<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB

                   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                    FOR THE FISCAL YEAR ENDED APRIL 30, 2001

                TRANSACTION REPORT UNDER SECTION 13 OR 15(d) OF
                THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM
               _______________________ TO _______________________
                             COMMISSION FILE NUMBER

                        FREEMAN TECHNOLOGIES CORPORATION

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                           13-4116848
--------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION       COMMISSION FILE           (IRS EMPLOYER
      OF INCORPORATION)                  NO.              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) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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.

           Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

           As of August 1, 2001, the aggregate market value of the voting and
non-voting common equity held by non-affiliates of the Registrant was $0.

           At August 1, 2001, there were issued and outstanding 4,000,000 shares
of Common Stock, par value $0.0001.


<PAGE>   2


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

Background

Freeman Technologies Corporation (the "Company") is a Delaware corporation
formed on April 12, 2000. Its principal place of business is located at 50
Broadway, Suite 2300, New York, New York 10004. The Company was organized to
engage in any lawful corporate business, including but not limited to,
participating in mergers with and acquisitions of other companies. The Company
has been in the developmental stage since inception and has no operating history
other than organizational matters. The company has no operations and in
accordance with Statement of Financial Accounting Standards #7, is considered a
development stage company. All shareholders have held their stock since the
Company's inception. The primary activity of the Company currently involves
seeking a company or companies that it can acquire or with whom it can merge.
The Company has not selected any company as an acquisition target or merger
partner and does not intend to limit potential candidates to any particular
field or industry, but does retain the right to limit candidates, if it so
chooses, to a particular field or industry. The Company's plans are in the
conceptual stage only. As such, the Company can be defined as a "shell" company,
whose sole purpose at this time is to locate and consummate a merger or
acquisition with a private entity. The proposed business activities described
herein classify the Company as a "blank check" company. 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 the Company's
securities until such time as the Company has successfully implemented its
business plan.

Business of Issuer

The Company's plan is to seek, investigate, and if such investigation warrants,
acquire an interest in one or more business opportunities presented to it by
persons or firms desiring the perceived advantages of a publicly held
corporation. At this time, the Company has no plan, proposal, agreement,
understanding, or arrangement to acquire or merge with any specific business or
company, and the Company has not identified any specific business or company for
investigation and evaluation. No member of Management or any promoter of the
Company, or an affiliate of either, has had any material discussions with any
other company with respect to any acquisition of that company. The Company will
not restrict its search to any specific business, industry, or geographical
location, and may participate in business ventures of virtually any kind or
nature. Discussion of the proposed business under this caption is purposefully
general and is not meant to restrict the Company's virtually unlimited
discretion to search for and enter into a business combination. The Company may
seek a combination with a firm which only recently commenced operations, or a
developing company in need of additional funds to expand into new products or
markets or seeking to develop a new product or service, or an established
business which may be experiencing financial or operating difficulties and needs
additional capital which is perceived to be easier to raise by a public company.
In some instances, a business opportunity may involve acquiring or merging with
a corporation which does not need substantial additional cash but which desires
to establish a public trading market for its common stock. The Company may
purchase assets and establish wholly-owned subsidiaries in various businesses or
purchase existing businesses as subsidiaries. Selecting a business opportunity
will be complex and extremely risky. Because of 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
benefits of a publicly-traded corporation. Such perceived benefits of a publicly
traded corporation may include facilitating or improving the terms on which
additional equity financing may be


                                       1
<PAGE>   3

sought, providing liquidity for the principals of a business, creating a means
for providing incentive stock options or similar benefits to key employees,
providing liquidity (subject to restrictions of applicable statues) for all
shareholders, and other items. Potentially available 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 such
business opportunities extremely difficult and complex.

ITEM 2.    DESCRIPTION OF PROPERTY

           The Company does not own real property nor does it hold any lease or
other real property interest.


