FORM 10-KSB
                                   SECURITIES AND EXCHANGE COMMISSION

                                         Washington, D.C. 20549


(Mark One)

   X   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
------ 1934
       For the fiscal year ended:   December 31, 1998
                                    -----------------

------ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
       ACT OF 1934 (No Fee Required)

       For the transition period from_____________to______________ Commission
       file number: 33-34200

                             OMEGA DEVELOPMENT, INC.
                            -----------------------
                 (Name of small business issuer in its charter)

          Nevada                                          13-3476854
          ------                                      -------------------
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                        Identification No.)

8726 S. Florence Ave.
Tulsa, OK                                                  74137
------------------------------                             -----
(Address of principal executive offices)                 (Zip Code)

Issuer(s)telephone number: (918) 299-3212
                           --------------

--------------------------------------------------------------------------------
(Former name, former address or former fiscal year, if changed since last
report)

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

Securities registered under Section 12(g) of the Exchange Act: Common Stock, Par
Value, $.001

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

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation 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. [ X ]

State Issuer's revenues for its most recent fiscal year.  $ 0 .
                                                          ----

State the aggregate market value of the voting stock held by non-affiliates. The
Common Stock does not trade on any recognized stock exchange. It is estimated
that the value is $0.01 per share or less.

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date. 15,000,000 shares of common stock,
$.001 par value, as of February 1, 2000.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE

          TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT. YES      NO  X
                                                             ----    ----

<PAGE>

                                   FORM 10-KSB
                             OMEGA DEVELOPMENT, INC.
                                  ANNUAL REPORT
                                DECEMBER 31, 1998

                                Table of Contents

                                     PART I

                                                                Page
                                                                ----

Item 1.  Description of Business  . . . . . . . . . . . . . . . . 2

Item 2.  Description of Property  . . . . . . . . . . . . . . . . 3

Item 3.  Legal Proceedings  . . . . . . . . . . . . . . . . . . . 3

Item 4.  Submission of Matters to a Vote of
         Security Holders . . . . . . . . . . . . . . . . . . . . 3

                                     PART II

Item 5.  Market for Common Equity and Related
         Stockholder Matters. . . . . . . . . . . . . . . . . . . 4

Item 6.  Management's Discussion and Analysis or
         Plan of Operation. . . . . . . . . . . . . . . . . . . . 5

Item 7.  Financial Statements . . . . . . . . . . . . . . . . . . 6

Item 8.  Changes in and Disagreements with Accountants
         on Accounting and Financial Disclosure . . . . . . . . . 7

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and
         Control Persons, Compliance With Section 16(a)
         of the Exchange Act. . . . . . . . . . . . . . . . . . . 8

Item 10. Executive Compensation . . . . . . . . . . . . . . . . . 9

Item 11. Security Ownership of Certain Beneficial
         Owners and Management. . . . . . . . . . . . . . . . . . 9

Item 12. Certain Relationships and Related Transactions . . . . .10

Item 13. Exhibits and Reports on Form 8-K . . . . . . . . . . . .11


                                       (i)

<PAGE>

                             OMEGA DEVELOPMENT, INC.
                                  ANNUAL REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                                     PART I

Item 1.     Description of Business
-----------------------------------

General

Omega Development, Inc. ("Omega" or "the Company") was incorporated in the State
of Nevada on July 15, 1988 under the name of "Lewison Enterprises, Inc." Since
then the Company has experienced a series of business consolidations and
reorganizations, the most recent of which are discussed below. At present, the
Company has no ongoing business operations.

On September 27, 1996, the bank holding the mortgage on the only operating asset
of the Company, a general purpose office building (the "ABB Building") located
in Windsor, Connecticut, completed foreclosure proceedings on that building.
Since that time the Company has had no ongoing operations and minimal activity.

Plan of Operation
-----------------

The Company's business plan at December 31, 1998 is to seek to acquire or merge
with potential businesses that may, in the opinion of management, warrant the
Company's involvement. The Company recognizes that as a result of its limited
financial, managerial or other resources, the number of suitable potential
businesses that may be available to it will be extremely limited. The Company's
principal business objective will be to seek long-term growth potential in the
business in which it participates rather than immediate, short-term earnings. As
of December 2, 1997, the Company entered into a Stock Exchange Agreement and
Plan of Reorganization (the "Agreement") to acquire Heater Specialists, Inc. and
Primenergy, Inc., however, the Agreement was subsequently terminated on August
6, 1998. See footnote 7, Merger Activity, to the Financial Statements following
on page F-8.

