UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[xx] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2000

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO _______


                        Commission file Number: 000-26931

                             SOLID MANAGEMENT CORP.
                 (Name of small business issuer in its charter)

                                     Nevada
         (State or other jurisdiction of incorporation or organization)

                                   98-0204702
                     (I.R.S. Employer Identification Number)

                               2779 Lake City Way
                            Burnaby, British Columbia
                                     V5A 2A6
                    (Address of principal executive offices)

                                  (604)415-0444
                           (Issuer's telephone number)

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

Securities registered under Section 12(g) of the Exchange Act:

<TABLE>
<S>                                          <C>
Title of Each Class                            Name of Each Exchange on which Registered
-------------------                            -----------------------------------------

Common Stock, $0.0001 par value                Not yet listed or quoted

</TABLE>

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 (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. [X] Yes [ ] No

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 Issuer'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. [ ]


<PAGE>

                                       2


The Issuer's revenues for its most recent fiscal year were $0.00.

As of March 31,  2000,  there were 500,000  shares of the Issuer's  common stock
issued and outstanding and the aggregate  market value of such common stock held
by non-affiliates (196,000 shares) was approximately $Nil as the Issuer's shares
are not yet traded on a public market.

Transitional Small Business Disclosure Format (Check one):  Yes ____; No __X__

                                     PART I
                                    BUSINESS

Item 1 - Description of Business

Solid Management Corp. (referred to as "us," "we" or "our"), was incorporated on
July 18,  1997  under the laws of the  State of  Nevada to engage in any  lawful
corporate  purpose.  Other than  issuing  shares to our  shareholders,  we never
commenced any other operational activities. We can be defined as a "blank check"
company, whose sole purpose at this time is to locate and consummate a merger or
acquisition with a private entity.

The proposed business activities  classifies us as a "blank check" company.  The
Securities and Exchange  Commission  defines these companies as "any development
stage  company  that is issuing a penny  stock  (within the meaning of section 3
(a)(51)  of the  Securities  Exchange  Act of 1934)  and  that  has no  specific
business plan or purpose,  or has  indicated  that its business plan is to merge
with an unidentified  company or companies." Many states have enacted  statutes,
rules and regulations limiting the sale of securities of "blank check" companies
in their respective  jurisdictions.  Management does not intend to undertake any
efforts to cause a market to develop in our  securities,  either debt or equity,
until we have  successfully  implemented  our business  plan. We comply with the
periodic reporting requirements of the Securities Exchange Act of 1934.

Item 2 - Description of Property

The Issuer  operates  from its offices at 2779 Lake City Way,  Burnaby,  British
Columbia,  V5A 2A6, Canada. Space is provided to the Issuer on a rent free basis
by Mrs. Andrea Carley, a director of the Issuer, and it is anticipated that this
arrangement   will  remain  until  we   successfully   consummate  a  merger  or
acquisition.  Management  believes  that this  space will meet our needs for the
foreseeable future. The Issuer owns no real property.

Item 3 - Legal Proceedings

The Issuer is not a party to any pending or threatened legal proceedings.

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

No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of the fiscal year-ended March 31, 2000.


<PAGE>


                                       3


                                     PART II

Item 5 - Market for Common Equity and Related Stockholder Matters

         (A)      Market Information

                  No public market currently exists for the Issuer's shares.

         (B)      Stockholders

                  The Issuer has 10 holders of record of its common shares.

                  No dividends have been declared on the Issuer's common shares.
                  There  are no  restrictions  that  limit  the  ability  to pay
                  dividends on the Issuer's common shares.

Item 6 - Plan of Operation

(A)      PLAN OF OPERATION

We seek to acquire  assets or shares of a business that generates  revenues,  in
exchange for its  securities.  We have not  identified a particular  acquisition
target and have not entered into any negotiations regarding an acquisition. None
of  our  officers,  directors,  promoters  or  affiliates  have  engaged  in any
preliminary  contact or discussions with any representative of any other company
regarding the  possibility of an acquisition or merger with us as of the date of
this filing.

Depending  upon  the  nature  of  the  relevant  business  opportunity  and  the
applicable  state statutes  governing how the  transaction  is  structured,  the
Issuer's Board of Directors  expects that it will provide our shareholders  with
complete disclosure  documentation  concerning a potential business  opportunity
and the structure of the proposed  business  combination  prior to consummation.
Disclosure is expected to be in the form of a proxy or information statement.

We will remain a shell  corporation  until a merger or acquisition  candidate is
identified.  It is anticipated that our cash requirements  will be minimal,  and
that all  necessary  capital,  to the extent  required,  will be provided by the
directors or officers.  We do not anticipate  that we will have to raise capital
in the next  twelve  months.  We also do not  expect  to  acquire  any  plant or
significant equipment.

We have not,  and do not intend to enter into,  any  arrangement,  agreement  or
understanding   with   non-management   shareholders   allowing   non-management
shareholders  to  directly  or  indirectly   participate  in  or  influence  our
management of the Issuer.  Management  currently  holds 60.8% of our stock. As a
result,  management is in a position to elect a majority of the directors and to
control our affairs.