ITEM 3.    LEGAL PROCEEDINGS

           The Company is not a party to any material pending legal proceedings
and has no knowledge that any such proceedings are threatened.

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

     During the fourth quarter of calendar year 2000, no matters were submitted
to a vote of the security holders of the Registrant.


                                    PART II.


Item 5. Market for Common Equity and Related Stockholder Matters

           The Company intends to seek the assistance of a market maker to
initiate a quotation of its securities on the OTC Bulletin Board. To date, there
has been no trading market for the Company's securities.

           All of the Company's 4,000,000 issued and outstanding shares of
common stock are considered "restricted securities" and in the future, may be
sold only in compliance with Rule 144 or in an exempt transaction under the Act
unless registered under the Act.

           Holders

           As of July 31, 2001, the number of holders of record of common stock,
was five (5).

           Dividend Policy

           The Company does not anticipate paying any cash dividends on its
common stock in the foreseeable future because it intends to retain its earnings
to finance the expansion of its business. Thereafter, the declaration of
dividends will be determined by the Board of Directors in light of conditions
then existing, including, without limitation, the Company's financial condition,
capital requirements and business condition.

ITEM 6.    MANAGEMENT'S 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
         Freeman Technologies Corporation (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.

                                       2
<PAGE>   4
         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 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.

                                       3

<PAGE>   5
RESULTS OF OPERATIONS

         During the fiscal year ended April 30, 2001, the Company
incurred a net loss of $56,356. This was due to
general and administrative expenses, including professional fees, incurred by
the Company in connection with its formation, the filing of a registration
statement on Form 10-SB and 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 period or since inception.

LIQUIDITY and CAPITAL RESOURCES

         The Company had no 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 $56,356.

         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.

         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
                                       4
<PAGE>   6
ITEM 7.    FINANCIAL STATEMENTS



                        FREEMAN TECHNOLOGIES CORPORATION
                          (A Development Stage Company)




                                    I N D E X

<TABLE>
<CAPTION>
                                                                                               PAGE
                                                                                               ----
<S>                                                                                              <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                                         6

BALANCE SHEET
    APRIL 30, 2001                                                                               7

STATEMENTS OF OPERATIONS
    YEAR ENDED APRIL 30, 2001 AND PERIODS FROM APRIL 12, 2000
    (DATE OF INCEPTION) TO APRIL 30, 2000 AND 2001                                               8

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
    YEAR ENDED APRIL 30, 2001 AND PERIODS FROM APRIL 12, 2000
    (DATE OF INCEPTION) TO APRIL 30, 2000 AND 2001                                               9

STATEMENTS OF CASH FLOWS
    YEAR ENDED APRIL 30, 2001 AND PERIODS FROM APRIL 12, 2000
    (DATE OF INCEPTION) TO APRIL 30, 2000 AND 2001                                              10

NOTES TO FINANCIAL STATEMENTS                                                                11-14
</TABLE>



                                      * * *

<PAGE>   7




                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Board of Directors and Stockholders
Freeman Technologies Corporation


We have audited the accompanying balance sheet of FREEMAN TECHNOLOGIES
CORPORATION (A Development Stage Company) as of April 30, 2001, and the related
statements of operations, changes in stockholders' equity (deficiency) and cash
flows for the periods from April 12, 2000 (date of inception) to April 30, 2000
and 2001. 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 audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and 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 audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Freeman Technologies
Corporation as of April 30, 2001, and its results of operations and cash flows
for the year ended April 30, 2001 and the periods from April 12, 2000 (date of
inception) to April 30, 2000 and 2001, in conformity with accounting principles
generally accepted in the United States of America.