The Company has entered into an Agreement and Plan of Reorganization dated as of
January 31, 2000, with BBJ Environmental Solutions, Inc. ("BBJ") and certain
stockholders of BBJ. The agreement contemplates that the Company will acquire
all of the outstanding capital stock of BBJ in exchange for that number of
shares of common stock of the Company that will cause the BBJ shareholders to
own in the aggregate approximately 83% of the outstanding common stock of the
Company. It is contemplated that this will be accomplished through a combination
of common stock issuances by the Company, a reverse stock split of the Company's
outstanding common stock and the return of outstanding shares of the Company's
common stock to the treasury. BBJ develops, manufactures and markets indoor
environmental solutions with products and devices that control

                                       2
<PAGE>

contamination and air pollution in heating, ventilation and air-conditioning
systems of homes, offices, health care facilities, food processing plants,
schools and public buildings. Completion of the transaction with BBJ is subject
to several conditions, including completion of a one-for-three reverse stock
split.

Employees
---------

As of December 31, 1998, the Company employed 1 person.

Item 2.     Description of Property
-----------------------------------

As of December 31, 1998, the Company neither owned nor leased any property.

Item 3.     Legal Proceedings
-----------------------------

None.



Item 4.     Submission of Matters to a Vote of Security Holders
---------------------------------------------------------------

There were no matters submitted to the Company's stockholders during the fourth
quarter of the fiscal year ended December 31, 1998.


                                       3
<PAGE>

                                     PART II

Item 5.     Market for Common Equity and Related Stockholder Matters
--------------------------------------------------------------------

To date there has been no significant public market for the Company's Common
Stock. In light of the Company's lack of business operations or properties as of
December 31, 1998, it is unlikely its Common Stock had any value other than a
nominal value. Of the 15,000,000 shares of the Company's common stock presently
outstanding, approximately 14,252,130 shares or 95.0% are "restricted
securities," as the SEC's rules and regulations define such term. The holders of
these restricted shares may not sell them in the public market unless they are
first registered for sale under the Act, or are sold in compliance with Rule 144
under the Act. The holders of approximately 8,784,564 shares are "affiliates,"
as defined by the Act (See "Item 11. - Security Ownership of Certain Beneficial
Owners and Management," following).

In connection with the acquisition of HPA in 1995, the selling stockholders
received demand and "piggyback" registration rights for the Common Stock
exchanged and for the Common Stock into which the Series C Preferred Stock was
converted. Additionally, under the terms of a private offering under which
209,000 shares of Common Stock were sold, the investors were granted
registration rights within six months after the closing date of the offering.

As described above, approximately 14,252,130 shares of the Company's Common
Stock which are currently outstanding are "restricted" securities, as Rule 144
promulgated under the Act defines that term. In the future, the holders of these
shares may sell them in compliance with Rule 144. Generally under Rule 144, a
person holding restricted securities for a period of at least one year may, if
there is adequate public information available concerning the Company, every
three months sell in ordinary brokerage transactions or transactions with a
market maker an amount equal to the greater of (i) 1% of the Company's then
outstanding stock, or (ii) the average weekly volume of sales during the four
calendar weeks preceding the sale. After two years have elapsed, a person who is
not an affiliate of the Company may sell an unlimited amount of the restricted
securities. Under Rule 144, however, affiliates of the Company are subject to
these volume limitations as long as they are affiliated with the Company and for
a period of at least three months after their affiliation ends, regardless of
the length of the holding period. Sales under Rule 144 may, in the future, tend
to depress the market price of the Company's securities should a public market
develop.

At February 1, 2000, there were approximately 571 record holders of the
Company's Common Stock. The Company has not paid any cash dividends on shares of
its Common Stock since its inception and currently intends to retain earnings in
the future for the Company's operations and expansion of its business.


                                       4
<PAGE>

Item 6. Managements' Discussion and Analysis or Plan of Operation
-----------------------------------------------------------------

                                PLAN OF OPERATION
                                -----------------

The Company's business plan at December 31, 1998 is to seek to acquire or merge
with potential businesses that may, in the opinion of management, warrant the
Company's involvement. The Company recognizes that as a result of its limited
financial, managerial or other resources, the number of suitable potential
businesses that may be available to it will be extremely limited. The Company's
principal business objective will be to seek long-term growth potential in the
business in which it participates rather than immediate, short-term earnings. In
seeking to attain its business objectives, the Company will not restrict its
search to any particular industry. As of December 2, 1997, the Company entered
into a Stock Exchange Agreement and Plan of Reorganization (the "Agreement") to
acquire Heater Specialists, Inc. and Primenergy, Inc., however, the Agreement
was subsequently terminated on August 6, 1998. See footnote 7, Merger Activity,
to the Financial Statements following on page F-8.