We have no full time  employees.  Our  President  and  Secretary  has  agreed to
allocate a portion of her time to our  activities,  without  compensation.  This
officer  anticipates  that our business plan can be  implemented by her devoting
approximately five (5) hours each per month to our business


<PAGE>


                                       4


affairs and, consequently, conflicts of interest may arise with respect to their
limited time commitment.  We do not expect any significant changes in the number
of employees.

(B) MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND RESULTS OF
OPERATIONS

We have been a blank check company since incorporation and have no revenue.

Our purpose is to acquire an interest in  business  opportunities  presented  by
persons  or  firms  that  seek  the  perceived  advantages  of an  Exchange  Act
registered  corporation.  We  will  not  restrict  our  search  to any  specific
business,  industry,  or  geographical  location  and  we may  participate  in a
business  venture  of  virtually  any kind or  nature.  This  discussion  of the
proposed  business  is general and is not meant to restrict  our  discretion  to
search  for  and  enter  into  potential  business   opportunities.   Management
anticipates  that it may be able to participate  in only one potential  business
venture  because we have nominal assets and limited  financial  resources.  This
lack  of  diversification  should  be  considered  a  substantial  risk  to  our
shareholders.

We may seek a business  opportunity with companies that have recently  commenced
operations,  or that wish to utilize  the public  marketplace  in order to raise
additional capital in order to expand into new products or markets, to develop a
new product or service, or for other corporate  purposes.  We may acquire assets
and  establish  wholly  owned  subsidiaries  in  various  businesses  or acquire
existing businesses as subsidiaries.

We anticipate that the selection of a business  opportunity  will be complex and
extremely  risky.  Due  to  general  economic  conditions,  rapid  technological
advances  being made in some  industries  and  shortages of  available  capital,
management believes that there are numerous firms seeking the perceived benefits
of a  publicly  registered  corporation.  The  perceived  benefits  may  include
facilitating or improving the terms for additional  equity financing that may be
sought,  providing  liquidity for incentive stock options or similar benefits to
key  employees,  providing  liquidity  (subject to  restrictions  of  applicable
statutes) for all shareholders  and other factors.  Business  opportunities  may
occur in many different industries and at various stages of development,  all of
which will make the task of  comparative  investigation  and  analysis  of these
business opportunities extremely difficult and complex.

We have,  and will  continue  to have,  no  capital  to provide to the owners of
business  opportunities.  However,  management believes we will be able to offer
owners of  acquisition  candidates  the  opportunity  to  acquire a  controlling
ownership  interest in a publicly  registered company without incurring the cost
and time  required  to  conduct an initial  public  offering.  The owners of the
business  opportunities  will,  however,  incur significant legal and accounting
costs in connection with  acquisition of a business  opportunity,  including the
costs of preparing Form 8-K's, 10-K's or 10-KSBs, 10-Q's or 10-QSBs,  agreements
and related reports and documents.  The '34 Act  specifically  requires that any
merger  or  acquisition   candidate   comply  with  all   applicable   reporting
requirements,  which  include  providing  audited  financial  statements  to  be
included  within the numerous  filings  relevant to complying  with the '34 Act.
Nevertheless, the officers and directors of the Issuer have not conducted market
research and are not aware of statistical  data that would support the perceived
benefits  of a merger or  acquisition  transaction  for the owners of a business
opportunity.


<PAGE>


                                       5


The analysis of new business  opportunities  will be  undertaken by our officers
and  directors,  none of whom is a  professional  business  analyst.  Management
intends  to  concentrate  on  identifying   preliminary   prospective   business
opportunities that may be brought to our attention through present  associations
of our officers and directors, or by our shareholders.  In analyzing prospective
business opportunities, management will consider:

     *    the available technical, financial and managerial resources;

     *    working capital and other financial requirements;

     *    history of operations, if any;

     *    prospects for the future;

     *    nature of present and expected competition;

     *    the  quality  and  experience  of  management  services  that  may  be
          available and the depth of that management;

     *    the potential for further research, development, or exploration;

     *    specific  risk  factors  not  now   foreseeable  but  which  could  be
          anticipated to impact our proposed activities;

     *    the potential for growth or expansion;

     *    the potential for profit;

     *    the perceived public recognition of acceptance of products,  services,
          or trades;

     *    name identification; and

     *    other relevant factors.

Our officers and directors  expect to meet  personally  with  management and key
personnel  of  the  business  opportunity  as  part  of  their  "due  diligence"
investigation.  To the extent  possible,  the Issuer intends to utilize  written
reports and personal investigations to evaluate businesses.  We will not acquire
or merge with any  company  that cannot  provide  audited  financial  statements
within a reasonable period of time after closing of the proposed transaction.

Our  management  will rely upon their own efforts and, to a much lesser  extent,
the efforts of our shareholders,  in accomplishing our business purposes.  We do
not anticipate  that any outside  consultants or advisors,  except for our legal
counsel  and  accountants,  will be utilized by us to  accomplish  our  business
purposes.  However,  if we do retain an outside consultant or advisor,  any cash
fee will be paid by the prospective  merger/acquisition candidate, as we have no
cash assets. We have no contracts or agreements with any outside consultants and
none are contemplated.


