SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

  X    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
-----
           EXCHANGE ACT OF 1934

For the Fiscal year ended November 30, 1999

       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
-----
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ______________

Commission file number: 0-25591

                            STATESIDE FUNDINGS, INC.
             (Exact Name of Registrant as Specified in its Charter)

         DELAWARE                                           11-3462369
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation of Organization)                              Identification No.)

1040 East 22nd Street, Brooklyn, New York                          11210
(Address of Principal Executive Offices)                          (Zip Code)

Registrant's Telephone Number, Including Area Code (718) 692-2743

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

                                                Name of each exchange
Title of each class                             on which registered
-------------------                             -------------------

--------------------------------                ------------------------------

--------------------------------                ------------------------------

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

                                  Common Stock
--------------------------------------------------------------------------------
                                (Title of class)

--------------------------------------------------------------------------------
                                (Title of class)

Indicate by check mark 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 ____


<PAGE>



State the aggregate  market value of the voting stock held by non- affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold,  or the average bid and asked  prices of such
stock, as of a specified date within 60 days prior to the date of filings.  (See
definition of affiliate in Rule 405).

The  aggregate  market value of the voting stock held by non-  affiliates of the
registrant is $_______.

Note:  If a  determination  as to  whether a  particular  person or entity is an
affiliate cannot be made without involving  unreasonable effort and expense, the
aggregate  market  value  of the  common  stock  held by  non-affiliates  may be
calculated  on the basis of  assumptions  reasonable  under  the  circumstances,
provided that the assumptions are set forth in this form.

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Indicate  by check mark  whether  the issuer  has filed all  documents  and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

Yes ____            No  ____


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.

Common Stock, $.0001 par value                         5,000,000
------------------------------                         ---------
      (Title of Class)                           (Shares outstanding at
                                                    November 30, 1999)



<PAGE>


                            STATESIDE FUNDINGS, INC.
                                    FORM 10-K
                      FOR THE YEAR ENDED NOVEMBER 30, 1999

                                     INDEX                             Page

PART I

Item 1              Business                                    1

Item 2              Properties                                  1

Item 3              Legal Proceedings                           1

Item 4              Submission of Matters to a Vote of
                    Security Holders                            1

PART II

Item 5              Market for the Registrant's Securities
                    and Related Stockholder Matters             1

Item 6              Selected Financial Data                     2

Item 7              Management's Discussion and Analysis
                    of Financial Condition and Results
                    of Operations                               2

Item 8              Financial Statements and Supplementary
                    Data                                        2

Item 9              Disagreements on Accounting and
                    Financial Disclosure                        2
PART III

Item 10             Directors and Executive Officers
                    of the Registrant                           2

Item 11             Executive Compensation                      3

Item 12             Security Ownership of Certain Beneficial
                    Owners and Management                       3

Item 13             Certain Relationships and Related
                    Transactions                                4

PART IV

Item 14             Exhibits, Financial Statement, Schedules
                    and Reports on Form 8-K                      4

Signatures                                                      11



<PAGE>



                                     PART 1


Item 1. Business

     The Company was incorporated on December 19, 1997 in the State of Delaware.
     The  Company  was  formed to engage in any  lawful  corporate  undertaking,
     including  but not limited to,  selected  mergers and  acquisitions.  As of
     November  30,  1999,  the  Company  has  no  plan,   proposal,   agreement,
     understanding or arrangement to acquire or merge with any specific business
     or company.


Item 2. Properties

     The Company at present has no real  property and maintains an office at the
     office of its  President,  Nachum  Blumenfrucht,  at 1040 East 22nd Street,
     Brooklyn, New York 11210, at no cost to the Company.


Item 3. Legal Proceedings

     None


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

     None


                                     PART II


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

     There is no  established  public  trading  market for the Company's  Common
     Stock.