Since the loss of the ABB Building through foreclosure (See Item 1, Description
of Business, above), the Company has had no ongoing operations and minimal
activity.

At present, the Company has only one employee, no office and the on going
general and administrative expenses are minimal. During 1996, the Company had a
significant working capital deficit and suffered a severe cash flow problem. The
Company has relied on equity contributions from a stockholder, small equity
placements under a private placement memorandum and loans from Directors and a
private investor to fund its current overhead. The principal shareholder of the
Company made capital contributions of $38,519 in 1998 and $18,920 in 1997 to pay
certain liabilities of the Company. The principal stockholder of the Company has
agreed to fund the operations of the Company in sufficient amounts for the
Company to meet its recorded obligations at December 31, 1998, and its continued
operations as a going concern.

In December 1996, management reached an agreement with many of its creditors and
the holders of the Preferred Stock whereby they would convert their respective
liabilities and Preferred Stock to shares of the Company's Common Stock. In
total, $1,061,666 of accounts payables and accrued liabilities were converted to
3,132,583 shares of Common Stock. The Preferred Stock was converted into 666,667
shares of Common Stock in accordance with a previous agreement.

The Company has entered into an Agreement and Plan of Reorganization dated as of
January 31, 2000, with BBJ Environmental Solutions, Inc. ("BBJ") and certain
stockholders of BBJ. The agreement contemplates that the Company will acquire
all of the outstanding capital stock of BBJ in exchange for that number of
shares of common stock of the Company that will cause the BBJ shareholders to
own in the aggregate approximately 83% of the outstanding common stock of the
Company. It is contemplated that this will be accomplished through a combination
of common stock issuances by


                                       5
<PAGE>

the Company, a reverse stock split of the Company's outstanding common stock and
the return of outstanding shares of the Company's common stock to the treasury.
BBJ develops, manufactures and markets indoor environmental solutions with
products and devices that control contamination and air pollution in heating,
ventilation and air-conditioning systems of homes, offices, health care
facilities, food processing plants, schools and public buildings. Completion of
the transaction with BBJ is subject to several conditions, including completion
of a one-for-three reverse stock split.

               RESULTS OF OPERATIONS - FISCAL 1998 VS. FISCAL 1997
               ---------------------------------------------------

The net loss for the year ended December 31, 1998 was $41,012 compared to a net
loss of $32,148 for the year ended December 31, 1997. Generally, the increased
net loss for the current year is attributable to an increase in the merger
activity of the Company during fiscal 1998 and resulting increases in legal and
accounting expenses.

General and administrative expenses increased approximately $5,270 (20%) in the
current year as compared to the prior year. The increase is primarily due to an
increase in the merger activity of the Company during fiscal 1998 and resulting
increases in legal and accounting expenses.

Depreciation and amortization expenses increased approximately $3,594 (66%) in
1998 as compared to 1997. This increase is primarily attributable to
accelerating the depreciation of the fixed assets somewhat due to the expected
lives of the assets.

No income tax expense or benefit has been recorded for 1998, as a valuation
allowance has been provided for the tax effects of the entire net operating loss
carry forwards and other net deductible temporary differences.

Some of the information in this report constitutes "forward looking" statements
under the Private Securities Litigation Reform Act of 1995. Although Omega
believes its expectations are based on reasonable assumptions within the bounds
of its knowledge of its businesses, there is no assurance these transactions and
financial goals will be achieved. Factors that could cause actual results to
differ from those in forward looking statements, or used as a basis for forward
looking statements, include the success in the Company's plan to acquire or
merge with potential businesses and the success of those businesses.

Item 7. Financial Statements
----------------------------

The information required by this Item begins at page F-1 following page 14
hereof.

                                       6
<PAGE>

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

At a meeting held on February 1, 2000, the Board of Directors of the Company
approved the engagement of Henderson Sutton & Co., P.C. as its independent
auditors for the fiscal year ending December 31, 1998, to replace the firm of
Ernst & Young LLP, who were dismissed as auditors of the Company effective
August 15, 1998.

The reports of Ernst & Young LLP on the Company's financial statements for 1997
did not contain an adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope, or accounting principles.

In connection with the audit of the Company's financial statements for the year
ended December 31, 1997, and in the subsequent interim period, there were no
disagreements with Ernst & Young LLP on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope and procedures
which, if not resolved to the satisfaction of Ernst & Young LLP would have
caused Ernst & Young LLP to make reference to the matter in their report.


