<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB


                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                 FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2001

                 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                 THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM

   ____________________________________TO ___________________________________
                             COMMISSION FILE NUMBER


                          CASTLE HILL ASSOCIATES, INC.

        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                      13-4118626
-------------------------------                 -------------------------------
(STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)



               50 BROADWAY, SUITE 2300, NEW YORK, N.Y.     10004
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)   (ZIP CODE)

         ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 785-6200

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act during the past 12 months
(or 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 [X]   No [ ]


         At January 31, 2001, there were issued and outstanding 1,000,000 shares
of Common Stock.


         Transitional Small Business Disclosure Format (check one):
Yes [ ]   No [X]



<PAGE>



                          CASTLE HILL ASSOCIATES, INC.
                          (A Development Stage Company)




<TABLE>
<CAPTION>
                                                                                                      PAGE
                                                                                                      ----
<S>                                                                                                  <C>
Part I - Financial Information


Item 1.       Financial Statements

              Condensed Balance Sheets
              January 31, 2001 (Unaudited) and April 30, 2000                                         2

              Condensed Statements of Operations
              Three and Nine Months Ended January 31, 2001 and Period from April 12, 2000
              (Date of Inception) to January 31, 2001 (Unaudited)                                     3

              Condensed Statements of Changes in Stockholders' Equity (Deficiency)
              Nine Months Ended January 31, 2001 and Period from April 12, 2000
              (Date of Inception) to January 31, 2001 (Unaudited)                                     4


              Condensed Statements of Cash Flows
              Nine Months Ended January 31, 2001 and Period from April 12, 2000
              (Date of Inception) to January 31, 2001 (Unaudited)                                     5

              Notes to Condensed Financial Statements                                                6-8

Item 2.       Management's Discussion and Analysis or Plan of Operation                              9-11


Part II - Other Information

Item 6.       Exhibits and Reports on Form 8-K                                                       12

              Signatures                                                                             13
</TABLE>


                                        1

<PAGE>



                          CASTLE HILL ASSOCIATES, INC.
                          (A Development Stage Company)

                            CONDENSED BALANCE SHEETS
                       JANUARY 31, 2001 AND APRIL 30, 2000






<TABLE>
<CAPTION>
                                                                  January       April
                            ASSETS                                31, 2001    30, 2000
                            ------                               ----------   --------
                                                                 (Unaudited)  (Note 2)
<S>                                                               <C>         <C>
Current assets - cash                                             $    400    $    400
                                                                  ========    ========


          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
          -------------------------------------------------

Liabilities - accounts payable                                    $  2,164    $     --
                                                                  --------    --------


Stockholders' equity (deficiency):
    Preferred stock, $.0001 par value; 20,000,000 shares
       authorized; none issued                                          --          --
    Common stock, $.0001 par value; 100,000,000 shares
       authorized; 1,000,000 (as adjusted for a 1-for-4 reverse
       split effected in January 2001) issued and outstanding          100         100
    Additional paid-in capital                                      52,378         300
    Deficit accumulated during the development stage               (54,242)
                                                                  --------    --------

          Total stockholders' equity (deficiency)                   (1,764)        400
                                                                  --------    --------

          Totals                                                  $    400    $    400
                                                                  ========    ========
</TABLE>



                  See Notes to Condensed Financial Statements.


                                        2

<PAGE>



                          CASTLE HILL ASSOCIATES, INC.
                          (A Development Stage Company)

                       CONDENSED STATEMENTS OF OPERATIONS
          THREE AND NINE MONTHS ENDED JANUARY 31, 2001 AND PERIOD FROM
             APRIL 12, 2000 (DATE OF INCEPTION) TO JANUARY 31, 2001
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                                               Period
                                                                 Three           Nine           from
                                                                Months          Months        April 12,
                                                                 Ended           Ended         2000 to
                                                                January         January        January
                                                                31, 2001        31, 2001      31, 2001
                                                               -----------    -----------    -----------
<S>                                                            <C>            <C>            <C>
Revenues                                                       $        --    $        --    $        --

General and administrative expenses                                  1,068         54,242         54,242
                                                               -----------    -----------    -----------

Net loss                                                       $    (1,068)   $   (54,242)   $   (54,242)
                                                               ===========    ===========    ===========


Basic net loss per common share                                $        --    $      (.05)
                                                               ===========    ===========


Basic weighted average common shares outstanding
     (as adjusted for a 1-for-4 reverse stock split effected
     in January 2001)                                            1,000,000      1,000,000
                                                               ===========    ===========
</TABLE>


                  See Notes to Condensed Financial Statements.