<PAGE>


                                       6


We will not restrict our search for any specific kind of firms,  and may acquire
a  venture  that  is in its  preliminary  or  development  stage  or is  already
operating.  We cannot  predict the status of any business in which we may become
engaged, because the business may need to seek additional capital, may desire to
have its shares publicly traded, or may seek other perceived  advantages that we
may  offer.  Furthermore,  we do not  intend  to seek  capital  to  finance  the
operation  of any  acquired  business  opportunity  until  we have  successfully
consummated a merger or acquisition.

We anticipate that we will incur nominal expenses in the  implementation  of our
business  plan.  Because we have no capital to pay these  anticipated  expenses,
present management will pay these charges with their personal funds, as interest
free loans,  for a minimum of twelve  months from the date of this  registration
statement.  If additional  funding is necessary,  management and or shareholders
will  continue to provide  capital or arrange for  additional  outside  funding.
However,  the only  opportunity  that  management has to have these loans repaid
will be from a prospective  merger or acquisition  candidate.  Management has no
agreements  with us that  would  impede or  prevent  consummation  of a proposed
transaction. We cannot assure, however, that management will continue to provide
capital  indefinitely  if a  merger  candidate  cannot  be  found.  If a  merger
candidate  cannot be found in a  reasonable  period of time,  management  may be
required   reconsider  its  business   strategy,   which  could  result  in  our
dissolution.

Acquisition of Opportunities

In implementing a structure for a particular business acquisition, we may become
a party to a merger, consolidation,  reorganization, joint venture, or licensing
agreement  with another  corporation  or entity.  We may also  acquire  stock or
assets of an existing  business.  On the  consummation  of a transaction,  it is
probable  that our  present  management  and  shareholders  will no longer be in
control. In addition, our directors may, as part of the terms of the acquisition
transaction,  resign  and be  replaced  by new  directors  without a vote of our
shareholders.  Furthermore,  management may negotiate or consent to the purchase
of all or a portion of our stock. Any terms of sale of the shares presently held
by officers and/or directors will be also afforded to all other  shareholders on
similar terms and conditions.  Any and all sales will only be made in compliance
with the securities laws of the United States and any applicable state.

While  the  actual  terms of a future  transaction  cannot be  predicted,  it is
expected that the parties to the business  transaction will find it desirable to
avoid the creation of a taxable event and thereby structure the acquisition in a
so-called  "tax-free"  reorganization  under  Sections  368(a)(1)  or 351 of the
Internal Revenue Code (the "Code").  In order to obtain tax-free treatment under
the Code, it may be necessary for the owners of the acquired business to own 80%
or more of the  voting  stock  of the  surviving  entity.  In  that  event,  the
shareholders  of  the  Issuer  would  retain  20% or  less  of  the  issued  and
outstanding  shares of the surviving  entity,  which would result in significant
dilution in the equity of the shareholders.

As part of the "due  diligence"  investigation,  our officers and directors will
meet  personally  with  management  and key  personnel,  may visit  and  inspect
material  facilities,  obtain  independent  verification of certain  information
provided,  check  references of  management  and key  personnel,  and take other
reasonable  investigative  measures  to  the  extent  of our  limited  financial
resources and management  expertise.  How we will  participate in an opportunity
will depend on the nature of the  opportunity,  the respective needs and desires
of  the  parties,  the  management  of  the  target  company  and  our  relative
negotiation strength.


<PAGE>


                                       7


Negotiations  with  target  company  management  are  expected  to  focus on the
percentage of our company that the target company  shareholders would acquire in
exchange for all of their  shareholdings  in the target company.  Depending upon
the target company's assets and liabilities, our shareholders will probably hold
a substantially  lesser percentage  ownership  interest  following any merger or
acquisition. Percentage ownership may be subject to significant reduction in the
event we acquire a company with  substantial  assets.  Any merger or acquisition
effected  by us can be  expected to have a  significant  dilutive  effect on the
percentage of shares held by our remaining shareholders.

We will  participate in a business  opportunity  only after the  negotiation and
signing of appropriate written agreements.  Although we cannot predict the terms
of  the  agreements,   generally  the  agreements  will  require  some  specific
representations  and  warranties  by all of the parties,  will  specify  certain
events of default, will detail the terms of closing and the conditions that must
be satisfied by each of the parties before and after the closing.