                                       7
<PAGE>

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons, Compliance
--------------------------------------------------------------------------------
with Section 16(a) of the Exchange Act
--------------------------------------

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of the Company are as follows. The Company
expects that these persons will serve in these offices until the next annual
meeting or until their respective successors are elected and qualified:

<TABLE>
<CAPTION>
    Name                              Age                      Position
--------------------                -------          -----------------------------
<S>                                   <C>             <C>
A. Paul Shapansky.                    49              Chairman of the Board, President
                                                         and Chief Executive Officer and
                                                         Principal Financial Officer

Herbert Maxwell                       79              Director

</TABLE>

A. Paul Shapansky. Mr. Shapansky joined the Company in January 1994 as Chief
Operating Officer and was appointed Chairman, President and Chief Executive
Officer in December 1994 in connection with the 1994 Reorganization. He has
served as a financial consultant to the Company through his investment banking
firm, A.G. Group Inc., since March 1993 and was responsible for the combination
with Lewison Enterprises, Inc. and Omega Development Corp. in July 1993,
arranging new funding for the Company's operations and the 1994 Reorganization
in December 1994. Mr. Shapansky has been President and owner of A.G. Group Inc.,
an investment banking firm, since 1988. He is currently the Chief Financial
Officer for eHDL, Inc., a health care services company located in south Florida.
From September 1996 to September 1997, Mr. Shapansky was a Financial Advisor for
Prudential Securities, Inc. Mr. Shapansky has a Bachelor of Commerce (Honours)
degree in Actuarial Mathematics and Finance, from the University of Manitoba in
Winnipeg, Canada.

Herbert Maxwell. Mr. Maxwell has been a director of the Company since December
1994. He has been self-employed as a crisis management consultant and investor
for over 20 years. Mr. Maxwell resides in the Manhattan district of New York
City and also serves as President and a director for Zachary Ventures, Inc. and
is a director on numerous other private companies.


                                       8
<PAGE>

The Company's directors are elected for one year terms and hold office until
their successors are elected. The number of directors serving on the Board is
two. The Company's officers are elected annually by the Board of Directors.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's directors and executive officers, and persons who own more than ten
percent of the Company's common stock, to report their initial ownership of the
common stock and any subsequent changes in that ownership to the SEC and to
furnish the Company with a copy of each such report. SEC regulations impose
specific due dates for such reports, and the Company is required to disclose any
failure to file by these dates.

To the Company's knowledge, during and with respect to fiscal 1997, all Section
16(a) filing requirements applicable to its officers, directors and more than
ten percent stockholders were complied with.

Item 10. Executive Compensation
-------------------------------

No executive officer of Omega received compensation in excess of $100,000 during
1998.

Compensation Of Directors
-------------------------

Directors receive no additional compensation for service on the Board of
Directors or any committee thereof. All Directors are reimbursed by the Company
for out-of-pocket expenses incurred by them in connection with their service on
the Board of Directors and any committee thereof.

Item 11. Security Ownership of Certain Beneficial Owners and Management
-----------------------------------------------------------------------

Principal Shareholders - Common Stock
-------------------------------------

The following table shows the number of shares of Common Stock of the Company
beneficially owned, as of February 1, 2000, by (i) the persons known to the
Company to be the beneficial owners of more than five percent (5%) of the
outstanding shares, (ii) each of the directors of the Company, (iii) the
Company's Chief Executive Officer, and (iv) by all executive officers and
directors of the Company as a group, as follows:


                                       9
<PAGE>


Name and Address of                Number of Shares              Percentage  of
Beneficial Owner                  Beneficially Owned          Outstanding Shares
----------------                  ------------------          ------------------

A. Paul Shapansky                   7,352,429 (1)                      49.0%
8726 S. Florence Ave.
Tulsa, OK  74137

Herbert Maxwell                     1,432,135                           9.6%
1501 Broadway
Suite 1807
New York, NY  10036

Dennis W. Rendflesh                 1,675,141 (2)                      11.2%
508 Whiston Pl.
Edmonton, Alberta
Canada T6M2C6

RAS Investment Banking Group        1,600,000                          10.7%
2 Broadway
New York, NY  10004-2801

All Executive Officers and          8,784,564                          58.6%
 Directors as a group (2 persons)

          (1)  Of these shares, 1,830,000 shares are held by Omega Investors LLC
               No. 1, of which Mr. Shapansky is the Manager and Controlling
               Member, 1,000,000 shares are held in trust by Mr. Shapansky's
               wife and 200,000 shares are held in trust for Mr. Shapansky's
               minor children.