Roseland, New Jersey                                  J.H. Cohn LLP
August 6, 2001

                                       6
<PAGE>   8
                        FREEMAN TECHNOLOGIES CORPORATION
                          (A Development Stage Company)

                                  BALANCE SHEET
                                 APRIL 30, 2001




                                     ASSETS
<TABLE>
<S>                                                                                      <C>
Current assets - cash                                                                    $     -
                                                                                         ============


                          LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                          ----------------------------------------

Liabilities - accounts payable                                                               $  1,466
                                                                                             --------

Stockholders' deficiency:
   Preferred stock, $.0001 par value; 20,000,000 shares
      authorized; none issued
   Common stock, $.0001 par value; 100,000,000 shares
      authorized; 4,000,000 issued and outstanding                                                400
   Additional paid-in capital                                                                  54,490
   Deficit accumulated during the development stage                                           (56,356)
                                                                                             --------
         Total stockholders' deficiency                                                        (1,466)
                                                                                            ---------

         Total                                                                           $     -
                                                                                         ============
</TABLE>


See Notes to Financial Statements.


                                       7
<PAGE>   9

                        FREEMAN TECHNOLOGIES CORPORATION
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS
                   YEAR ENDED APRIL 30, 2001 AND PERIODS FROM
          APRIL 12, 2000 (DATE OF INCEPTION) TO APRIL 30, 2000 AND 2001



<TABLE>
<CAPTION>
                                                                                            Periods
                                                                                              from
                                                                                            April 12,
                                                                               Year          2000 to
                                                                               Ended        April 30,
                                                                              April 30,     2000 and
                                                                               2001            2001
                                                                            -----------    -----------
<S>                                                                       <C>            <C>
Revenues                                                                  $      -         $   -

General and administrative expenses                                              56,356       56,356
                                                                              ---------    ---------

Net loss                                                                       $(56,356)    $(56,356)
                                                                               ========     ========


Basic net loss per common share                                                   $(.01)
                                                                                  =====


Basic weighted average common shares outstanding                              4,000,000
                                                                              =========
</TABLE>






See Notes to Financial Statements.

                                       8
<PAGE>   10
                        FREEMAN TECHNOLOGIES CORPORATION
                          (A Development Stage Company)

           STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
            YEAR ENDED APRIL 30, 2001 AND PERIODS FROM APRIL 12, 2000
                 (DATE OF INCEPTION) TO APRIL 30, 2000 AND 2001


<TABLE>
<CAPTION>

                                                                                 Deficit
                                                                               Accumulated
                                                                     Additional During the
                                Preferred Stock      Common Stock     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                                          4,000,000    400                             400
                               --------  -------- ---------   ----      ------- ---------  ----------

Balance, April 30, 2000             -        -    4,000,000    400        -          -         400

Capital contribution                                                    54,490              54,490

Net loss                                                                          (56,356)  (56,356)
                               --------  -------- ---------   ----      ------- ---------  ----------

Balance, April 30, 2001             -    $   -    4,000,000   $400     $54,490   $(56,356) $ (1,466)
                                =======  ======== =========   ====     =======   ========  ========
</TABLE>





See Notes to Financial Statements.

                                       9
<PAGE>   11
                        FREEMAN TECHNOLOGIES CORPORATION
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
            YEAR ENDED APRIL 30, 2001 AND PERIODS FROM APRIL 12, 2000
                 (DATE OF INCEPTION) TO APRIL 30, 2000 and 2001




<TABLE>
<CAPTION>
                                                                                 Period      Period
                                                                                  from        from
                                                                      Year      April 12,   April 12,
                                                                     Ended       2000 to    2000 to
                                                                    April 30,   April 30,  April 30,
                                                                      2001        2000        2001
                                                                    -------     ---------  ----------
<S>                                                               <C>           <C>        <C>
Operating activities:
    Net loss                                                        $(56,356)               $(56,356)
    Expenses paid by stockholder                                      54,490                  54,490
    Accounts payable                                                   1,466                   1,466
                                                                  ----------              ----------
       Net cash used in operating activities                            (400)                   (400)

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

Net increase (decrease) in cash                                         (400)       400            -

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

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




See Notes to Financial Statements.