     Number of Shareholders - 3



                                        1

<PAGE>



Item 6. Selected Financial Data

                                                          Nov. 30        Nov. 30
                                                            1999           1998
                                                          -------         ------

Income from Operations                                   $    0           $    0
Total Current Assets                                      1,350            1,500
Other Assets                                                320              400
Total Assets                                              1,670            1,900
Total Current Liabilities                                   400              400
Total Stockholders Equity                                 1,270            1,500


Item 7. Management's Discussion and Analysis of Results of Operations

     At November 30, 1999,  the  Company's  current  assets  amounted to $1,350,
     while current liabilities amounted to $400. In addition, organization costs
     amounted to $320.


Item 8. Financial Statements

     Attached


Item 9. Disagreements on Accounting and Financial Disclosures

     None


                                    PART III

Item 10. Directors and Executive Officers

     The Company has one Director and Officer as follows:

Name                           Age               Positions and Offices Held
----                           ---               --------------------------

Nachum Blumenfrucht            43                President, Secretary,
                                                 Treasurer and Director

     Nachum  Blumenfrucht,  CPA, MBA (age 43), received a Bachelor of Science in
Accounting   from  Brooklyn   College  in  1978,   and  a  Masters  in  Business
Administration  from Bernard Baruch  College in 1981.  From 1984 to the present,
Mr.  Blumenfrucht  has been  self-employed  as a New York State certified public
accountant.  Mr. Blumenfrucht has been a member of the New York State Society of
CPA's since 1981.




                                        2

<PAGE>



Item 11.          Executive compensation

The Company's  sole officer and director does not receive any  compensation  for
his services rendered to the Company,  nor has he received such compensations in
the past.

There is no employment agreement  contemplated for the services of the Company's
sole officer and director nor current  intentions to compensate  the officer and
director in the future.


Item 12. Management's Remuneration and Transactions

     a.   Security Ownership of Certain Beneficial Owners

     The following  table sets forth the number and  percentage,  as of November
30, 1999 of the Company's Common Shares owned of record and beneficially by each
person  owning  more  than 5% of such  Common  Shares  and by all  officers  and
directors, as a group. Each of these persons may be deemed a parent and promoter
as those terms are defined in the Act.

<TABLE>
<CAPTION>
                          Name of                    Amount & Nature
                          Beneficial                 of Beneficial             Percentage
Title of Class            Owner                      Ownership                 of Class
--------------            -----                      ---------                 --------
<S>                       <C>                        <C>                       <C>
Common                    Nachum Blumenfrucht        4,100,000                 82%
                          Amy Lau                      450,000                  9%
                          Barbara R. Mittman           450,000                  9%


     b.   Security Ownership of Management

                          Nachum Blumenfrucht        4,100,000                 82%
                          Amy Lau                      450,000                  9%
                          Barbara R. Mittman           450,000                  9%

                          All Officers and
                          Directors as a
                          Group (1) as of
                          November 30, 1999          4,100,000                 82%
</TABLE>



                                        3

<PAGE>


Item 13. Certain Relationships and Related Transactions

     None


                                     PART IV


Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K

     None



                                        4


<PAGE>

                                    DON FUCHS
                           Certified Public Accountant
                                370 Brook Avenue
                            Passaic, New Jersey 07055
                                 (973) 777-9895

                REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

The Board of Directors
Stateside Fundings, Inc.
1040 East 22nd Street
Brooklyn, New York 11210

Gentlemen:

     I have audited the accompanying  balance sheet of Stateside Fundings,  Inc.
(a development stage company) as of November 30, 1999 and November 30, 1998, and
the related  Statements  of Cash Flows,  and  Stockholders'  Equity for the year
ended November 30, 1999 and the period December 19, 1997 (inception) to November
30, 1998.  These financial  statements are the  responsibility  of the Company's
management.  My  responsibility  is to express  an  opinion  on these  financial
statements based on my audit.

     I  conducted  my audit  in  accordance  with  generally  accepted  auditing
standards.  These standards  require that I 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.
I believe that my audit provides a reasonable basis for my opinion.