          (2)  Of these shares, 200,000 shares are held in trust by Mr.
               Rendflesh's wife and 30,000 shares are held in trust for Mr.
               Rendflesh's minor children.

In the event the transaction with BBJ Environmental, described above, is
consummated, the persons listed above will as a group own less than 10% of the
outstanding common Stock of the Company.

Item 12. Certain Relationships and Related Transactions
-------------------------------------------------------

Herbert Maxwell, a director of the Company, was issued 10,000 shares in March
1996 in connection with a working capital loan. Mr. Maxwell also received 90,466
shares in December 1996 in connection with the conversion of liabilities to
Common Stock. A. Paul Shapansky was issued 1,056,146 shares in December 1996 in
connection with the conversion of liabilities to Common Stock. Mr. Shapansky
contributed $38,519 to the Company in 1998 and $18,920 in 1997 to pay certain
liabilities of the Company. In December 1996, a subsidiary of the company, Home
Partners of America, Inc., was sold to the principal shareholder of the Company
(Mr. Shapansky) for a nominal amount.

                                       10
<PAGE>

Item 13.     Exhibits and Reports on Form 8-K

(a)      Exhibits

         The following documents are included as exhibits to this Form 10-KSB.
         Those exhibits below incorporated by reference herein are indicated as
         such by the information supplied in the parenthetical thereafter. If no
         parenthetical appears after an exhibit, such exhibit is filed herewith.

Exhibits
--------

2.1      Agreement and Plan of Reorganization by and between Lewison
         Enterprises, Inc., Omega Development Corp. and the shareholders of
         Omega Development Corp. dated July 13, 1993 (Filed as Exhibit 2.1 to
         the Form 8-K dated July 23, 1993, previously filed with the Commission,
         File No. 33-34200).

2.2      Plan and Agreement of Reorganization by and among Omega Development
         Inc., Omega Development Corporation, P. Thomas Mann, Peter Allen
         Dysert, the Peter Allen Dysert Trust UTI dated July 13, 1983, Kirby J.
         Bourgeois, Toklan Oil & Gas Corporation, Stephen M. King Properties,
         Inc., A. Paul Shapansky and Omega Investors L.L.C. No. 1 consummated on
         December 22, 1994 (Filed as Exhibit 2.1 to the Form 8-K dated December
         22, 1994, previously filed with the Commission, File No. 33-34200).

2.3      Stock Purchase/Exchange Agreement by and among Home Partners of
         America, Inc., RAS Investment Banking Group, J. Tabs Investment and
         Michael Coleman and Omega Development, Inc. dated June 2, 1995 (Filed
         as Exhibit 2.1 to the Form 8-K dated June 21, 1995, previously filed
         with the Commission, File No. 33-34200).

2.4      Stock Exchange Agreement and Plan of Reorganization by and between
         Omega Development, Inc. And the shareholders of Heater Specialists,
         Inc. and Primenergy, Inc. dated December 2, 1997.

3.1      (a)      Articles of Incorporation of Lewison Enterprises, Inc. filed
                  with the Secretary of State of Nevada July 14, 1988
                  (incorporated by reference to Registration Statement on Form
                  S-1, File Number 33-34200, of Lewison Enterprises, Inc.);

         (b)      Amendment to Articles of Incorporation of the Company, as
                  filed with the Secretary of State of Nevada on September 22,
                  1989 (incorporated by reference to Form 10-K of the Company
                  [then known as The Postal Group, Inc.] for year ended December
                  31, 1989);

                                       11
<PAGE>

         (c)       Amendment to Articles of Incorporation of the Company filed
                   with the Secretary of State of Nevada on October 27, 1992
                   (incorporated by reference to Form 10-KSB of the Company for
                   the year ended December 31, 1992);

         (d)       Amendment to Articles of Incorporation of the Company filed
                   with the Secretary of State of Nevada on January 19, 1994
                   (incorporated by reference to Form 10-KSB of the Company for
                   the year ended December 31, 1993).

3.2      Bylaws of the Company (incorporated by reference to Registration
         Statement on Form S-1, File Number 33-34200, previously filed with the
         Commission).

4.1      Specimen Form of Certificate for Common Stock (incorporated by
         reference to Registration Statement of Form S-1, File Number 33-34200,
         previously filed with the Commission).

4.2      Board of Directors Action dated November 8, 1993, designating
         preferences of Class B Preferred Stock, pursuant to authority in
         Certificate of Amendment of Exhibit 3.1(c) above (incorporated by
         reference to Form 10-KSB of the Company for the year ended December 31,
         1993).