We will not  acquire or merge with any entity that  cannot  provide  independent
audited  financial  statements  concurrent  with  the  closing  of the  proposed
transaction.  We are  subject  to the  reporting  requirements  of the '34  Act.
Included  in these  requirements  is our  affirmative  duty to file  independent
audited  financial  statements  as part of its  Form  8-K to be  filed  with the
Securities and Exchange Commission upon consummation of a merger or acquisition,
as well as our audited  financial  statements  included in our annual  report on
Form 10-K (or 10-KSB,  as  applicable)  and  quarterly  reports on Form 10-Q (or
10-QSB, as applicable). If the audited financial statements are not available at
closing,  or if the audited financial  statements provided do not conform to the
representations  made by the candidate to be acquired in the closing  documents,
the  closing  documents  will  provide  that the  proposed  transaction  will be
voidable at the  discretion of our present  management.  If the  transaction  is
voided,  the  agreement  will  also  contain  a  provision   providing  for  the
acquisition  entity to reimburse us for all costs  associated  with the proposed
transaction.

Competition

We  are  an  insignificant  participant  among  the  firms  that  engage  in the
acquisition  of  business  opportunities.  There  are many  established  venture
capital and financial  concerns that have  significantly  greater  financial and
personnel resources and technical expertise than we do. In view of our extremely
limited financial resources and limited management availability we will continue
to be at a significant competitive disadvantage compared to our competitors.


<PAGE>


                                       8


Item 7 - Financial Statements



                             SOLID MANAGEMENT CORP.
                          (A Development Stage Company)

                              Financial Statements

                                 MARCH 31, 2000


<PAGE>




                                     A Partnership of Incorporated Professionals
DAVIDSON & COMPANY____Chartered Accountants_____________________________________




                          INDEPENDENT AUDITORS' REPORT




To the Directors and Stockholders of
Solid Management Corporation
(A Development Stage Company)


We have audited the accompanying  balance sheet of Solid Management  Corporation
(A Development Stage Company) as at March 31, 2000 and the related statements of
operations,  changes  in  stockholders'  equity and cash flows for the year then
ended and for the period  from  inception  on July 18,  1997 to March 31,  2000.
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.

We conducted our audit in accordance with generally  accepted auditing standards
in the  United  States of  America.  Those  standards  require  that we plan and
perform an 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  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.

The  accompanying  financial  statements have been prepared  assuming that Solid
Management  Corporation (A  Development  Stage Company) will continue as a going
concern. The Company is in the development stage and does not have the necessary
working capital for its planned  activity which raises  substantial  doubt about
its  ability to continue as a going  concern.  Management's  plans in regards to
these matters are  discussed in Note 2. The financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.

In our  opinion,  the  financial  statements  present  fairly,  in all  material
respects,  the financial position of Solid Management Corporation (A Development
Stage  Company) as at March 31, 2000 and the results of its  operations  and its
cash flows for the year then ended and for the period from inception on July 18,
1997 to  March  31,  2000  in  conformity  with  generally  accepted  accounting
principles in the United States of America.

The  audited  financial  statements  as at March 31,  1999 and for the year then
ended  were  examined  by  other  auditors  who  expressed  an  opinion  without
reservation on those statements in their report dated June 22, 1999.

                                                            "DAVIDSON & COMPANY"


Vancouver, Canada                                          Chartered Accountants

June 23, 2000
                          A Member of SC INTERNATIONAL
                          ----------------------------
     Suite 1200, Stock Exchange Tower, 609 Granville Street, P.O. Box 10372,
                 Pacific Centre, Vancouver, BC, Canada, V7Y 1G6
                  TELEPHONE (604) 687-0947 FAX (604) 687-6172


<PAGE>


                                       10


SOLID MANAGEMENT CORPORATION
(A Development Stage Company)
BALANCE SHEET
AS AT MARCH 31

<TABLE>
<CAPTION>
=============================================================================================================================
                                                                                                    2000            1999
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                           <C>              <C>

ASSETS                                                                                         $          --   $          --
=============================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT
    Accounts payable and accrued liabilities                                                   $          --   $           --
                                                                                               --------------  --------------
STOCKHOLDERS' EQUITY
    Capital stock (Note 4)
      Authorized
        100,000,000  common shares with a par value of $0.0001
      Issued and outstanding
        March 31, 2000 - 500,000 common shares
        March 31, 1999 - 500,000 common shares                                                 $          50   $          50

    Additional paid in capital                                                                        12,933              --
    Deficit accumulated during the development stage                                                 (12,983)            (50)
                                                                                               --------------  --------------
Total liabilities and stockholders' equity                                                     $          --   $          --
=============================================================================================================================



On Behalf of the Board of Directors:


/s/ Andrea Carley
------------------------------------
Andrea Carley, Sole Director



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


<PAGE>


                                       11

SOLID MANAGEMENT CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS

============================================================================================================================
                                                                                 Cumulative
                                                                                   Amounts
                                                                                From Inception
                                                                                     on
                                                                                  July 18,
                                                                                    1997
                                                                                     to          Year Ended      Year Ended
                                                                                  March 31,       March 31,       March 31,
                                                                                    2000            2000            1999
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                <C>             <C>
EXPENSES
    Office and miscellaneous                                               $         4,542   $         4,492  $           --
    Professional fees                                                                8,441             8,441              --
                                                                           ---------------   ---------------  --------------

LOSS FOR THE YEAR                                                          $        12,983   $        12,933  $           --
============================================================================================================================