                                        3

<PAGE>



                          CASTLE HILL ASSOCIATES, INC.
                          (A Development Stage Company)

      CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
        NINE MONTHS ENDED JANUARY 31, 2001 AND PERIOD FROM APRIL 12, 2000
                     (DATE OF INCEPTION) TO JANUARY 31, 2001
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                                        Deficit
                                                                                                      Accumulated
                                       Preferred Stock              Common Stock         Additional   During the
                                   ------------------------    -----------------------    Paid-in      Develop-
                                     Shares        Amount        Shares       Amount      Capital     ment Stage     Total
                                   ----------    ----------    ----------   ----------   ----------   ----------    ----------
<S>                                <C>           <C>           <C>          <C>          <C>          <C>           <C>
Balance, April 12, 2000 (date of
    inception)                             --    $       --            --   $       --   $       --   $       --    $       --

Proceeds from issuance of
    common stock (as adjusted
    for a 1-for-4 reverse stock
    split effected in January
    2001)                                                       1,000,000          100          300                        400
                                   ----------    ----------    ----------   ----------   ----------   ----------    ----------

Balance, April 30, 2000                    --            --     1,000,000          100          300           --           400

Capital contribution                                                                         52,078                     52,078

Net loss                                                                                                 (54,242)      (54,242)
                                   ----------    ----------    ----------   ----------   ----------   ----------    ----------

Balance, January 31, 2001                  --    $       --     1,000,000   $      100   $   52,378   $  (54,242)   $   (1,764)
                                   ==========    ==========    ==========   ==========   ==========   ==========    ==========
</TABLE>



                  See Notes to Condensed Financial Statements.


                                        4

<PAGE>



                          CASTLE HILL ASSOCIATES, INC.
                          (A Development Stage Company)

                       CONDENSED STATEMENTS OF CASH FLOWS
        NINE MONTHS ENDED JANUARY 31, 2001 AND PERIOD FROM APRIL 12, 2000
                     (DATE OF INCEPTION) TO JANUARY 31, 2001
                                   (Unaudited)




<TABLE>
<CAPTION>
                                                                         Period
                                                             Nine         from
                                                            Months      April 12,
                                                             Ended      2000 to
                                                            January     January
                                                            31, 2001    31, 2001
                                                            --------    --------
<S>                                                         <C>         <C>
Operating activities:
     Net loss                                               $(54,242)   $(54,242)
     Expenses paid by stockholder                             52,078      52,078
     Accounts payable                                          2,164       2,164
                                                            --------    --------
        Net cash provided by operating activities                 --          --


Financing activities - proceeds from sale of common stock                    400
                                                            --------    --------

Net increase in cash                                              --         400

Cash, beginning of period                                        400          --
                                                            --------    --------



Cash, end of period                                         $    400    $    400
                                                            ========    ========
</TABLE>



                  See Notes to Condensed Financial Statements.


                                        5

<PAGE>



                          CASTLE HILL ASSOCIATES, INC.
                          (A Development Stage Company)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1 - Operations and business risk factors:
                Castle Hill Associates, Inc. (the "Company") was incorporated on
                April 12, 2000 to seek, investigate and, if such investigation
                warrants, acquire an interest in a business entity which desires
                to seek the perceived advantages of a corporation which has a
                class of securities registered under the Securities Act of 1933.
                Generally, an issuer who has registered securities under the
                Securities Act of 1933 becomes subject to the periodic and
                annual reporting requirements of the Securities Act of 1934 (and
                is often referred to as a "reporting company"). The Company will
                not restrict its search to any specific business industry or
                geographical location and the Company may participate in a
                business venture of virtually any kind or nature. Management
                anticipates that it will be able to participate in only one
                potential business venture because the Company has nominal
                assets and limited financial resources. This lack of
                diversification should be considered a substantial risk to the
                stockholders of the Company because it will not permit the
                Company to offset potential losses from one venture against
                potential gains from another.

