U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB


X    Annual  report  pursuant  to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 31, 1999.

     Transition  report  pursuant  to section 13  or  15(d)  of  the  Securities
Exchange Act of 1934 for the transition period from  _____  to  ______         .


                                   __________


                         March Indy International, Inc.
             (Exact name of registrant as specified in its charter)

NEVADA                                                             88-0339817
(State or Other Jurisdiction of                                 (I.R.S. Employer
Incorporation or Organization)                            Identification Number)


                            400 North Federal Highway
                              Hallandale, FL 33309
              (Address of Principal Executive Offices and Zip Code)
                    Issuer's Telephone Number: (877) 996-2724

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.001 per share

Indicate by mark (X) whether the registrant  (1) has filed all reports  required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (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. YES  _ X _          NO ___

                                                (Cover page continued)

Indicate by mark (X) if disclosure of delinquent  filers pursuant to Item 405 of
Regulation S-B 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. [ ]

Issuer's revenues for its most recent fiscal year:  $0

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant,  based upon the closing price of the Common Stock on March 31, 2000:
$18,827,000.

Number of shares outstanding of each of the registrant's classes of common stock
as of March 31, 2000 :

Common Stock  10,998,775


DOCUMENTS INCORPORATED BY REFERENCE:

List hereunder the following documents if incorporated by reference and the Part
of the 10-KSB into which the document is incorporated.


                                      None
<PAGE>



                         MARCH INDY INTERNATIONAL, INC.
                         1999 FORM 10-KSB ANNUAL REPORT
                                Table of Contents

                                                                         Page

Trademarks/Definitions

PART I

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


PART II

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


PART III

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


PART IV

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



<PAGE>


TRADEMARKS/DEFINITIONS

"March", 3"March Racing",  "MarchRacing.com" and "March Indy" are trademarks and
service marks of March Indy  International,  Inc. All other trademarks,  service
marks or  tradenames  referred to in this Form 10-KSB are the  property of their
respective owners.  Except as otherwise required by the context,  all references
in this Form 10-KSB to (a) "we," "us," "our,"  "Company" or "March" refer to the
consolidated operations of March Indy International, Inc., a Nevada corporation,
and its  wholly-owned  subsidiary,  March Indy  International,  Inc., a Delaware
corporation,  (b) "you" refer to  prospective  investors in our common stock and
other  readers of this Form  10-KSB,  and (c) the "Web"  refer to the World Wide
Web.

PART I

Item 1:  Business

General

     The Company is a  development  stage  company  currently  in the process of
forming a motorsport  racing team to compete in the Indy Racing  League  ("IRL")
series  including  the  major  event  of  the  season  the   Indianapolis   500.
Underpinning  the  development  of  the  team's  formation  is  the  accumulated
knowledge  in  automotive   engineering   technology  and  on-track  competition
experience of the principal  directors.  The Company's racing team will serve as
the  foundation of a business  being  structured to capitalize on its brand name
through the  development  of an Internet  portal  encompassing  e-commerce,  B2B
applications and motorsport content creation.

     The Company intends to utilize its racing team as a platform to enhance and
develop its  branding  potential to attract  sponsorship  and  endorsements  and
marketing  of its  consumer  goods,  services,  fan club,  film and TV and video
products and technical products through the media including its Web site and the
Internet.  The Company is in the  development  stage,  and has not  produced any
revenue to date.

     The  Company's  "bricks  and clicks"  business  plan  incorporates  a three
pronged  approach  in  order  to  capture  a  significant  market  share  of the
automobile  sports  industry.  The  synergistic  structure  is  based on (1) the
Company's  establishment  of its brand name  through  its  aspiring to the upper
echelon of racing;  (2) vertical  integration,  through internal  development or
acquisitions of branded engineering and chassis products;  and (3) the continued
development of its planned  Internet portal to expand and benefit from promoting
and merchandising the March brand name.

The Company

     March Indy International,  Inc. (the "Company"), was incorporated as N.E.C.
Properties  Inc. in Nevada in 1995. In November,  1999, the Company  changed its
name to March Indy International,  Inc. after completing,  on November 10, 1999,
the acquisition of all of the common stock of March Indy International,  Inc., a
Delaware  corporation  ("March  Delaware").  The merger was  accounted  for as a
reverse  acquisition.  The Company exists  primarily as a stock holding company,
and  accordingly,  the operations  described in this document,  unless otherwise
specified,  are those of the subsidiary,  March Delware.  The Company intends to

                                       1
<PAGE>

engage in the business of designing, building and racing motor cars for Formula,
KART and Indy competition both in the United States and abroad. The Company also
plans to develop an Internet Web site in order to merchandise  products  related
to its racing efforts. The Company's product  merchandising efforts are intended
to be "track  side" on the Internet and in major  sports  shopping  venues.  The
Company was in the  development  stage as of December 31, 1999.  For  accounting
purposes,  the  acquisition  had been  treated as a reverse  acquisition  of the
Company by March Delaware.  The historical  statements presented herein prior to
November 10, 1999 are of the Nevada corporation.

     The operating subsidiary,  March Delaware was originally incorporated under
the laws of the State of  Delaware  on November  18,  1998.  On January 7, 1999,
assets consisting of trademarks,  trade names and other,  intellectual  property
rights, designs and technology were transferred by Thomas Megas and Peter Voller
in exchange for 100 percent of the stock in the Delaware corporation.  After the
November  10,  1999  reorganization,  March  Delaware  became  the  wholly-owned
subsidiary of the Company.

     The  Company  will  utilize  its racing  team as a platform  to enhance and
develop its  branding  potential to attract  sponsorship  and  endorsements  and
marketing  of its consumer  goods,  services,  fan clubs,  film and TV and video
products and technical products through the media including its Web site and the
internet.