                                       10
<PAGE>   12
                        FREEMAN TECHNOLOGIES CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                          (A Development Stage Company)

Note 1 - Operations and business risk factors:
             Freeman Technologies Corporation (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.

             The Company had not conducted any commercial operations through
             April 30, 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.

                                       11
<PAGE>   13
                        FREEMAN TECHNOLOGIES CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                          (A Development Stage Company)


Note 2 - Summary of significant accounting policies:
           Use of estimates:
                 The preparation of financial statements requires management to
                 make estimates and assumptions that affect certain reported
                 amounts and disclosures. Accordingly, actual results could
                 differ from those estimates.

             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 statements of operations because the Company
                 did not have any potentially dilutive common shares outstanding
                 during the year ended April 30, 2001 and the periods from April
                 12, 2000 (date of inception) through April 30, 2000 and 2001.

             Income taxes:
                 The Company accounts for income taxes pursuant to the asset and
                 liability method which requires deferred income tax assets and
                 liabilities to be computed for temporary differences between
                 the financial statement and tax bases of assets and liabilities
                 that will result in taxable or deductible amounts in the future
                 based on enacted tax laws and rates applicable to the periods
                 in which the differences are expected to affect taxable income.
                 Valuation allowances are established when necessary to reduce
                 deferred tax assets to the amount expected to be realized. The
                 income tax provision or credit is the tax payable or refundable
                 for the period plus or minus the change during the period in
                 deferred tax assets and liabilities.


Note 3 - 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, during the year ended April
             30, 2001, CAP incurred expenses on behalf of the Company totaling
             $54,490 (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.

                                       12
<PAGE>   14
                        FREEMAN TECHNOLOGIES CORPORATION
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS



Note 3 - Related party transactions (concluded):
             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 April 30, 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.


Note 4 - Preferred stock:
            Shares of the Company's preferred stock have not been issued as of
            April 30, 2001. Under the Company's Articles of Incorporation, the
            Board of Directors, within certain limitations and restrictions, can
            fix or alter preferred stock dividend rights, dividend rates,
            conversion rights, voting rights and terms of redemption including
            price and liquidation preferences. As of April 30, 2001, the Board
            of Directors has not yet fixed any terms to the preferred stock.


Note 5 - Income taxes:
            As of April 30, 2001, the Company had net operating loss
            carryforwards of approximately $56,000 available to reduce future
            Federal and state taxable income which will expire at various dates
            through 2021. The Company had no material temporary differences as
            of that date. Due to the uncertainties related to, among other
            things, the future changes in the ownership of the Company, which
            could subject those loss carryforwards to substantial annual
            limitations, and the extent and timing of its future taxable income,
            the Company offset the deferred tax assets attributable to the
            potential benefits of approximately $22,400 related to the net
            operating loss carryforwards by an equivalent valuation allowance as
            of April 30, 2001.

                                       13
<PAGE>   15
                        FREEMAN TECHNOLOGIES CORPORATION
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS



Note 6 - Fair value of financial statements:
            The Company's financial instruments at April 30, 2001 for which
            disclosure of estimated fair value is required by certain accounting
            standards consisted of accounts payable. In the opinion of
            management accounts payable were carried at fair value because of
            its liquidity and short-term maturity.



                                      * * *


                                       14
<PAGE>   16
ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE

           Not applicable.




                                    PART III


ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
           COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

     Our executive officers and directors and their ages as of July 31, 2001 are
as follows:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------

Name                   Age            Title
----                   ---            -----
<S>                    <C>            <C>
Patricia Meding        53             Director and Chairman of the Board of Directors,
                                      President and Chief Executive Officer
--------------------------------------------------------------------------------------
</TABLE>

     All directors of Freeman Technologies Corporation hold office until the
next annual meeting of shareholders or until their successors are elected and
qualified. At present, Freeman Technologies' Bylaws provide for not less than
one director nor more than fifteen. Currently, there is one directors of Freeman
Technologies. The Bylaws permit the Board of Directors to fill any vacancy and
such director may serve until the next annual meting of shareholders or until
his successor is elected and qualified. Officers serve at the discretion of the
Board of Directors.