                The Company may seek a business opportunity with entities which
                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, develop a new product or
                service or for other corporate purposes.

                The Company anticipates that the selection of a business
                opportunity in which to participate will be complex and
                extremely risky. Management believes (but has not conducted any
                research to confirm) that there are business entities seeking
                the perceived benefits of a company having a class of securities
                registered under the Securities Act of 1933. Such perceived
                benefits may include facilitating or improving the terms on
                which additional equity financing may be sought, providing
                liquidity for incentive stock options or similar benefits to key
                employees, increasing the opportunity to use securities for
                acquisitions, providing liquidity for stockholders and other
                factors. Business opportunities may be available in many
                different industries and at various stages of development, all
                of which will make the task of comparative investigation and
                analysis of such business opportunities difficult and complex.

                The Company has, and will continue to have, no capital with
                which to provide the owners of business entities with any cash
                or other assets. The Company relies exclusively on its
                stockholders for liquidity and will only be able to continue as
                a going concern with the financial support of its stockholders.
                However, management believes the Company will be able to offer
                owners of acquisition candidates the opportunity to acquire a
                controlling ownership interest in a reporting company without
                incurring the cost and time required to conduct an initial
                public offering. Management has not conducted market research
                and is not aware of statistical data to support the perceived
                benefits of a business combination for the owners of a target
                company.

                                        6

<PAGE>



                          CASTLE HILL ASSOCIATES, INC.
                          (A Development Stage Company)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 2 - Unaudited interim financial statements:
                The Company had not conducted any commercial operations through
                January 31, 2001 and, accordingly, it was in the development
                stage as of that date. Management does not expect the Company to
                generate any revenues until such time that an acquisition of an
                operating company is consummated, if ever.

                In the opinion of management, the accompanying unaudited
                condensed financial statements reflect all adjustments,
                consisting of normal recurring accruals, necessary to present
                fairly the financial position of the Company as of January 31,
                2001, and its results of operations for the three and nine
                months ended January 31, 2001 and the related cumulative amounts
                for the period from April 12, 2000 (date of inception) to
                January 31, 2001 and the changes in stockholders' equity
                (deficiency) and cash flows for the nine months ended January
                31, 2001 and the related cumulative amounts for the period from
                April 12, 2000 (date of inception) to January 31, 2001.
                Information included in the condensed balance sheet as of April
                30, 2000 has been derived from, and certain terms used herein
                are defined in, the audited financial statements of the Company
                as of April 30, 2000 and for the period from April 12, 2000
                (date of inception) to April 30, 2000, (the "Audited Financial
                Statements") included in the Company's Registration on Form
                10-SB (the "Form 10-SB") for the period ended April 30, 2000
                that was previously filed with the United States Securities and
                Exchange Commission (the "SEC"). Pursuant to the rules and
                regulations of the SEC, certain information and disclosures
                normally included in financial statements prepared in accordance
                with accounting principles generally accepted in the United
                States of America have been condensed or omitted from these
                condensed financial statements unless significant changes have
                taken place since the end of the most recent fiscal year.
                Accordingly, these unaudited condensed financial statements
                should be read in conjunction with the Audited Financial
                Statements and the other information also included in the Form
                10-SB.

Note 3 - Net earnings (loss) per share:
                The Company presents basic earnings (loss) per share and, if
                appropriate, diluted earnings per share in accordance with the
                provisions of Statement of Financial Accounting Standards No.
                128, "Earnings per Share." Basic earnings (loss) per common
                share is calculated by dividing net income or loss by the
                weighted average number of common shares outstanding during the
                period. The calculation of diluted earnings per common share is
                similar to that of basic earnings per common share, except that
                the denominator is increased to include the number of additional
                common shares that would have been outstanding if all
                potentially dilutive common shares, such as those issuable upon
                the exercise of stock options, were issued during the period.
                Diluted per share amounts have not been presented in the
                accompanying unaudited condensed statements of operations
                because the Company did not have any potentially dilutive common
                shares outstanding during the three and nine months ended
                January 31, 2001 and the period from April 12, 2000 (date of
                inception) through January 31, 2001.