     The   Company   has  the  benefit  of  the   technology,   experience   and
knowledge-base  of the original  March racing team which fielded cars and racing
teams which  during the 1970s and 1980s  achieved 58 outright  wins and over 120
second and third place  finishes in Indy  events,  with  drivers such as Emerson
Fittipaldi, Al Unser, Roger Penske, Paul Newman, Danny Sullivan, Mario Andretti,
A. J. Foyt and Rick Mears.  The original  March design  team,  of which  Company
director  Robin Herd was the head,  produced  in the  1970's and 1980's  Formula
(F1), F2, F3 Indy and land speed record cars as well as product for the European
space  program,  and has worked with and  designed  product for every major auto
manufacturer,  including  contract  work for  Porsche,  GM, Alfa  Romeo,  Honda,
Lamborghini, Volvo and McLaren. The Company believes that the brand and fan base
created  by the  original  March  continues  to  exist,  and is  targeted  to be
harnessed by the Company's strategic design.

     The Company  intends to race a team in the  Indianapolis  500 to be held in
May, 2000, which is a highly competitive event,  against  approximately 26 other
cars driven by many of the top race car drivers in the United States.  This race
is part of the IRL circuit which consists of 16 races annually and is considered
one  of the  most  prestigious  racing  circuits  as  well  as  one of the  most
publicized,  within the United States.  The Company intends to enter other races
in the IRL series during the year 2000. The Company  expects its racing cars and
team to become increasingly competitive as the number of races it hopes to enter
grows.

     The Company intends to increase the number of events entered and eventually
participate in all major open wheel events, in the United States.  including the
KART "Champ"  series.  The Company  also intends to enter  European and American
Sports  car series as well as  Formula 2 and 3 in  Europe.  All of their  racing
series  are  highly  competitive  and there  can be no  assurance  of  achieving
immediate success in such events.

                                       2
<PAGE>

The Motorsports Industry

     Auto  racing is the second  most  watched  professional  sport in the world
after  soccer.  In  1999,  auto  racing  has an  estimated  aggregate  worldwide
television audience of over seven billion people. In addition, professional auto
racing has been the fastest growing professional sport in North America over the
past five years based on spectator attendance and television viewership.

     Motorsport fans tend to be loyal to their favorite  driver or teams.  These
fans  offer   demographic   profiles,   which  attract   significant   corporate
sponsorship.  Corporate  sponsorships include (1) event sponsorship,  (2) racing
team  sponsorship and (3) broadcast  television  sponsorship.  British  American
Tobacco,  Budweiser,  DuPont, Federal Express,  Kellogg's Marlboro, Mc Donald's,
Miller  Brewing,  Motorola,  PPG  Industries,  Target  Stores,  Texaco/Havoline,
Valvoline  and Winston and several "dot com"  companies  each have  sponsored or
currently sponsor racing teams, series or events.

     Auto racing  consists  of several  distinct  categories,  each with its own
organizing  body and racing events.  Internationally,  open-wheel  racing is the
most   recognized   form  of  auto  racing.   Open-wheel   racing   utilizes  an
aerodynamically  designed chassis and technology  advanced  equipment.  The most
established  international  open-wheel  racing  series are  Formula One and KART
"Champ" Series. The IRL formed in 1995,  competes directly with the KART Series,
with an all-oval race schedule  including the Indianapolis 500. The largest auto
racing category in the United States, in terms of attendance and media exposure,
is stock car racing.  Stock car racing utilizes  equipment similar in appearance
to  standard  passenger  automobiles  and  races  are  typically  staged on oval
courses.  The most  prominent  organizing  body in stock car racing is  National
Association  of Stock Car Racing  ("NASCAR").  Sports car racing,  with  various
series  throughout the world,  includes several different  classifications.  The
most prominent  series are America LeMans Series (ALMS) founded in 1996 to bring
"LeMans style " racing to the United States.  The other main series in the U. S.
is Grand-Am  series,  which  includes the Daytona 24 hour. The other main series
which is based  predominantly  in Europe is the  Sports  Racing  World  Cup.  In
addition,  there are national GT series and the internationally renowned 24-Hour
race at LeMans.  The  Company  intends  to  compete in the IRL and KART  "Champ"
racing series.

Our Strategy

     The first and  foremost  element of the  Company's  strategy  is its racing
team,  beginning  with the  Indianapolis  500 to be held, May 26 through May 28,
2000. The Company also intends to compete in the European championship races and
is preparing to participate in Formula 3, the European  Championship  series and
select races.

     The second  element of the strategy  incorporates  the  application  of the
March brand to core engineering products such as chassis, gear boxes, composites
and design  solutions,  licensing of products  developed by the Company to other
businesses  and  manufacturers,  and the  provision of cars and chassis to other
racing  teams in other  formulas.  This  branding  program is also  proposed  to
include the  merchandising of consumer  products that benefit from the publicity
and cachet of the Company's track activity.

     The  third  element  of the  Company's  planned  strategy  incorporates  an
Internet web site  designed to develop and capture the synergy of a class brand.
The  Company's  development  of an  interactive  portal's  design is intended to
facilitate  and  expand  track side and  merchandising  activities  through  the
generation of e-commerce,  business-to-business applications and the creation of
media content,  while  incorporating  its participation in the world of high-end
auto racing.