BASIC AND DILUTED LOSS PER SHARE                                                             $         (0.01) $        (0.00)
============================================================================================================================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                                                        500,000         500,000
============================================================================================================================
</TABLE>










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


<PAGE>


                                       12

SOLID MANAGEMENT CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS

<TABLE>
============================================================================================================================
                                                                               Cumulative
                                                                                 Amounts
                                                                             From Inception
                                                                                   on
                                                                                July 18,
                                                                                  1997
                                                                                   to          Year Ended      Year Ended
                                                                                March 31,       March 31,       March 31,
                                                                                  2000            2000            1999
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the year                                                      $       (12,983)  $       (12,933) $           --
    Stock issued for services                                                           50                --              --
                                                                           ---------------   ---------------  --------------

    Net cash used in operating activities                                          (12,933)          (12,933)             --
                                                                           ---------------   ---------------  --------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Net cash used in investing activities                                               --                --              --
                                                                           ---------------   ---------------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Shareholder capital contribution                                                12,933            12,933              --
                                                                           ---------------   ---------------  --------------

    Net cash provided by financing activities                                       12,933            12,933              --
                                                                           ---------------   ---------------  --------------

CHANGE IN CASH POSITION DURING THE YEAR                                                 --                --              --

CASH POSITION, BEGINNING OF THE YEAR                                                    --                --              --
                                                                           ---------------   ---------------  --------------

CASH POSITION, END OF THE YEAR                                             $            --   $            --  $           --
============================================================================================================================

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS:
    Cash paid for income taxes                                             $            --   $            --  $           --
    Cash paid for interest                                                 $            --   $            --  $           --
============================================================================================================================


SUPPLEMENTAL DISCLOSURE OF NON-CASH OPERATING, INVESTING,
  AND FINANCING ACTIVITIES:
    Common shares issued for services                                      $            50   $            --  $           --
============================================================================================================================
</TABLE>


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


<PAGE>


                                       13


SOLID MANAGEMENT CORPORATION
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
=============================================================================================================================
                                                                                                Deficit
                                                                                              Accumulated
                                                                                Additional      During
                                                     Common Stock                Paid in          the            Total
                                          ------------------------------------------------    Development     Stockholders'
                                                Shares           Amount          Capital         Stage           Equity
----------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>             <C>              <C>             <C>             <C>

BALANCE, JULY 18, 1997                               --    $           --   $          --   $          --    $            --

    Capital stock issued for services            500,000               50              --              --                 50

    Loss for the period                              --                --              --             (50)               (50)
                                          --------------   --------------   --------------  --------------   ----------------

BALANCE, MARCH 31, 1998                          500,000               50              --             (50)                 --

    Loss for the year                                --                --              --              --                  --
                                          --------------   --------------   --------------  --------------   ----------------
BALANCE, MARCH 31, 1999                          500,000               50              --             (50)                 --

    Shareholder capital contribution                 --                --          12,933              --              12,933

    Loss for the year                                --                --              --          (12,933)           (12,933)
                                          --------------   --------------   --------------  --------------   ----------------

BALANCE, MARCH 31, 2000                          500,000   $           50   $      12,933   $      (12,983)  $             --
=============================================================================================================================
</TABLE>








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


<PAGE>


                                       14


SOLID MANAGEMENT CORPORATION
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2000

================================================================================

1. ORGANIZATION OF THE COMPANY

   Solid  Management  Corporation  ("the Company") was  incorporated on July 18,
   1997 under the laws of Nevada to engage in any lawful  business  or  activity
   for  which  corporations  may be  organized  under  the laws of the  State of
   Nevada.

   The Company  entered the  development  stage in accordance  with Statement of
   Financial  Accounting  Standards  No. 7 on July 18,  1997.  Its purpose is to
   evaluate,  structure and complete a merger with, or acquire a privately owned
   corporation.

2. GOING CONCERN

   The Company's financial  statements are prepared using the generally accepted
   accounting principles  applicable to a going concern,  which contemplates the
   realization of assets and  liquidation of liabilities in the normal course of
   business.  However,  the  Company has no current  source of revenue.  Without
   realization  of additional  capital,  it would be unlikely for the Company to
   continue as a going  concern.  The  Company's  management  plans on advancing
   funds  on an as  needed  basis  and in the  longer  term,  revenues  from the
   operations of the merger or acquisition  candidate,  if found.  The Company's
   ability to  continue  as a going  concern is  dependent  on these  additional
   management advances,  and, ultimately,  upon achieving profitable  operations
   through a merger or acquisition candidate.

<TABLE>
<CAPTION>
   ========================================================================================================
                                                                                  2000            1999
   --------------------------------------------------------------------------------------------------------
  <S>                                                                         <C>             <C>
   Deficit accumulated during the development stage                            $  (12,983)     $    (50)
   ========================================================================================================
</TABLE>

3. SIGNIFICANT ACCOUNTING POLICIES

   USE OF ESTIMATES

   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,  disclosure  of
   contingent assets and liabilities at the date of the financial statements and
   the reported amount of revenues and expenses during the year.  Actual results
   could differ from these estimates.