                                        7

<PAGE>



                          CASTLE HILL ASSOCIATES, INC.
                          (A Development Stage Company)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 3 - Net earnings (loss) per share (concluded):
               The 1,000,000 weighted average shares outstanding for the three
               and nine months ended January 31, 2001 shown in the accompanying
               statements of operations have been retroactively adjusted for a
               1-for-4 reverse stock split that was effected on January 11, 2001
               (see Note 4).

Note 4 - Reverse stock split:
               On December 21, 2000, the stockholders approved a 1-for-4 reverse
               stock split that was effected on January 11, 2001. All share and
               per share amounts have been retroactively restated to give effect
               to the reverse stock split.

Note 5 - Related party transactions:
                The Company has entered into an agreement with Capital Advisory
                Partners, LLC ("CAP") pursuant to which CAP will supervise the
                search for potential target companies for a business
                combination. CAP owns 800,000 shares of the Company's common
                stock. The agreement will continue until such time that the
                Company has consummated a business combination. CAP has agreed
                to pay all expenses of the Company without repayment until such
                time that a business combination is consummated, if ever. In the
                three and nine months ended January 31, 2001, CAP incurred
                expenses on behalf of the Company totaling $1,068 and $54,242,
                respectively (it did not incur any such expenses prior to that
                period) and, accordingly, the Company recorded a charge to
                operations and a contribution to capital in that amount, when
                CAP paid these expenses.

                CAP has entered into agreements, and anticipates that it will
                enter into other agreements, with other consultants to assist it
                in locating a potential target company and CAP may share its
                stock in the Company with, or grant options on such stock to,
                such referring consultants and may make payment to such
                consultants from its own resources. There is no minimum or
                maximum amount of stock, options or cash that CAP may grant or
                pay to such consultants. CAP is solely responsible for the costs
                and expenses of its activities in seeking a potential target
                company, including any agreements with consultants, and the
                Company has no obligation to pay any costs incurred or
                negotiated by CAP.

                CAP anticipates that it may seek to locate a target company
                through solicitation. Such solicitation may include newspaper or
                magazine advertisements, mailings and other distributions to law
                firms, accounting firms, investment bankers, financial advisors
                and similar persons, the use of one or more World Wide Web sites
                and similar methods. No estimate can be made as to the number of
                persons who may be contacted or solicited. As of January 31,
                2001, CAP had not made any solicitations and did not anticipate
                that it would do so. CAP expects to rely on consultants in the
                business and financial communities for referrals of potential
                target companies.

                Patricia A. Meding, who is the sole officer and director of the
                Company, is the sole officer, director and controlling
                stockholder of CAP.

                                        8

<PAGE>



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion should be read in conjunction with the condensed
financial statements and notes thereto appearing elsewhere in this report.

OVERVIEW

         Castle Hill Associates, Inc. (the "Company") was incorporated on April
12, 2000 under the laws of the State of Delaware to engage in any lawful
corporate undertaking, including, but not limited to, selected mergers and
acquisitions. The Company has been in the developmental stage since inception
and has no operations to date other than issuing shares to its original
shareholders.

         The Company will attempt to locate and negotiate with a business entity
for the combination of that target company with the Company. The combination
will normally take the form of a merger, stock-for-stock exchange or
stock-for-assets exchange. In most instances the target company will wish to
structure the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue Code of
1986, as amended.

         The Company has been formed to provide a method for a foreign or
domestic private company to become a reporting ("public") company with a class
of registered securities. The proposed business activities described herein
classify the Company as a "blank check" company.

PLAN OF OPERATION

         The Company is a blank check company whose plan of operation over the
next twelve months is to seek and, if possible, acquire an operating business or
valuable assets by entering into a business combination. The Company will not be
restricted in its search for business combination candidates to any particular
geographical area, industry or industry segment, and may enter into a
combination with a private business engaged in any line of business, including
service, finance, mining, manufacturing, real estate, oil and gas, distribution,
transportation, medical, communications, high technology, biotechnology or any
other. Management's discretion is, as a practical matter, unlimited in the
selection of a combination candidate. Management of the Company will seek
combination candidates in the United States and other countries, as available
time and resources permit, through existing associations and by word of mouth.
This plan of operation has been adopted in order to attempt to create value for
the Company's shareholders. For further information on the Company's plan of
operation and business, please consult the Company's registration statement on
Form 10SB-12G available on the EDGAR system of the U.S. Securities and Exchange
Commission.