                                       3

<PAGE>

     In order to be able to quickly  establish a racing team,  the  Company,  on
March 21, 2000, entered into an agreement with the Sinden Racing Team,  pursuant
to which the Company  will race a car owned by Sinden at the Indy 500.  Pursuant
to the  agreement,  the Company will pay Sinden  $500,000 for the use of the car
plus 20% of all revenue from sponsors  introduced to the Company by Sinden.  The
Company has engaged Guy Smith, a highly-regarded driver, as the Company's driver
for the Indy 500.

     The  Company's  sponsorship  marketing  efforts  to date  have  produced  a
corporate  sponsor in Zoom2net.com.  The Company's Web site,  merchandising  and
marketing efforts are intended to commence during the second quarter of 2000.

Competition

     The Company will face both  competition with other racing teams both on the
racing track and for  sponsorship  arrangements.  While the Company  expects its
main  source  of  revenue  will be from  sponsorship  arrangements  and from the
licensing of the "March  Indy" name,  rather than from prize money won at races,
it will be important for the Company's racing team to compete well against other
teams,  in order to establish the "March Indy" brand and to attract  sponsorship
arrangements. The Company will race a team in the Indianapolis 500 to be held in
May, 2000, which is a highly  competitive  event against  approximately 26 other
cars driven by many of the top race car drivers in the United States.  This race
is part of the IRL circuit consisting of 16 races annually and is considered one
of the most  prestigious  racing  circuits as well as one of the most publicized
within the United  States.  The Company  intends to enter other races in the IRL
series  during the year 2000.  The  Company  expects its racing cars and team to
become more competitive as the number of races it hopes to enter grows.

Marketing Strategy

     The Company's  marketing  strategy will be focused on optimizing  its track
side   merchandising   operations,   maximizing   its  exposure  in  the  media,
particularly  TV and the press and developing a highly  interactive fan oriented
web site  offering a menu of  services  and goods.  The Company has signed a two
year  agreement  with Gary M.  Reynolds &  Associates,  Inc.  ("GMR") to provide
structure and continuity for its track side event marketing operation.  GMR is a
division of the OMNICOM Group and a prominent  event sports  marketing firm. The
Company has signed an agreement with National Financial  Communications Corp. to
run its public relations efforts. The Company has entered into an agreement with
IMEDIA,  Inc. of  Morristown  NJ to manage part of its public  relations and Web
site design.  The Company has entered  into a  preliminary  five-year  strategic
alliance with  Zoom2Net.com to provide domestic  internet service provider (ISP)
services to its fans, scheduled to commence May 1, 2000. Under the terms of this
alliance,  March can expect to receive $3.10 per month per user  subscriber from
Zoom2Net.com as part of a marketing/sponsorship package.

Government Regulation

     The Company's cost of complying with  governmental  environmental  laws has
been negligible.

Employees

     As of December 31, 1999, the Company  employed three  full-time  equivalent
employees (FTE's) and three full time consultants.

     We believe  that the future  success of the Company  will depend in part on
our  continued  ability  to  attract,  integrate,  retain  and  motivate  highly
qualified technical and managerial personnel,  and upon the continued service of
our senior management and key technical personnel. The competition for qualified
personnel in our industry and geographic  location is intense,  and there can be
no assurance  that we will be successful in attracting,  integrating,  retaining
and  motivating  a  sufficient  number of  qualified  personnel  to conduct  our
business  in the  future.  From  time to time,  we may also  employ  independent
contractors  to support  our  research  and  development,  marketing,  sales and
support and administrative organizations. We have never had a work stoppage, and
no employees are represented under collective bargaining agreements. We consider
our relations with our employees to be good.

                                       4
<PAGE>

Subsidiaries

     The Company has two wholly-owned  subsidiaries,  March Indy  International,
Inc., a Delaware corporation and March Racing.com, Inc., a Florida corporation.


Forward-looking statements

     The Company or management may make or may have made certain forward-looking
statements,  orally or in writing, such as those within Management's  Discussion
and Analysis contained in its various SEC filings.  The Company wishes to ensure
that such statements are accompanied by meaningful cautionary statements,  so as
to ensure to the fullest  extent  possible  the  protections  of the safe harbor
established  in the  Private  Securities  Litigation  Reform  Act of 1995.  Such
statements  are  therefore  qualified in their  entirety by reference to and are
accompanied by the following  discussion of certain important factors that could
cause  actual  results  to  differ  materially  from  those  described  in  such
forward-looking statements.

     The Company  cautions  the reader that this list of factors is not intended
to be  exhaustive.  The Company  operates  in a  continually  changing  business
environment,  and new risk factors emerge from time to time.  Management  cannot
predict such factors,  nor can it assess the impact,  if any, of such factors on
the  Company's  business  or the extent to which any  factors  may cause  actual
results  to  differ  materially  from  those  described  in any  forward-looking
statement.  None of the Company's  forward-looking  statements  should be relied
upon as prediction of actual results.

     The Company faces risks and  uncertainties  that could render actual events
materially  different than those  described in our  forward-looking  statements.
These risks and uncertainties  include, but not limited to, the risk the Company
would not be able to fund its working  capital  needs from cash flows;  the risk
that the Company will not be able to raise money in  sufficient  amounts to fund
the  Company's  business  plan,  the risk that the Company  cannot  successfully
compete for sponsorship arrangements,  the risk that the Company's merchandising
and  marketing  efforts  will not  succeed  and the risk  that the  Company  may
experience  material  fluctuations in future revenues and operating results on a
quarterly or annual basis resulting from a number of factors,  including but not
limited to the risks discussed in the paragraph above.

Item 2:  Properties

     Beginning in April,  2000, our executive  offices will be located at 400 N.
Federal Highway,  Hallandale, Fl 33309, comprising of approximately 2,700 square
feet of office space.  These facilities are leased pursuant to a lease agreement
expiring in March 31, 2003.  The monthly  rent is $2,850.  We believe the leased
space will be adequate for our current needs.