   BASIC LOSS PER SHARE

   Earnings per share are  provided in  accordance  with  Statement of Financial
   Accounting  Standards  No. 128,  "Earnings  Per Share".  Due to the Company's
   simple capital structure, with only common stock outstanding, only basic loss
   per share is presented.  Basic loss per share is computed by dividing  losses
   available to common  shareholders  by the weighted  average  number of common
   shares outstanding during the year.

   INCOME TAXES

   Income  taxes  are  provided  in  accordance   with  Statement  of  Financial
   Accounting  Standards No. 109 ("SFAS 109"),  "Accounting for Income Taxes". A
   deferred tax asset or liability  is recorded  for all  temporary  differences
   between  financial and tax reporting  and net operating  loss  carryforwards.
   Deferred tax expenses (benefit) result from the net change during the year of
   deferred tax assets and liabilities.

   Deferred tax assets are reduced by a valuation allowance when, in the opinion
   of  management,  it is more likely  than not that some  portion or all of the
   deferred tax assets will not be realized. Deferred tax assets and liabilities
   are  adjusted for the effects of changes in tax laws and rates on the date of
   enactment.


<PAGE>


                                       15


SOLID MANAGEMENT CORPORATION
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2000
================================================================================

3. SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)

   COMPREHENSIVE INCOME

   The Company has adopted Statement of Financial  Accounting  Standards No. 130
   ("SFAS 130"),  "Reporting  Comprehensive  Income". This statement establishes
   rules for the  reporting  of  comprehensive  income and its  components.  The
   adoption of SFAS 130 had no impact on total stockholders'  equity as of March
   31, 2000.

   ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

   In June 1998,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
   Statement of Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting
   for  Derivative   Instruments  and  Hedging   Activities"  which  establishes
   accounting and reporting standards for derivative instruments and for hedging
   activities.  SFAS 133 is  effective  for all fiscal  quarters of fiscal years
   beginning  after June 15,  1999.  In June 1999,  the FASB  issued SFAS 137 to
   defer the  effective  date of SFAS 133 to  fiscal  quarters  of fiscal  years
   beginning  after June 15,  2000.  The Company  does not  anticipate  that the
   adoption of the  statement  will have a  significant  impact on its financial
   statements.

   STOCK-BASED COMPENSATION

   Statement  of  Financial   Accounting  Standards  No.  123,  "Accounting  for
   Stock-Based  Compensation,"  encourages,  but does not require,  companies to
   record compensation cost for stock-based employee  compensation plans at fair
   value. The Company has chosen to account for stock-based  compensation  using
   Accounting  Principles Board Opinion No. 25,  "Accounting for Stock Issued to
   Employees."  Accordingly  compensation  cost for stock options is measured as
   the excess,  if any, of the quoted market price of the Company's stock at the
   date of the grant  over the amount an  employee  is  required  to pay for the
   stock.

4. CAPITAL STOCK

   The Company's  authorized  capital stock  consists of  100,000,000  shares of
   common  stock,  with a par value of $0.0001  per share.  All shares of common
   stock have equal voting rights and, when validly issued and outstanding,  are
   entitled  to  one  vote  per  share  in  all  matters  to be  voted  upon  by
   shareholders.  The shares of common stock have no pre-emptive,  subscription,
   conversion  or  redemption  rights  and may be issued  only as fully paid and
   non-assessable  shares.  Holders of the common  stock are  entitled  to share
   pro-rata in dividends and distributions  with respect to the common stock, as
   may be declared by the Board of Directors out of funds legally available.

   On July 18,  1997,  the Company  issued  500,000  shares of common  stock for
   services at a deemed value of $50.

5. INCOME TAXES

   The Company's total deferred tax asset at March 31 is as follows:

<TABLE>
<CAPTION>
   ========================================================================================================
                                                                                  2000            1999
   --------------------------------------------------------------------------------------------------------
  <S>                                                                         <C>             <C>
   Tax benefit of net operating loss carryforward                               $    1,947    $          --
   Valuation allowance                                                              (1,947)              --
                                                                               -------------   ------------
                                                                                $       --    $          --
   ========================================================================================================
</TABLE>

   The Company has a net operating loss  carryforward of approximately  $12,983,
   which if not used,  will expire  between the years 2019 and 2020. The Company
   has provided a full valuation  allowance on the deferred tax asset because of
   the uncertainty regarding realizability.


<PAGE>


                                       16


SOLID MANAGEMENT CORPORATION
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2000
================================================================================

6. RELATED PARTY TRANSACTIONS

   The Company does not maintain a checking account and all expenses incurred by
   the Company are paid by an affiliate.  For the year ended March 31, 2000, the
   Company  incurred  professional  fees of $8,441 and office and  miscellaneous
   expense  of  $4,492.  The  affiliate  does not  expect to be  repaid  for the
   expenses it pays on behalf of the Company.  Accordingly,  as the expenses are
   paid, they are classified as additional paid-in capital.

