     In my opinion,  the financial  statements referred to above present fairly,
in all material respects, the financial position of Stateside Fundings,  Inc. as
of November 30, 1999 and November 30, 1998,  and the  Statements  of Cash Flows,
and  Stockholders'  Equity for the year ended  November  30, 1999 and the period
December 19, 1997 (inception) to November 30, 1998, in conformity with generally
accepted accounting principles.

     The accompanying  financial statements have been prepared assuming that the
Company will continue as a going  concern.  The Company is a  development  stage
company,  and has no income since inception which raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to this
matter, specifically the proposed public offering, are also described in Note 4.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.

       DON FUCHS
CERTIFIED PUBLIC ACCOUNTANT

January 27, 1999


<PAGE>


                            STATESIDE FUNDINGS, INC.
                          (A development stage company)
                                  BALANCE SHEET

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                      November        November
                                                                                      30, 1999        30, 1998
                                                                                      --------        --------
<S>                                                                                   <C>              <C>
Current Assets:
         Cash                                                                         $ 1,350          $ 1,500
                                                                                      -------          -------

         Total Current Assets                                                         $ 1,350            1,500
                                                                                      -------          -------

Other Assets - Note 2:
  Organization Costs - Net of Amortization                                                320              400
                                                                                      -------          -------

         Total Other Assets                                                               320              400
                                                                                      -------          -------

         TOTAL ASSETS                                                                 $ 1,670          $ 1,900
                                                                                      -------          -------

                      LIABILITIES AND STOCKHOLDER'S EQUITY

Current Liabilities:
  Accrued Expenses                                                                    $   400          $   400
                                                                                      -------          -------

         TOTAL CURRENT LIABILITIES                                                        400              400
                                                                                      -------          -------

Stockholder's Equity - Notes 3 and 4:

Common  Stock,  par  value  $.0001;   authorized  50,000,000
shares, issued and outstanding 5,000,000 shares November 30,
1999 and November 30, 1998                                                                 500              500

  Preferred Stock, par value $.0001; authorized
  10,000,000 shares, none issued and outstanding                                            0                0

  Additional Paid-In Capital                                                            2,073            1,000

  Retained Earnings                                                                    (1,303)               0
                                                                                      -------          -------

         TOTAL STOCKHOLDER'S EQUITY                                                     1,270            1,500
                                                                                      -------          -------

         TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                   $ 1,670          $ 1,900
                                                                                      -------          -------
</TABLE>

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


<PAGE>


                            STATESIDE FUNDINGS, INC.
                          (A development stage company)

                        STATEMENT OF STOCKHOLDERS' EQUITY

                            FOR THE PERIODS INDICATED

<TABLE>
<CAPTION>

                                                                                                                            Total
                                                                               Stock        Additional      Retained        Stock
                                                              Common           Issued       Paid-In         Earnings        Holders
                                                              Shares           Amount       Capital         (Deficit)       Equity
                                                              ----------------------------------------------------------------------
<S>                                                           <C>              <C>          <C>             <C>             <C>
Issuance of Common Shares
on December 19, 1997 at Par
Value ($.0001 per share)
For Cash                                                      5,000,000        $     500    $ 1,000                         $ 1,500

Net Loss For Year
Ended November 30, 1998                                                                                     $     0               0
                                                              ----------------------------------------------------------------------
                                                                                                                                  0

Balance - November 30,
1998                                                          5,000,000              500      1,000               0           1,500


Deferred Offering Costs Charged
Against Additional Paid-In Capital                                                             (927)                           (927)


Additional Paid-In Capital
Contributed by Officer -
October, 1999                                                                                 2,000                           2,000


Net Loss For Year Ended
November 30, 1999                                                                                            (1,303)         (1,303)

                                                              ----------------------------------------------------------------------
Balance - November 30,
1999                                                          5,000,000        $     500    $ 2,073         $(1,303)        $ 1,270
                                                              ----------------------------------------------------------------------
</TABLE>