Item 3:  Legal Proceedings

         None


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

     No matters were  submitted  to the  stockholders  in the fourth  quarter of
fiscal 1999.

                                       5

<PAGE>

PART II

Item 5:  Market for Registrant's Common Equity and Related Stockholder Matters

     As of March 31, 2000,  there were 215  stockholders of record.  The Company
believes that it has approximately 325 beneficial stockholders.

     The Company's  common stock trades on the NASD's Over the Counter  Bulletin
("OTCBB") Board under the symbol: INDQ.

     Prior to the November, 1999 acquisition,  the Company's stock was minimally
traded.  The following table sets forth the range of high and low bid prices per
share of common  stock for the last two  fiscal  years as  provided  by  Prophet
Information  Services,  Inc. The  quotations  shown below  reflect  inter-dealer
prices,  without  mark-up,  mark-down or commissions  and may not present actual
transactions.


Quarter ended:                               Common stock
                                            Low         High

December 31, 1999                           $3 7/8       $7
September 30, 1999                          n/a          n/a
June 30, 1999                               n/a          n/a
March 31, 1999                              n/a          n/a
December 31, 1998                           n/a          n/a
September 30, 1998                          n/a          n/a
June 30, 1998                               n/a          n/a
March 31, 1998                              n/a          n/a

     The Company has  applied for listing on the  Frankfurt  Exchange in Germany
where the "March" racing brand and name is recognized. There can be no assurance
that the Company  will be able to achieve  having its common stock listed on the
Frankfurt Exchange.

     The Company has never declared,  nor has it paid, any cash dividends on its
Common Stock. The Company currently  intends to retain its earnings,  if any, to
finance future growth and does not  anticipate  paying any cash dividends on its
Common Stock in the foreseeable future.

Item 6:  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

RESULTS OF OPERATIONS

     The  following   discussion   should  be  read  in  conjunction   with  the
consolidated  financial  statements and related notes included elsewhere herein.
Historical results and percentage  relationships are not necessarily  indicative
of the operating  results for any future period.

     The following  table sets forth certain data derived from the  consolidated
statements of operations,  expressed as a percentage of net revenues for each of
the years in the three-year period ended December 31, 1999.

                                 For the Year Ended       From November 24, 1998
                                                             (inception)
                                  December 31, 1999       to December 31, 1999
                                 -------------------      ----------------------
Development  Stage Revenues             $0                      $0
Development Stage Expenses              (157,000)               (157,000)
Deficit Accumulated During
Development Stage                       (157,000)               (157,000)

Development Stage Revenues

     The  Company's  operations  have been  devoted  primarily  to  developing a
business plan,  acquiring its March  subsidiary,  developing its racing team and
administrative   functions.   The  Company  intends  to  grow  through  internal
development and strategic  alliances.  The ability of the Company to achieve its
business objectives is contingent upon its success in raising additional capital
until adequate revenues are realized from operations.

                                       6

<PAGE>

Development Stage Expenses

     The Company's  development  stage  expenses were $157,000 from November 24,
1998 (inception) to December 31, 1999. The expenses  incurred were primarily due
to various  consulting,  managerial and professional  services in pursuit of the
Company's  objectives.

Future  Financing

     The Company is preparing  for a private  offering of common shares in order
to raise  $7,500,000.  If fully  subscribed,  this  would  fund a four race Indy
program,  corporate  operations,  strategic marketing and the development of its
Web site. The Company has no assurances at this time as to the funding and there
are no assurances that if the funding is obtained that  additional  funding will
not be necessary. Furthermore, the Company's cash flow through operations are of
strategic importance,  and although substantial planning and processes have been
designed  and  structured,  there are no  assurances  as to the  ability  of the
Company to generate sufficient cash flow from operations. As of the date of this
Form 10-KSB, no money has been raised in this private offering.Item 7: Financial
StatementsIndex  to

                                       7

<PAGE>

Item  7:  Financial  Statements



                         MARCH INDY INTERNATIONAL, INC.
                        formerly N.E.C. Properties, Inc.
                          (A DEVELOPMENT STAGE COMPANY)



                          INDEX TO FINANCIAL STATEMENTS





  Independent Auditors' Report                                      F-2

  Balance Sheet                                                     F-3

  Statements of Operations                                          F-4

  Statements of Shareholders' Equity                                F-5

  Statements of Cash Flows                                          F-6

  Notes to Financial Statements                               F-7 - F-9





<PAGE>
                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors
March Indy International, Inc.

         We have audited the  accompanying  consolidated  balance sheet of March
Indy  International,  Inc. (A Development  Stage  Enterprise) as of December 31,
1999,  and  the  related  consolidated  statements  of  operations,  changes  in
shareholders'  equity and cash flows for the years ended  December  31, 1999 and
1998 and from  November  24,  1998  (Inception)  to  December  31,  1999.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

         We conducted our audit in accordance with generally  accepted  auditing
standards.  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 audit provides a reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material  respects,  the financial position of March Indy
International Inc. (A Development Stage Enterprise) as of December 31, 1999, and
the consolidated results of its operations and its cash flows for the year ended
December 31, 1999 and 1998,  and for the period  November  24, 1998  (Inception)
through  December 31, 1999, in conformity  with  generally  accepted  accounting
principles.

The  accompanying  financial  statements  have been  prepare  assuming  that the
Company  will  continue  as a going  concern.  The  Company  incurred  losses of
$157,000 for the year ended December 31, 1999.  Additionally,  the Company had a
working  capital  deficiency of $55,000 at December 31, 1999.  These  conditions
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  Management's plans with respect to these matters are also described in
Note 2 to the financial statements. The accompanying financial statements do not
include  any  adjustments  that might  result  should  the  Company be unable to
continue as a going concern.