4.3      Specimen Form of Certificate for Preferred Stock (incorporated by
         reference to Form 10-KSB of the Company for the year ended December 31,
         1993).

4.4      Certificate of Designation of Series C Convertible Preferred Stock
         filed June 7, 1995 (incorporated by reference to Form 10-KSB of the
         Company for the year ended December 31, 1995).

10.1     Agreement and plan of Reorganization dated June 15, 1989 among the
         Company, Mail-it-Quik, Inc., and the shareholders of Mail-it-Quik, Inc.
         (incorporated by reference to Form 8-K dated June 30, 1989).

10.2     Rescission and revocation of Agreement and Plan of Reorganization
         (incorporated by reference to Form 8-K dated December 31, 1990).

10.3     Agreement and Plan of Reorganization by and between Lewison
         Enterprises, Inc., Omega Development Corp. and the shareholders of
         Omega Development Corp. dated July 13, 1993 (incorporated by reference
         to Form 8-K dated July 23, 1993).

10.4     HPA Stock Purchase Agreement by and between Omega Development, Inc. and
         Omega Investors LLC #1, effective December 15, 1996 (incorporated by
         reference to Form 10-KSB of the Company for the year ended December 31,
         1996).

                                       12
<PAGE>

10.5     Agreement and Plan of Reorganization dated January 31, 2000, by and
         among the Company, BBJ Environmental Solutions, Inc. and the
         Stockholders of BBJ Environmental.

16.1     Letter dated August 17, 1995, issued by Arthur Andersen LLP addressing
         Registrant disclosures in Form 8-K reporting a change in auditors
         (Filed as Exhibit 1 to the Form 8-K dated August 15, 1995, previously
         filed with the Commission, File No. 33-34200).

         (b)      Reports on Form 8-K

                  There were no reports on Form 8-K filed with the Securities
                  and Exchange Commission during the last quarter of fiscal
                  1998.


                                       13
<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                            OMEGA DEVELOPMENT, INC.

Date: February 29,2000                      By: /s/ A. Paul Shapansky
                                                --------------------------
                                            A. Paul Shapansky
                                            Chairman of the Board, President
                                            and Chief Executive Officer and
                                            Principal Financial Officer

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 on the
dates indicated:

<TABLE>
<CAPTION>
     Signature                     Title                                   Date
     ---------                     -----                                   ----
<S>                             <C>                                     <C>
/s/ A. Paul Shapansky          Chairman of the Board,                February 29,2000
---------------------          President and Chief
A. Paul Shapansky              Executive Officer and
                               Principal Financial Officer

/s/ Herbert Maxwell            Director                              February 29,2000
--------------------
Herbert Maxwell

/s/ James R. Flaherty          Chief Accounting Officer              February 29,2000
----------------------         and Secretary
James R. Flaherty

</TABLE>

                                       14
<PAGE>

                    OMEGA DEVELOPMENT, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                        AS OF DECEMBER 31, 1998 AND 1997

                  WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders of Omega Development, Inc.:


We have audited the accompanying consolidated balance sheet of Omega
Development, Inc. and subsidiaries as of December 31, 1998 and the related
statements of operations and accumulated deficit, changes in stockholders'
deficit and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit. The financial
statements of Omega Development, Inc. for the year ended December 31, 1997 were
audited by other auditors, whose report, dated February 25, 1998, expressed an
unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosure 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 Omega Development, Inc. and
subsidiaries as of December 31, 1998, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.

HENDERSON SUTTON & CO., P.C.



Tulsa, Oklahoma
February 22, 2000


<PAGE>

                    OMEGA DEVELOPMENT, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                             ASSETS                                December 31,
                                                                        1998
                                                                    -----------

CURRENT ASSETS                                                      $         0



OFFICE AND OTHER EQUIPMENT, net of accumulated
  depreciation of $27,577 in 1998                                        12,131
                                                                    -----------

TOTAL ASSETS                                                        $    12,131
                                                                    ===========

              LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable and accrued liabilities                          $    42,045

COMMITMENTS AND CONTINGENCIES (Note 5)                                     --

STOCKHOLDERS' DEFICIT:
  Common stock, $.001 par value; 25,000,000 shares authorized;
    15,000,000 shares issued and outstanding                             15,000
  Additional paid in capital                                          4,642,653
  Accumulated deficit                                                (4,687,567)
                                                                    -----------
      Total stockholders' deficit                                       (29,914)
                                                                    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                         $    12,131
                                                                    ===========