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


<PAGE>


                            STATESIDE FUNDINGS, INC.
                          (A development stage company)

                             STATEMENT OF CASH FLOWS

                               FOR THE YEARS ENDED

<TABLE>
<CAPTION>
                                                                  November               November
                                                                  30, 1999               30, 1998
                                                                  -------                --------
<S>                                                               <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                                        $(1,303)               $     0
  Adjustments to Reconcile Net Loss to net cash used
  by operating activities
  Non-cash items included:
         Amortization                                                  80                      0

CHANGES IN ASSETS AND LIABILITIES:

  Organization Expenses                                                 0                   (400)
  Accrued Expenses                                                      0                    400
                                                                  -------                -------

Cash Provided (Used) in Operations                                 (1,223)                     0

CASH FLOWS FROM FINANCING ACTIVITIES:

  Issuance of Common Stock for Cash                                     0                  1,500
  Additional Paid-In Capital Contributed by Officer                 2,000                      0
  Write Off of Deferred Offering Costs Against Capital               (927)                     0
                                                                  -------                -------

Total Cash Provided From Financing Activities                       1,073                  1,500
                                                                  -------                -------

NET INCREASE (DECREASE) IN CASH                                      (150)                 1,500

CASH AT BEGINNING OF PERIOD                                         1,500                      0
                                                                  -------                -------

CASH AT END OF PERIOD                                             $ 1,350                $ 1,500
                                                                  -------                -------
</TABLE>


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


<PAGE>


                            STATESIDE FUNDINGS, INC.
                          (A development stage company)

                          NOTES TO FINANCIAL STATEMENTS

                                NOVEMBER 30, 1999

NOTE 1 - BASIS OF PRESENTATION

     Stateside  Fundings,  Inc.  was  organized  under  the laws of the State of
Delaware  on December  19,  1997 and has  adopted a fiscal year ending  November
30th. The Company is considered a development stage company.

NOTE 2 - ORGANIZATION COSTS

     Expenses incurred in connection with the formation of the Company have been
capitalized  and  are  being  amortized  over a  period  of  five  years  on the
straight-line method. The asset is shown net of amortization.

NOTE 3 - ADDITIONAL PAID-IN-CAPITAL

     The  President  has advanced  additional  paid-in-capital  in the amount of
$2,000 to fund the operations.

NOTE 4 - CAPITALIZATION

     The Company is  authorized  to issue  50,000,000  common  shares with a par
value of $.0001, and 10,000,000 blank check preferred shares with a par value of
$.0001.  On December 1, 1997, the Company issued a total of 5,000,000  shares of
its  common  stock to three  individuals,  for a total  consideration  of $1,500
($.0003 per share).

NOTE 5 - CONFLICTS OF INTEREST

     Certain  conflicts  of interest  have  existed  and will  continue to exist
between  management,  their  affiliates and the Company.  Management  have other
interests  including  business  interests  to which they  devote  their  primary
attention.  Management  may  continue  to do so  notwithstanding  the fact  that
management  time  should  be  devoted  to the  business  of the  Company  and in
addition,  management  may negotiate an  acquisition  resulting in a conflict of
interest and possibly, a breach of directors' duty of loyalty to the Company.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

     Pursuant to oral agreement,  the Company  currently  utilizes the office of
its sole officer and director,  Nachum  Blumenfrucht,  at 1040 East 22nd Street,
Brooklyn, New York 11210, rent-free.


<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.


                                          STATESIDE FUNDINGS, INC.
                                          -------------------------------
                                          (Registrant)


                                          By:   /s/ Nachum Blumenfrucht
                                                --------------------------------
                                                Nachum Blumenfrucht
                                                President, Secretary-Treasurer
                                                and Director

                                          Date: January 28, 2000


     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 indicates.



                                          By:   /s/ Nachum Blumenfrucht
                                                --------------------------------
                                                Nachum Blumenfrucht
                                                President, Secretary-Treasurer
                                                and Director

                                          Date: January 28, 2000