PATRICIA MEDING. Ms. Meding has been Director of the Company since April 11,
2000. Since 1986, Ms. Meding has been Chairman and a Director of MarketView
Financial Group,Inc., a privately-held merchant/investment banking firm, and its
predecessor company, Charles W. McLaughlin, Inc. Ms. Meding is a co-founder,
principal and Chairman of Forte Communications, Inc., a full-service media
consulting company founded in 1991. Ms. Meding is a co-founder, officer and
director of Capital

                                       15
<PAGE>   17

Advisory Partners, LLC, a privately-held, Atlanta-based venture capital firm
organized in January 1999. Ms. Meding is a co-founder, officer and director of
Capstone Financial Management, LLC, a privately-held, Atlanta-based full-service
financial management firm organized in May 1999. From 1990 to 1994, she was the
founder of Meding Associates, Inc., which provided consulting services primarily
to American Diversified Enterprises, Inc., a privately-held, family-owned
company. Ms. Meding graduated from Marymount Manhattan College with B.A. in 1975
and graduated from New York University Bellevue School of Nursing in 1968. Ms.
Meding will devote time to the business of the Company on an "as-needed"
basis, which is expected to require 5-10 hours per month.

     Ms. Meding is the sole officer and director of the Company and the
beneficial owner of one of the Company's shareholders, Capital Advisory
Partners, LLC. The Company has no employees nor are there any other persons than
Ms. Meding who devote any of their time to its affairs. All references herein to
management of the Company are to Ms. Meding. The inability at any time of Ms.
Meding to devote sufficient attention to the Company could have a material
adverse impact on its operations.

ITEM 10.   EXECUTIVE COMPENSATION

     Ms. Meding does not receive any compensation for her services rendered to
the Company, nor has she received such compensation in the past. Ms. Meding has
agreed to act without compensation until authorized by the Board of Directors,
which is not expected to occur until the Company has generated revenues from
operations after consummation of a merger or acquisition. To date, the Company
has no funds available to pay directors. Further, none of the directors are
accruing any compensation pursuant to any agreement with the Company. It is
possible that, after the Company successfully consummates a merger or
acquisition with an unaffiliated entity, that entity may desire to employ or
retain one or more members of the Company's management for the purposes of
providing services to the surviving entity, or otherwise provide other
compensation to such persons. However, the Company has adopted a policy whereby
the offer of any post-transaction remuneration to members of management will not
be a consideration in the Company's decision to undertake any proposed
transaction.

     It is possible that persons associated with management may refer a
prospective merger or acquisition candidate to the Company. In the event the
Company consummates a transaction with any entity referred by associates of
management, it is possible that such an 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 the Company as part of
the terms of the proposed transaction, or will be in the form of cash
consideration. However, if such compensation is in the form of cash, such
payment will be tendered by the acquisition or merger candidate, because the
Company has insufficient cash available. The amount of such 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. No member of
management of the Company will receive any finders fee, either directly or
indirectly, as a result of their respective efforts to implement the Company's
business plan outlined herein. Persons "associated" with management is meant to
refer to persons with whom management may have had other business dealings, but
who are not affiliated with or relatives of management. No retirement, pension,
profit sharing, stock option or insurance programs or other similar programs
have been adopted by the Company for the benefit of its employees.

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.