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

                                       F-2
<PAGE>

                    OMEGA DEVELOPMENT, INC. AND SUBSIDIARIES

          CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT

                                                           December 31,
                                                       1998            1997
                                                   ------------    ------------
REVENUES:
  Total revenues                                   $          0    $          0

EXPENSES:

  General and administrative                             31,946          26,676
  Depreciation and amortization                           9,066           5,472
                                                   ------------    ------------
    Total operating expenses                             41,012          32,148
                                                   ------------    ------------

NET LOSS                                                (41,012)        (32,148)

ACCUMULATED DEFICIT, beginning of period             (4,646,555)     (4,614,407)
                                                   ------------    ------------

ACCUMULATED DEFICIT, end of period                 ($ 4,687,567)   ($ 4,646,555)
                                                   ============    ============

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE:
   Net loss per common share                       $       0.00    $       0.00
                                                   ============    ============


WEIGHTED AVERAGE SHARES OUTSTANDING                  15,000,000      15,000,000
                                                   ============    ============

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

                                       F-3
<PAGE>

                    OMEGA DEVELOPMENT, INC. AND SUBSIDIARIES

                  STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
<TABLE>
<CAPTION>
                                                       Common          Common        Additional
                                                       Shares           Stock         Paid-In        Accumulated
                                                     Outstanding      Par Value       Capital          Deficit
                                                   ------------------------------------------------------------------
<S>               <C> <C>                               <C>                <C>         <C>               <C>
BALANCE, DECEMBER 31, 1996                              15,000,000         $15,000     $4,585,214        ($4,614,407)
   Capital contribution by principal
      shareholder                                               --              --         18,920                 --
   Net loss for the period                                      --              --             --            (32,148)
                                                   ------------------------------------------------------------------
BALANCE, DECEMBER 31, 1997                              15,000,000          15,000      4,604,134         (4,646,555)

   Capital contribution by principal
      shareholder                                               --              --         38,519                 --
   Net loss for the period                                      --              --             --            (41,012)
                                                   ------------------------------------------------------------------

BALANCE, DECEMBER 31, 1998                              15,000,000         $15,000     $4,642,653        ($4,687,567)
                                                   ==================================================================
</TABLE>

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

                                       F-4
<PAGE>

                    OMEGA DEVELOPMENT, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                             December 31,
                                                                                                    1998                     1997
                                                                                                 -----------              ----------
<S>                                                                                               <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                                        ($41,012)                ($32,148)
  Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities:
      Depreciation and amortization                                                                  9,066                    5,472
      Changes in assets and liabilities:
        Prepaid expenses                                                                               492                    5,130
        Accounts payable and accrued liabilities                                                    (7,065)                   2,506
                                                                                                  --------                 --------
        Total adjustments                                                                            2,493                   13,108
                                                                                                  --------                 --------

        Net cash used in operating activities                                                      (38,519)                 (19,040)

CASH FLOWS FROM INVESTING ACTIVITIES:                                                                    0                        0

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds received from capital contribution                                                       38,519                   18,920
                                                                                                  --------                 --------

NET INCREASE (DECREASE) IN CASH                                                                          0                     (120)

CASH, beginning of period                                                                                0                      120
                                                                                                  --------                 --------

CASH, end of period                                                                               $      0                 $      0
                                                                                                  ========                 ========


Cash paid during the period for interest                                                          $      0                 $      0
                                                                                                  ========                 ========
</TABLE>

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

                                       F-5
<PAGE>

                    OMEGA DEVELOPMENT, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1998

1.  ORGANIZATION AND DESCRIPTION OF BUSINESS
--------------------------------------------

Organization
------------

Omega Development, Inc. ("Omega" or "the Company") was incorporated in the State
of Nevada on July 15, 1988 under the name of "Lewison Enterprises, Inc." Since
then the Company has experienced a series of business consolidations and
reorganizations, the most recent of which are discussed below.

On September 27, 1996, the bank holding the mortgage on the Company's sole
operating asset, the ABB Building, a 142,000 square foot general purpose office
building, located in Windsor, Connecticut, a suburb of Hartford completed
foreclosure proceedings on the building.

Since the foreclosure of the ABB Building , the Company ceased all operations
and currently has one employee. Omega's current business plan is to seek to
acquire or merge with potential businesses that may, in the opinion of
management, warrant the Company's involvement. The Company recognizes that as a
result of its limited financial, managerial or other resources, the number of
suitable potential businesses that may be available to it will be extremely
limited. The Company's principal business objective will be to seek long-term
growth potential in the business in which it participates rather than immediate,
short-term earnings. As of December 2, 1997, the Company entered into a Stock
Exchange Agreement and Plan of Reorganization (the "Agreement") to merge with
Heater Specialists, Inc. and Primenergy, Inc., however, the Agreement was
subsequently terminated on August 6, 1998. See footnote 7, Merger Activity.