                                          /s/ Feldman Sherb Horowitz & Co., P.C.
                                              Feldman Sherb Horowitz & Co., P.C.
                                              Certified Public Accountants

New York, New York
March 28, 2000

                                      F-2
<PAGE>

                         MARCH INDY INTERNATIONAL, INC.
                        formerly N.E.C. Properties, Inc.
                          (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEET
                               December 31, 1999



                                     ASSETS

CURRENT ASSETS - Cash                                   $        200

EQUIPMENT                                                    330,400

INTANGIBLE ASSETS                                          2,791,428
                                                          -----------
                                                        $  3,122,028
                                                          ===========


                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES - Accrued expenses                  $     55,000
                                                          -----------
SHAREHOLDERS' EQUITY:
  Common Stock, $.001 par value;
   authorized 50,000,000 shares;
   10,998,775 shares issued and
   outstanding                                                10,999
  Additional paid in capital                               3,213,029
  Deficit accumulated in the development stage              (157,000)
                                                          -----------
          TOTAL SHAREHOLDERS' EQUITY                       3,067,028
                                                          -----------
                                                       $   3,122,028
                                                          ===========









                       See notes to financial statements

                                      F-3
<PAGE>

                         MARCH INDY INTERNATIONAL, INC.
                        formerly N.E.C. Properties, Inc.
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF OPERATIONS



                                          Year ended          November 24, 1998
                                          December 31,            (Inception)
                                             1999           to December 31, 1999


REVENUES                                   $       -         $           -

COSTS AND EXPENSES:
  General and administrative                 157,000               157,000
                                           ---------             ---------
NET LOSS                                   $(157,000)        $    (157,000)
                                           ===========           =========

BASIC AND DILUTED LOSS
      PER SHARE                            $   (0.01)        $       (0.01)
                                           ===========           ==========
WEIGHTED AVERAGE SHARES
      OUTSTANDING                          10,998,775            10,998,775
                                           ===========           ==========




The Company was  inactive  from  November 24, 1998  (Inception)  to December 31,
1998. Accordingly, no operating results are presented.








                       See notes to financial statements

                                      F-4
<PAGE>

                         MARCH INDY INTERNATIONAL, INC.
                        formerly N.E.C. Properties, Inc.
                          (A DEVELOPMENT STAGE COMPANY)

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                                                         Deficit
                                                                                                       Accumulated
                                              Common Stock, $.001 Par Value        Additional             in the
                                                 Shares            Amount       Paid-in Capital     Development Stage

Balance, November 24, 1998 (Inception),
<S>                                                <C>         <C>            <C>                 <C>
      as reported                                  3,292,200   $    3,292     $             -     $               -

Acquisition of March Indy Internationl, Inc.       7,706,575        7,707           3,111,029                     -

BALANCE, December 31, 1998, restated              10,998,775       10,999           3,111,029                     -

Cancellation of debt by shareholders                       -            -             102,000                     -

Net loss                                                   -            -                   -              (157,000)
                                                  -----------   ------------     ------------    -------------------
BALANCE, December 31, 1999                        10,998,775   $   10,999     $     3,213,029  $           (157,000)
                                                  ===========   ============    =============    ===================
</TABLE>
















                       See notes to financial statements

                                      F-5
<PAGE>

                         MARCH INDY INTERNATIONAL, INC.
                        formerly N.E.C. Properties, Inc.
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>


                                                        Year ended         Nov. 24, 1998        Nov. 24, 1998
                                                       December 31,         (Inception)          (Inception)
                                                           1999           to Dec. 31, 1998     to Dec. 31, 1999


CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                    <C>                 <C>                     <C>
      Net loss                                         $(157,000)          $    --                 $(157,000)
      Cancellation of shareholder debt
                                                         102,000                --                   102,000
      Changes in assets and liabilities:
            Accrued expenses                              55,000                --                    55,000
                                                        ---------            ---------              ---------

NET INCREASE  IN CASH FLOWS
     FROM OPERATING ACTIVITIES                                --                --                        --
                                                        ---------            ---------              ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Issuance of common stock and loans                      --               200                       200
                                                        ---------            ---------              ---------

NET INCREASE IN CASH FLOWS
     FINANCING ACTIVITIES
                                                              --               200                       200
                                                        ---------            ---------              ---------
CASH - Beginning of period
                                                            200                 --                        --
                                                        ---------            ---------              ---------
CASH - End of period
                                                       $    200            $   200                 $     200
                                                        =========            =========              =========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
      INFORMATION:

      No cash payments were made for income taxes or
      interest during each of the above periods.

      Non-cash investing and financing activities

      Contribution by shareholders of operating
          assets for common stock
                   Equipment                          $  330,400            $    --               $  330,400

                   Intangible assets                   2,791,428                 --                2,791,428
                                                       ---------            ---------              ---------
                                                      $3,121,828            $    --               $3,121,828
                                                       ==========           =========              =========

</TABLE>








                       See notes to financial statements

                                      F-6
<PAGE>



                         MARCH INDY INTERNATIONAL, INC.
                         ------------------------------
                        formerly N.E.C. Properties, Inc.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1999 AND 1998



1.THE COMPANY

          March Indy  International,  Inc. (the "Company"),  was incorporated in
     Delaware  on  November  24,  1998.  The  Company  intends  to engage in the
     business of designing, building and racing motor cars for formula, cart and
     Indy  competition  both in the United  States and abroad.  The Company also
     plans to  develop an  internet  website  in order to  merchandise  products
     related to its racing efforts.  March Indy's product  merchandising efforts
     are  intended  to be "track"  side,  on the  internet  and in major  sports
     shopping  venues.  The Company was in the development  stage at December 31
     1999.