<PAGE>


                                       17


Item 8 -  Changes  In and  Disagreements  With  Accountants  on  Accounting  and
Financial Disclosure

On June 19, 2000, the Issuer appointed Davidson & Company, Chartered Accountants
to replace Cordovano & Harvey, P.C. as our principal accountants.  The report of
Cordovano & Harvey, P.C. on our financial  statements did not contain an adverse
opinion or a  disclaimer  of opinion,  and was not  qualified  or modified as to
uncertainty,  audit scope or accounting principles. We had no disagreements with
them on any matter of accounting  principles or practices,  financial  statement
disclosure or auditing  scope or  procedure.  We did not consult with Davidson &
Company on any accounting or financial reporting matters in the periods prior to
their  appointment.  The  change in  accountants  was  approved  by the Board of
Directors.  We filed a Form 8-K with the Commission (File No. 000-26931) on June
21, 2000.

                                    PART III

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

The  following  table  sets forth the names and ages of the  current  directors,
executive officers and key employees of the Issuer and the principal offices and
positions with the Issuer held by each person. The Board of Directors  currently
consists of one director.

<TABLE>
<CAPTION>
NAME                         AGE               POSITION
----                         ---               --------
<S>                        <C>                <C>
Andrea Carley                30                President, Secretary and Director
</TABLE>

The above listed officers and directors will serve until the next annual meeting
of the shareholders or until their death,  resignation,  retirement,  removal or
disqualification or until their successors have been duly elected and qualified.
Vacancies in the existing  Board of Director are filled by majority  vote of the
remaining  directors.  Officers of the Issuer  serve at the will of the Board of
Directors.  There are no family  relationships  between any  execute  officer or
director of the Issuer.

Mrs. Andrea Carley was appointed to her positions on March 30, 2000. She devotes
her time as necessary to our business, which time is expected to be nominal.

Prior to joining the Issuer,  Mrs.  Carley was a private  investor.  Mrs. Carley
does not hold any other management positions.

SIGNIFICANT EMPLOYEES

The Issuer has one employee. Mrs. Andrea Carley is the President,  Secretary and
Treasurer  of the  Issuer.  Mrs.  Carley  devotes her time as  necessary  to our
business, which time is expected to be nominal.

There are no family  relationships  among the  directors,  executive  officer or
persons  nominated  or chosen by the  Issuer to become  directors  or  executive
officers.


<PAGE>


                                       18


No bankruptcy petition has been filed by or against any business of which Andrea
Carley is a  general  partner  or  executive  officer  either at the time of the
bankruptcy or within two years prior to that time.

Andrea  Carley has never been  convicted  in a  criminal  proceeding  and is not
subject to a pending criminal proceeding.

Andrea  Carley has never been  subject to any  order,  judgment  or decree,  not
subsequently   reversed,   suspended  or  vacated  of  any  court  of  competent
jurisdiction,  permanently  or  temporarily  enjoining,  barring,  suspending or
otherwise  limiting  their  involvement  in any type of business,  securities or
banking activities.

Andrea  Carley has never been found by a court of competent  jurisdiction  (in a
civil action),  the Commission or the Commodity  Futures  Trading  Commission to
have violated a federal or state securities or commodities law.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Based on the Issuer's  review of copies of forms filed with the  Securities  and
Exchange Commission or written  representations  from certain reporting persons,
in compliance  with Section 16(a) of the  Securities  Exchange Act of 1934,  the
Issuer  believes  that during  fiscal year 2000,  all  officers,  directors  and
greater than ten percent  beneficial  owners complied with the applicable filing
requirements.

Item 10 - Executive Compensation

None of our officers and/or directors have received any  compensation.  They all
have  agreed  to act  without  compensation  until  authorized  by the  Board of
Directors,  which is not expected to occur until we have generated revenues from
operations.  As of the  date of this  registration  statement,  we have no funds
available to pay  directors.  Further,  none of the  directors  are accruing any
compensation pursuant to any agreement with us.

It is possible that,  after we  successfully  complete a merger or  acquisition,
that company may employ or retain one or more members of our  management for the
purposes  of  providing  services  to  the  surviving  entity.  Each  member  of
management  has agreed to disclose  to the Board of  Directors  any  discussions
concerning  possible  employment  by any entity  that  proposes  to  undertake a
transaction  with us and  further,  to abstain  from voting on the  transaction.
Therefore,  as a practical  matter,  if each member of the Board of Directors is
offered  employment  in any form  from any  prospective  merger  or  acquisition
candidate,  the  proposed  transaction  will  not be  approved  by the  Board of
Directors as a result of the inability of the Board to affirmatively approve the
transaction.  The transaction  would then be presented to our  shareholders  for
approval.