The principal stockholder of the Company has agreed to fund the operations of
the Company in sufficient amounts for the Company to meet its recorded
obligations at December 31, 1998, and its continued operations as a going
concern.

                                       F-6
<PAGE>

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------

Consolidation
-------------

The Company's consolidated financial statements at December 31, 1998 include the
accounts of Omega and its wholly owned subsidiary, Omega Capital Corp. All
intercompany transactions have been eliminated.

Depreciation and Amortization
-----------------------------

Depreciation is recorded using the straight-line method over the estimated
useful lives of the office equipment.

Income Taxes
------------

Income taxes are accounted for in accordance with Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes (SFAS 109). Deferred
taxes are determined based on the estimated future tax effects of differences
between the financial statements and tax basis of assets and liabilities and of
net operating loss carry forwards ("NOL"). SFAS 109 requires that the tax
benefit of such NOLs be recorded as an asset to the extent that management
concludes the realization of the NOLs is "more likely than not."

Earnings per Share
------------------

In 1997, the Financial Accounting Standards Board issued statement No. 128,
Earnings per Share. Statement 128 replaced the calculation of primary and fully
diluted earnings per share with basic and diluted earnings per share. Unlike
primary earnings per share, basic earnings per share excludes any dilutive
effects of options, warrants and convertible securities. Diluted earnings per
share is very similar to the previously reported fully diluted earnings per
share. All earnings per share amounts for all periods have been presented, and
where appropriate, restated to conform to the Statement 128 requirements.

Use of Estimates in the Preparation of Financial Statements
-----------------------------------------------------------

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

                                       F-7
<PAGE>

3.  STOCKHOLDERS' EQUITY
------------------------

The principal shareholder of the Company has agreed to fund the operations of
the Company to meet its recorded obligations at December 31, 1998, and its
continued operations as a going concern. The principal stockholder of the
Company contributed $38,519 in 1998 and $18,920 in 1997 to pay for certain
liabilities of the Company.

4. INCOME TAXES
---------------

The Company had certain federal income tax net operating loss carry forwards
(NOLs) at December 31, 1998. SFAS 109 requires that the tax benefit of such NOLs
be recorded as an asset to the extent that management concludes the realization
of the NOLs is "more likely than not." Realization of the future tax benefits is
dependent on the Company's ability to generate taxable income within the carry
forward periods. Management has concluded that, using the criteria of SFAS 109,
a valuation allowance should be provided for the entire balance of the net
deferred tax asset.

5.  COMMITMENTS AND CONTINGENCIES
---------------------------------

At December 31, 1998, no lease commitments existed.

6.  STATEMENT OF CASH FLOWS
---------------------------

For purposes of reporting cash flows, cash includes cash and money market
accounts that are due on demand. No cash payments for income taxes were made in
1998 or 1997.

7.  MERGER ACTIVITY
-------------------

On April 15, 1998, the Company executed an Agreement and Plan of Merger (the
"Agreement"), which was entered into as of December 2, 1997, by and among the
Company, Heater Specialists, Inc. ("HSI") and Primenergy, Inc. The Agreement to
merge the companies was conditioned upon Omega raising new equity of not less
then $3,000,000 on or before May 31, 1998, subject to extension by mutual
agreement. Omega was unable to provide the new equity in accordance with the
terms of the Agreement and the Agreement was terminated on August 6, 1998.

The Company has entered into an Agreement and Plan of Reorganization dated as of
January 31, 2000, with BBJ Environmental Solutions, Inc. ("BBJ") and certain
stockholders of BBJ. The agreement contemplates that the Company will acquire
all of the outstanding capital stock of BBJ

                                       F-8

<PAGE>

in exchange for that number of shares of common stock of the Company that will
cause the BBJ shareholders to own in the aggregate approximately 83% of the
outstanding common stock of the Company. It is contemplated that this will be
accomplished through a combination of common stock issuances by the Company, a
reverse stock split of the Company's outstanding common stock and the return of
outstanding shares of the Company's common stock to the treasury. BBJ develops,
manufactures and markets indoor environmental solutions with products and
devices that control contamination and air pollution in heating, ventilation and
air-conditioning systems of homes, offices, health care facilities, food
processing plants, schools and public buildings. Completion of the transaction
with BBJ is subject to several conditions, including completion of a
one-for-three reverse stock split.

                                       F-9