2.GOING CONCERN

          The accompanying financial statements have been prepared assuming that
     the Company will continue as a going concern.  The Company  incurred a loss
     of $157,000 for the year ended December 31, 1999. Additionally, the Company
     had a net working capital deficiency of $55,000 for the year ended December
     31, 1999.  These  conditions  raise  substantial  doubt about the Company's
     ability to continue as a going concern.  Management's  plan with respect to
     these matters include  restructuring its existing debt,  raising additional
     capital  through  future  issuances of stock and  debentures and ultimately
     developing a viable business.  The accompanying financial statements do not
     include  any  adjustments  that might be  necessary  should the  Company be
     unable to continue as a going concern.

3.SIGNIFICANT ACCOUNTING POLICIES

a.        Use  of  Estimates  -  The  preparation  of  financial  statements  in
     conformity  with  generally   accepted   accounting   principles   requires
     management  to make  estimates  and  assumptions  that  affect the  amounts
     reported in the financial  statements and  disclosure of contingent  assets
     and  liabilities  at the date of the financial  statements.  Actual results
     could differ from these estimates.

b.        Income  Taxes - Income  taxes are  accounted  for under  Statement  of
     Financial  Accounting  Standards No. 109,  "Accounting  for Income  Taxes",
     which is an asset and liability  approach that requires the  recognition of
     deferred  tax  assets  and   liabilities   for  the  expected   future  tax
     consequences of events that have been recognized in the Company's financial
     statements or tax returns.


                                      F-7
<PAGE>



c.        Fair Value of  Financial  Instruments  - The  carrying  amounts of the
     assets and liabilities reported in the balance sheet approximate their fair
     market value based on the short-term maturity of these instruments.

4.CONTRIBUTION OF OPERATING ASSETS

          On   January   7,  1999,   Messrs.   Voller  and  Megas,   controlling
     shareholders,  transferred  their  ownership  interests  in certain  names,
     brands,  designs and slot rights  pertaining  to the building and racing of
     motor cars in exchange for all of the outstanding  pre-merger shares of the
     Company's common stock.  Additionally,  the transfer included a two wheeled
     "Super  Bike"  capable of speeds up to 200 miles per hour which is intended
     to be entered in competitive racing events. The assets are reflected in the
     financial  statements at the  shareholders'  basis which,  at September 30,
     1999,  were as  follows:  equipment  ("Super-Bike")  $330,400;  intangibles
     consisting of brands, designs and slot rights $2,791,428.  Depreciation and
     amortization charges will commence when the Company becomes operational.

5.RECAPITALIZATION (REVERSE ACQUISITION)

          On November 10,  1999,  N.E.C.  Properties,  Inc.  ("NECD"),  a public
     company,  incorporated in Nevada, acquired all of the Company's outstanding
     shares  in  exchange  for  7,706,575  shares  of  NECD  common  stock.  For
     accounting purposes, the acquisition has been treated as a recapitalization
     of the Company with the Company as the acquirer.  The historical  financial
     statements  prior to  November  10,  1999 are  those of the  Company.  NECD
     concurrently  effected  a  1.77  to  one  forward  stock  split,  which  is
     retroactively reflected in the financial statements.

6.CONSULTING AGREEMENT

          The  Company  is  obligated  under  consulting  agreements  with three
     individuals  commencing  June 1, 2000 and  expiring  in the year 2008.  The
     consultants will receive combined  aggregate  annual  compensation  ranging
     from $500,000 in year one to $1,250,000 in year eight.









                                      F-8
<PAGE>


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

         None

                                    PART III

Item 9:  Directors and Executive Officers of the Registrant

     The following table sets forth the names and positions of our directors and
executive officers:

NAME                          AGE              POSITION
-------------------------     ---              ---------------------------------
Robin Herd                    60               Chairman of the Board
Thomas Megas                  56               President, CEO, Director
Marina Puig                   50               Secretary, Treasurer, Director
Martin Duffy                  55               Director
Damian Manestar               42               Director
Stefan Johansson              43               Director

     The following sets forth biographical  information concerning our directors
and executive officers for at least the past five years:

     Robin Herd - Mr. Herd has been  Chairman of the Board of the Company  since
inception.  Prior to his  involvement  with the Company,  from 1990 to 1999, Mr.
Herd established  RHL, a company,  which provided  consulting,  and training for
Formula  One-race car drivers.  In 1970,  Mr. Herd founded the original  "MARCH"
team,  which won numerous Indy and European  championships  as well as capturing
the  Oldsmobile  land speed record in 1987 with A.J. Foyt. Mr. Herd is noted for
his racing car designs as well as having designed the "Wings of the Concord" for
which he was awarded Britain's highest design award, the Edinburgh Design Trophy
in 1985. Mr. Herd was also awarded  "Commander of the British Empire (C.B.E.) by
Queen Elizabeth in 1985 and was nominated for the Satellite Sports Oscar in 1993
for Eurosport Indy Series 1993. Mr. Herd earned his  Engineering  Degree in 1961
from St. Peters College at Oxford University.

     Thomas  Megas -Mr.  Megas is one of the  founders  of the  Company  and has
served  as  President,  Chief  Executive  Officer  and a member  of the Board of
Directors  since  inception.  From 1992 to 1998, Mr. Megas served as Director of
March Europe and as  consultant  to companies in the design and  development  of
racing cars in Formula  One and other  Formula One  competitors.  Mr.  Megas has
previously   been  involved  in  hotel  ownership  and  commercial  real  estate
development  in Europe from 1991 to 1999.  Mr. Megas earned his B.A. from London
University in 1962 in Banking and Finance and his M.B.A. from the Wharton School
of the University of Pennsylvania in 1969.