It is possible that persons  associated  with management may refer a prospective
merger or  acquisition  candidate to us. In the event we complete a  transaction
with any entity  referred by associates of  management,  it is possible that the
associate will be compensated  for their referral in the form of a finder's fee.
It is anticipated that this fee will be either in the form of restricted  common
stock issued by us as part of the terms of the proposed transaction,  or will be


<PAGE>


                                       19


in the  form of cash  consideration.  If  compensation  is in the  form of cash,
payment will be tendered by the acquisition or merger candidate, because we have
insufficient cash available. The amount of any finder's fee cannot be determined
as of the date of this registration statement,  but is expected to be comparable
to consideration normally paid in like transactions, which range up to ten (10%)
percent of the  transaction  price.  No member of  management  will  receive any
finders fee,  either  directly or  indirectly,  as a result of their  efforts to
implement our business plan.

No retirement,  pension, profit sharing, stock option or insurance programs have
been adopted by the Issuer's for the benefit of its employees.

Item 11 - Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the number of shares of the Issuer's Common Stock
beneficially owned by (i) each director and nominee for election to the Board of
Directors  of the  Issuer;  (ii) each of the  named  executive  officers  in the
Summary  Compensation  Table;  (iii) all directors  and executive  officers as a
group; and (iv) to the best of the Issuer's knowledge,  all beneficial owners of
more than 5% of the outstanding  shares of the Issuer's Common Stock as of March
31, 2000. Unless otherwise indicated,  the shareholders listed in the table have
sole  voting and  investment  power with  respect to the shares  indicated.  The
Issuer  has been  provided  such  information  by its  directors,  nominees  for
directors and executive officers.

<TABLE>
<CAPTION>
NAME (AND ADDRESS OF 5% HOLDER) OR   COMMON SHARES BENEFICIALLY       PERCENT
IDENTITY OF GROUP                    OWNED (1)                        OF CLASS (2)
<S>                                   <C>                            <C>
Devinder Randhawa
Suite 104                                    152,000                  30.4%
1456 St. Paul Street,
Kelowna, B.C.
V1Y 2E6

Bob Hemmerling
1908 Horizon Drive                           152,000                  30.4%
Kelowna, B.C.
V1Z 3L3
</TABLE>

(1)  Under the rules of the  Securities  and  Exchange  Commission,  shares  not
     actually  outstanding are nevertheless deemed to be beneficially owned by a
     person if such person has the right to acquire  the shares  within 60 days.
     Pursuant to such SEC rules, shares deemed beneficially owned by virtue of a
     person's  right to  acquire  them  are also  treated  as  outstanding  when
     calculating the percent of class owned by such person and when  determining
     the percentage owned by a group.

(2)  Based on 500,000 shares of Common Stock issued and  outstanding as of March
     31, 2000.

There are no  arrangements  in place  which may result in a change of control of
the Issuer.

Item 12 - Certain Relationships and Related Transactions

There have been no related  party  transactions,  or any other  transactions  or
relationships required to be disclosed pursuant to Item 404 of Regulation S-B.


<PAGE>


                                       20


Item 13 - Exhibits and Reports on Form 8-K

(A)      Exhibits

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
EXHIBIT
NUMBER          DESCRIPTION
---------------------------------------------------------------------------------------------------------------------
<S>            <C>
3.1             Articles of Incorporation filed July 18, 1997, and amendments thereto filed June 14, 1999, as filed
                with the Issuer's Form 10-SB (file no. 000-26931) filed on August 4, 1999 incorporated herein by
                reference.
---------------------------------------------------------------------------------------------------------------------
3.3             Bylaws as filed with the Issuer's Form 10-SB (file no. 000-26931) on August 4, 1999 incorporated
                herein by reference.
---------------------------------------------------------------------------------------------------------------------
4.1             Form of Lock Up Agreement Executed by the Issuer's Shareholders as filed with the Issuer's Form 10-SB
                (file no. 000-26931) filed on August 4, 1999, incorporated herein by reference.
---------------------------------------------------------------------------------------------------------------------
4.1.1           Specimen Informational Statement as filed with the Issuer's Form 10-SB (file no.000-26931) filed on
                August 4, 1999, incorporated herein by reference.
---------------------------------------------------------------------------------------------------------------------
13.1            Form 10QSB for the Period ended June 30, 1999, filed on August 13, 1999, incorporated herein by
                reference.
---------------------------------------------------------------------------------------------------------------------
13.2            Form 10QSB for the Period ended September 30, 1999, filed on November 19, 1999, incorporated herein
                by reference.
---------------------------------------------------------------------------------------------------------------------
13.3            Form 10QSB for the Period ended December 31, 1999, filed on February 15, 2000, incorporated herein
                by reference.
---------------------------------------------------------------------------------------------------------------------
16              Letter from Cordovano & Harvey, P.C. as filed with the Issuer's Form 8-K on June 21, 2000,
                incorporated herein by reference.
---------------------------------------------------------------------------------------------------------------------
27              Financial Data Schedule
---------------------------------------------------------------------------------------------------------------------
</TABLE>

(B) Reports on Form 8-K

The Issuer filed a Form 8-K on January 24, 2000 and on June 21, 2000.

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the Issuer caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.


                                  SOLID MANAGEMENT CORP.


Dated:  July 13, 2000             Per:   /s/ Andrea Carley
                                         -------------------------------------
                                         Andrea Carley, President and Director

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