         The Company does not intend to do any product research or development.
The Company does not expect to buy or sell any real estate, plant or equipment
except as such a purchase might occur by way of a business combination that is
structured as an asset purchase, and no such asset

                                       9


<PAGE>

purchase currently is anticipated. Similarly, the Company does not expect to add
additional employees or any full-time employees except as a result of completing
a business combination, and any such employees likely will be persons already
then employed by the company acquired.

         The Company has not engaged in any negotiations with any specific
entity regarding the possibility of a business combination with the Company. The
Company has entered into an agreement with Capital Advisory Partners, LLC, a
shareholder of the Company, to supervise the search for target companies as
potential candidates for a business combination. The agreement will continue
until such time as the Company has effected a business combination. Capital
Advisory Partners, LLC has agreed to pay all expenses of the Company without
repayment until such time as a business combination is effected. Patricia A.
Meding, who is the sole officer and director of the Company, is the sole officer
and director and controlling shareholder of Capital Advisory Partners, LLC.

         Capital Advisory Partners, LLC may only locate potential target
companies for the Company and is not authorized to enter into any agreement with
a potential target company binding the Company. The Company's agreement with
Capital Advisory Partners, LLC is not exclusive and Capital Advisory Partners,
LLC has entered into agreements with other companies similar to the Company on
similar terms. Capital Advisory Partners, LLC may provide assistance to target
companies incident to and following a business combination, and receive payment
for such assistance from target companies.

         Capital Advisory Partners, LLC anticipates that it may seek to locate a
target company through solicitation. Such solicitation may include newspaper or
magazine advertisements, mailings and other distributions to law firms,
accounting firms, investment bankers, financial advisors and similar persons,
the use of one or more World Wide Web sites and similar methods. No estimate can
be made as to the number of persons who may be contacted or solicited. To date
Capital Advisory Partners, LLC has not made any solicitations, does not
anticipate that it will do so, and expects to rely on referrals from consultants
in the business and financial communities for referrals of potential target
companies.

         COMPETITION. The Company will be in direct competition with many
entities in its efforts to locate suitable business opportunities. Included in
the competition will be business development companies, venture capital
partnerships and corporations, small business investment companies, venture
capital affiliates of industrial and financial companies, broker- dealers and
investment bankers, management and management consultant firms and private
individual investors. Most of these entities will possess greater financial
resources and will be able to assume greater risks than those which the Company,
with its limited capital, could consider. Many of these competing entities will
also possess significantly greater experience and contacts than the Company's
Management. Moreover, the Company also will be competing with numerous other
blank check companies for such opportunities.

         EMPLOYEES. The Company has no employees nor are there any other persons
other than Ms. Meding who devote any time to its affairs. It is not expected
that the Company will have employees except as a result of completing a
combination.

RESULTS OF OPERATIONS

         During the nine and three months ended January 31, 2001, the Company
incurred a net loss of $54,242 and $1,068 respectively. This was due to
general and administrative expenses,

                                      10

<PAGE>

including professional fees, incurred by the Company in connection with its
formation, the filing of a registration statement on Form 10-SB and other
Filings under the Securities Exchange Act of 1934 (the "Exchange Act"). The
Company paid no rent or salaries and had no other operations during the
aforementioned periods or since inception.

LIQUIDITY and CAPITAL RESOURCES

         The Company had $400 cash on hand at the end of the quarter and had no
other assets to meet ongoing expenses or debts that may accumulate. Since
inception, the Company has accumulated a deficit (net loss) of $54,242.

         The Company has no commitment for any capital expenditure and
foresees none. However, the Company will incur routine fees and expenses
incident to its reporting duties as a public company, and it will incur
expenses in finding and investigating possible acquisitions and other fees
and expenses in the event it makes an acquisition or attempts but is unable
to complete an acquisition. The Company's cash requirements for the next
twelve months are relatively modest, principally accounting expenses and
other expenses relating to making filings required under the Exchange Act,
which should not exceed $10,000 in the next twelve months. Any travel, lodging
or other expenses which may arise related to finding, investigating and
attempting to complete a combination with one or more potential acquisitions
could also amount to thousands of dollars.