     Stefan  Johansson - Mr.  Johansson was appointed a Director and Director of
Racing in January 2000. For over two decades,  Mr. Johansson has been one of the
top racing drivers in the world of international  motorsports and has driven for

                                       8

<PAGE>

some of the most prestigious teams and manufacturers including Ferrari, McLaren,
Porsche,  Mercedes,  Toyota, Nissan and Mazda. Mr. Johansson has been successful
in Formula One, Indy Cars and LeMans-style  sports cars; with recent wins in the
12 hours of Sebring  (Ferrari)  in 1997 and in 1999 the  24-Hours  of LeMans for
Porsche.

     Marina Puig - Ms.  Puig has served as a Director  of the Company  since its
inception.  From 1989 to 1992,  Ms. Puig served as a Director of March Racing in
the United  Kingdom,  which was involved in  motorsport  racing,  designing  and
building  Formula  one race  chassis  and  race  cars  for the top  Formula  One
competitors. Prior to her involvement in the racing industry, she was a race car
enthusiast  and  professional  homemaker.  Ms. Puig received a B.A. in Education
from Harrow College of Further Education in 1970 and an M.A. degree from Hendron
College of  Technology  in 1972.

     Martin Duffy - Mr. Duffy has been  involved in auto racing  chassis  design
and  construction  since 1992 when he became a Director  of March,  Europe.  Mr.
Duffy is a banker  by  profession  and from  1990 to 1995 was a  Director  of RA
Coleman  International,  an  investment-banking  group in the U.K.  From 1961 to
1981,  Mr. Duffy served as Bank Manager and  Financial  Consultant  for National
Westminster Bank PLC. Mr. Duffy completed his education in Banking with National
Westminster Bank in 1960.

     Damian  Manestar - Mr.  Manestar  has been a Director of the Company  since
January,  2000 and since 1980 has been President and Chief Operating  Officer of
Manester Enterprises,  Ltd. which designs and develops sports complexes,  sports
and fitness centers and facilities.  Mr. Manester  attended the Zagreb Institute
of Further Education in Yugoslavia in 1997 and has attended various seminars and
monitored  courses in EC.

Item  10:  Executive  Compensation

     Thomas  Megas,  the President  and Chief  Executive  Officer of the Company
received no compensation during 1999.

     There were no salaries  paid to any  executives  of the  Company  earned in
excess of  $100,000 in salary and bonus for  services  rendered to us during the
year ended December 31, 1999:

     No options were granted to any executives during 1999.

     The Company, during 1999, executed employment agreements with the
following executives:

     Robin Herd - a three (3) year employment agreement,  which is extendable by
the parties for an additional two (2) year term and then additional one (1) year
terms  thereafter with  compensation to begin June 1, 2000 at a rate of $250,000
per year,  to be increased  by $50,000  after the first year,  by an  additional
$100,000  after the second year, by an  additional  $100,00 after the third year
and ten percent (10%) per year increases thereafter.  Pursuant to the agreement,
Robin Herd is to be granted options to purchase 400,000 shares of

                                       9

<PAGE>

common stock,  at a price of one ($1.00) dollar per share,  such options to vest
as  follows:  100,000 to vest on June 1, 2000,  50,000 to vest on  November  30,
2000,  50,000 to vest on May 31,  2000,  50,000 to vest on November 30, 2001 and
150,000  to vest on May 31,  2002.

     Thomas Megas - a three (3) year employment  agreement,  which is extendable
by the parties for an additional  two (2) year term and then  additional one (1)
year  terms  thereafter  with  compensation  to begin  June 1, 2000 at a rate of
$250,000 to be  increased  by $125,000  after the first year,  by an  additional
$225,000 after the second year and after the third year by ten percent (10%) per
year increases thereafter. Pursuant to the agreement, Mr. Megas is to be granted
options to purchase  400,000  shares of common stock,  at a price of one ($1.00)
dollar per share,  such  options to vest as follows:  100,000 to vest on June 1,
2000,  50,000 to vest on  November  30,  2000,  50,000 to vest on May 31,  2000,
50,000 to vest on November 30, 2001 and 150,000 to vest on May 31, 2002.

     Stefan Johansson - a four (4) year employment  agreement with  compensation
to begin June 1, 2000 at a rate of $125,000  in the first year,  $175,000 in the
second year,  $200,000 in the third year, $250,000 in the fourth and fifth years
and a ten percent  (10%)  increase for any years  thereafter.  In addition,  Mr.
Johansson  is  entitled  to certain  commissions  on the sales of  sponsorships.
Pursuant to the agreement.  Mr.  Johansson is to be granted  options to purchase
150,000 shares of common stock, at a price of one ($1.00) dollar per share, such
options to vest as  follows:  25,000 to vest on June 1, 2000,  25,000 to vest on
November  30, 2000,  25,000 to vest on May 31, 2000,  25,000 to vest on November
30,  2001 and 50,000 to vest on May 31,  2002.

Item  11:  Security  Ownership  of Certain  Beneficial  Owners and Management

     The  following  table  shows all  persons  known to the  Company  to be the
beneficial owner of more than five percent of the Company's common stock.