                                       16
<PAGE>   18


     The following table sets forth the name and address of each officer and
director of the Company and each person who owns beneficially more than five
percent of the Common Stock of the Company, and the number of shares owned by
each such person and by all officers and directors as a group:

<TABLE>
<CAPTION>
Name, Title and Address                   Title of Class
-----------------------                   --------------                  Shares Beneficially
of beneficial owners                                                    Owned Prior to Offering
--------------------                                                    ------------------------
                                                                         Number       Percent
---------------------------------------------------------------------------------------------------
<S>                                       <C>                           <C>             <C>
Patricia Meding                           Common Stock                  800,000(1)      20 %
CEO, President
and Director
50 Broadway, Suite 2300
New York, NY 10004
---------------------------------------------------------------------------------------------------
All officers and directors
as a group                                Common Stock                  800,000         20 %

---------------------------------------------------------------------------------------------------
Capital Advisory Partners, LLC (2)        Common Stock                  800,000         20 %
50 Broadway, Suite 2300
New York, NY 10004
---------------------------------------------------------------------------------------------------
Kilkenny Group, LLC (3)                   Common Stock                  800,000         20 %
420 E. 79th Street
New York, NY 10021
---------------------------------------------------------------------------------------------------
Rathgar LLC(4)                            Common Stock                  800,000         20 %
215 Forest Haven Drive
Slingerlands, NY 12159
---------------------------------------------------------------------------------------------------
Finglass LLC(5)                           Common Stock                  800,000         20 %
6 E. 43rd St., 25th FL
New York, NY 10017
---------------------------------------------------------------------------------------------------
Monkstown LLC(6)                          Common Stock                  800,000         20%
404 Crabapple Springs Court
Woodstock, GA 30188
---------------------------------------------------------------------------------------------------
</TABLE>

(1) Represents shares held by Capital Advisory Partners, LLC. See footnote (2)
    below.

(2) Ms. Meding is the Managing Member of Capital Advisory Partners, LLC.

(3) Ms. Judith Adler is the Managing Member of Kilkenny Group, LLC.

(4) Dr. Stuart Erner is the Managing Member of Rathgar LLC.

(5) Irwin Goodman is the Managing Member of Finglass LLC.

(6) Benjamin Giacchino is the Managing Member of Monkstown LLC.

ITEM 12    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The proposed business activities described herein classify the Company as a
"blank check" company. 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 the Company's securities until such time as the Company has
successfully

                                       17
<PAGE>   19

implemented its business plan described herein. Accordingly, each shareholder of
the Company has executed and delivered a "lock-up" letter agreement, affirming
that they shall not sell their respective shares of the Company's common stock
until such time as the Company has successfully consummated a merger or
acquisition and the Company is no longer classified as a "blank check" company.
In order to provide further assurances that no trading will occur in the
Company's securities until a merger or acquisition has been consummated, each
shareholder has agreed to place his/her respective stock certificate with the
Company's legal counsel, who will not release these respective certificates
until such time as legal counsel has confirmed that a merger or acquisition has
been successfully consummated. However, while management believes that the
procedures established to preclude any sale of the Company's securities prior to
closing of a merger or acquisition will be sufficient, there can be no
assurances that the procedures established herein will unequivocally limit any
shareholder's ability to sell their respective securities before such closing.

ITEM 13    EXHIBITS AND REPORTS ON FORM 8-K

(a)

Exhibits
--------
Number           Description of Document
------           -----------------------

3.1              Certificate of Incorporation dated April 11, 2000(1)

3.2              Bylaws(1)

3.3              Amendment No. 1 to the By-Laws(1)

10.1             Agreement with Capital Advisory Partners, LLC(1)

10.2             Lock up agreements(1)

---------------------------------
(1) Filed as part of the Company's Registration Statement on Form 10-SB, filed
May 18, 2000.


(b) During the fourth quarter of the fiscal year ended April 30, 2001 the
Company did not file any Reports on Form 8-K.


                                       18
<PAGE>   20


                                   SIGNATURES

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

Freeman Technologies Corporation

By:  /s/Patricia Meding
   ---------------------------------------
Patricia Meding, President, CEO & Director
Dated: August 14, 2001


                                       19