         The Company will only be able to pay its future debts and meet
operating expenses by raising additional funds, acquiring a profitable company
or otherwise generating positive cash flow. As a practical matter, the Company
is unlikely to generate positive cash flow by any means other than acquiring a
company with such cash flow. Capital Advisory Partners, LLC has agreed to pay
all expenses of the Company without repayment until such times as a business
combination is effected. However, it is not certain that Capital Advisory
Partners, LLC will be financially able to do so. The Company has no intention of
borrowing money to reimburse or pay salaries to any officer, director or
shareholder of the Company or their affiliates. There currently are no plans to
sell additional securities of the Company to raise capital, although sales of
securities may be necessary to obtain needed funds. The Securities and Exchange
Commission and certain states have enacted statutes, rules and regulations
limiting the sale of securities of blank check companies. The Company does not
plan to issue or sell any shares or take any efforts to cause a market to
develop in the Company's securities until such time as the Company has
successfully implemented its business plan and it is no longer classified as a
blank check company.

         Should Capital Advisory Partners, LLC or other shareholders refuse to
advance needed funds, however, the Company would be forced to turn to outside
parties to either loan money to the Company or buy the Company's securities.
There is no assurance that the Company will be able to raise necessary funds
from outside sources. Such a lack of funds could result in severe consequences
to the Company, including among others:

         (1) failure to make timely filings with the SEC as required by
         the Exchange Act;

         (2) curtailing or eliminating the Company's ability to locate
         and perform suitable investigations of potential acquisitions; or

         (3) inability to complete a desirable acquisition due to lack of funds
         to pay legal and accounting fees and acquisition-related expenses.


                                      11

<PAGE>


         The Company hopes to require potential candidate companies to deposit
funds with the Company that it can use to defray professional fees and travel,
lodging and other due diligence expenses incurred by the Company's management
related to finding and investigating a candidate company and negotiating and
consummating a business combination. There is no assurance that any potential
candidate will agree to make such a deposit.

CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

The statements contained in the section captioned Management's Discussion and
Analysis of Financial Condition and Results of Operations which are not
historical are "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements represent the
Company's present expectations or beliefs concerning future events. The Company
cautions that such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements.

                                      12

<PAGE>
                                     PART II
                                OTHER INFORMATION

ITEM 1 -  LEGAL PROCEEDINGS

                  None.

ITEM 2 - CHANGES IN SECURITIES

                  Effective January 11, 2001 , the Company's common stock was
subjected to a one-for-four reverse stock split. As a result, every four shares
of common stock that was outstanding was combined into one new share of common
stock. No change in the $.0001 par value resulted from the reverse stock split.

ITEM 3 - DEFAULT IN SENIOR SECURITIES

                  None.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  On December 21, 2000, the Company received unanimous written
consent from the holders of the outstanding shares of Common Stock (4,000,000
shares represented) in which the shareholders voted and approved certain actions
as follows:

         (i)      the adoption of an amendment to the Company's Certificate of
                  Incorporation to effectuate a reverse stock split of
                  one-for-four of the Company's outstanding stock, which the
                  board of directors authorized and effectuated in the best
                  interests of the Company and its shareholders; and

         (ii)     the authorization of the board of directors of the Company to
                  effectuate an Agreement and Plan of Merger (the "Merger
                  Agreement"), between the Corporation and iFARM Network Inc.,
                  ("iFARM") a Delaware corporation.

ITEM 5 - OTHER INFORMATION

                  None.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      See Exhibit List.
                  (b)      None.



                                        13

<PAGE>



                                   SIGNATURES


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


         CASTLE HILL ASSOCIATES, INC.


         By: /s/ Patricia Meding
            --------------------

         Patricia Meding
         President

         Date: March 21, 2001


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


<TABLE>
<CAPTION>
      Signature                  Position                       Date
<S>                              <C>                            <C>
By:/s/ Patricia Meding           President and Director         March 21, 2001
   -------------------


   Patricia Meding
</TABLE>



Exhibit Number    Description of Document
--------------    -----------------------

      3           Certificate of Amendment to Certificate of Incorporation


                                       14