Nameand Address              Amount and Nature             Percent
of Beneficial Owner       of Beneficial Ownership          of Class

Directors and Officers

Tom   Megas                      2,200,453                  20.84%
Officer  and Director

Robin Herd                       1,400,882                  13.27%
Officer and Director

Stefan Johansson                   300,000                   2.84%
Director

Marina Puig                        235,000                   2.23%
Secretary, Treasurer
and Director

                                       10

<PAGE>

Damian Manestar                    300,000                   2.84%
Director

Martin Duffy                       100,000                   0.95%
Director

All  Directors and
Executive  Officers
as a Group                       4,536,335                  42.96%

Other Shareholders
of 5% or More

Stewart  Sytner                    859,046                   8.14%

All Directors and
Executives Officers
and 5% Shareholdersas
a Group                          5,395,381                  51.09%

Item 12:  Certain  Relationships  and Related Transactions

     On January 7, 1999, assets consisting of trademarks, trade names and other,
intellectual property rights,  designs and technology were transferred by Thomas
Megas and Peter  Voller in  exchange  for 100 percent of the stock in March Indy
International,  Inc. (Delaware).  Prior to the November 10, 1999 reorganization,
Peter Voller sold his interest in March Indy  International,  Inc. (Delaware) to
various other individuals.

     On November 10, 1999, the Company acquired all of the outstanding shares of
March Indy International,  Inc. (Delaware),  in exchange for 7,706,575 shares of
the Company's common stock.

PART IV

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

(a)  The  following  documents  are filed as a part of this Report:

1. Financial Statements

The following  consolidated  financial  statements of March Indy  International,
Inc., and subsidiaries, and the Independent Auditors' Report issued thereon, are
incorporated by reference in Part II, Item 7:

                                       11

<PAGE>

Independent Auditors'  Report.

Consolidated  Balance Sheets, as of December 31, 1999 and  1998.

Consolidated  Statements of Operations,  for each of the years in the three-year
period ended December 31, 1999.

Consolidated  Statements of Stockholders'  Equity,  for each of the years in the
three-year period ended December 31 1999.

Consolidated  Statements of Cash Flows,  for each of the years in the three-year
period ended December 31, 1999.

Notes to Consolidated  Financial Statements.

2.Exhibits

     The following  exhibits are filed as part of, or  incorporated by reference
into, this Report:

2(a) Agreement and Plan of Reorganization  dated October 25, 1999 by and between
     N.E.C.  Properties,  Inc.,  March Indy  International,  Inc., Tom Megas and
     Peter Voller.**

3(a) Certificate of Incorporation*

3(b) Amendment  dated  November  11,  1999,  to  Certificate  of Incorporation*

3(c) By-Laws of Registrant.*

4(a) Form of Stock  Certificate*

10(a)Agreement and Plan of Reorganization  dated October 25, 1999 by and between
     N.E.C.  Properties,  Inc.,  March Indy  International,  Inc., Tom Megas and
     Peter Voller.*

10(b)Employment Agreement with Thomas Megas*

10(c)Employment Agreement with Stefan Johansonn*

10(d)Employment Agreement with Robin Herd*

10(f)Agreement with  Zoom2Net.com.  Inc.*

10(g)Agreement  with Gary M.  Reynolds & Associates, Inc*

10(h)Agreement  with  IMEDIA,  Inc.*

10(i)Agreement  with  Sinden  Racing Team*

21.  Subsidiaries  of the  Registrant

27.  Financial Data Schedule - for SEC filing  only

* To be filed by  amendment.

** Incorporated  into this Report by reference to the  Registrant's  Form 10-QSB
for the period ended September 30, 1999.

                                       12

<PAGE>

SIGNATURES

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

    MARCH INDY  INTERNATIONAL,  INC.
    (Registrant)

    /s/ Thomas Megas
    By___________________________
    (Thomas Megas,  President,  CEO and Director)

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated below.

Signature                Title                            Date


/s/ Thomas Megas   President, CEO and                   4/12/00
    ------------   Director
    (Thomas Megas)

/s/ Robin Herd     Director                             4/12/00
    ------------
   (Robin Herd)

/s/ Marina Puig   Secretary, Treasurer,                 4/12/00
    ------------  and Director
   (Marina Puig)

                                       13

<PAGE>

/s/ Martin Duffy    Director                              4/12/00
    ------------
   (Martin Duffy)

/s/ Damian Manestar Director                              4/12/00
    ------------
    (Damian Manestar)

/s/ Stefan Johansson Director                             4/12/00
    ------------
   (Stefan Johansson)


                                       14
<PAGE>

EXHIBIT INDEX

2(a) Agreement and Plan of Reorganization  dated October 25, 1999 by and between
     N.E.C.  Properties,  Inc.,  March Indy  International,  Inc., Tom Megas and
     Peter Voller.**

3(a) Certificate of Incorporation*

3(b) Amendment dated November 11, 1999, to Certificate of Incorporation*

3(c) By-Laws of Registrant.*

4(a) Form of Stock Certificate*

10(a)Agreement and Plan of Reorganization  dated October 25, 1999 by and between
     N.E.C.  Properties,  Inc.,  March Indy  International,  Inc., Tom Megas and
     Peter Voller.*

10(b)Employment Agreement with Thomas Megas*

10(c)Employment Agreement with Stefan Johansonn*10(d)  Employment Agreement with
     Robin Herd*

10(f)Agreement with Zoom2Net.com. Inc.*

10(g)Agreement  with Gary M. Reynolds &  Associates,  Inc*10(h)  Agreement  with
     IMEDIA, Inc.*

10(i)Agreement with Sinden Racing Team*

21.  Subsidiaries of the Registrant

27.  Financial Data Schedule - for SEC filing only

* To be filed by amendment.

** Incorporated  into  this  Report by reference to the Registrant's Form 10-QSB
   for the period ended September 30, 1999.