORATION OF AMERICA

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 1999 AND 1998

15.    Litigation

       The Company was involved as plaintiff in litigation filed in August 1994,
       alleging deceptive acts and practices, false advertising, unfair
       competition, breach of fiduciary duty under New York law and under
       Federal Law. The complaint demands damages in an unspecified amount for
       compensatory, punitive and treble damages, profits and attorneys' fees.
       The defendants answered in April 1997 and asserted counterclaims against
       the Company for alleged Federal Law violations, interference with
       contract, deceptive acts and unfair trade practices and trade
       disparagement. The counterclaims demand unspecified damages.

       In early 2000, the parties agreed to a settlement of the matter and a
       settlement agreement is in the process of being concluded and signed. The
       agreement provides for the payment of $50,000 to the Company. The
       agreement also provides for the defendants to refrain from engaging in
       certain marketing practices in the future and the dismissal, with
       prejudice, of all claims against the Company

       A former employee sued the Company in 1997 for certain unpaid deferred
       salary. The Company counterclaimed for breaches of contract and fiduciary
       duty relating to unauthorized purchases made by the plaintiff when he was
       an employee of the Company. The employee obtained summary judgment on his
       claim for deferred salary. The judgment amount was $120,475, including
       interest. The Company's counterclaims were severed and referred to the
       trial court for resolution. Thereafter, a settlement was reached in the
       sum of $95,000. The Company is to pay the former employee seven (7)
       installments of $13,571 every six months beginning in March 2000. The
       first payment has since been made.

       A former employee of the Company, who was terminated in May 1999, filed
       five small claim actions against the Company and other employees and an
       officer-shareholder of the Company. Each action seeks $3,000 in damages.
       The former employee's son also filed one small claim action for
       approximately $2,000 against the Company and an employee and an
       officer-shareholder of the Company. Most of the cases allege various
       employment contract and/or labor violations; some allege liability for
       property allegedly held or used by the Company. All actions were
       instituted after the employee was terminated from employment. It is the
       opinion of counsel that the actions filed by the former employee and his
       son are either meritless or frivolous.

       The Company also sued a former employee alleging that this former
       employee, without authorization, took trade secrets and other
       confidential information and documents relating to the Company. The
       lawsuit seeks to recover possession of the items allegedly taken by the
       former employee and to enjoin the former employee from distributing,
       sharing or selling the trade secrets and other confidential information.
       The former employee counterclaimed for malicious prosecution and seeks
       damages in the sum of $1,000,000.

                                      F-19



<PAGE>
                                   SIGNATURES

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


                                        DIAPULSE CORPORATION OF AMERICA
                                                   Registrant

                                        By: /s/ Jesse Ross
                                            -------------------------------
                                                Jesse Ross - President

Date: April, 2000

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

Name and Capacity                                         Date
-----------------                                         ----
/s/ Jesse Ross                                        March 31, 2000
----------------------------------
Name:  Jesse Ross
Title: President, Director and
       Chairman of the Board
       (Principal Executive Officer
       and Principal Financial and
       Accounting Officer)