SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[X] Annual  Report  Pursuant  to  Section  13 or
         15(d) of the Securities Exchange Act of 1934

[ ] Transitional Report Under Section 13 or 15(d) of the
         Securities Exchange Act of 1934

                   For the fiscal year ended December 31, 1999

                           Commission File No. 0-25329

                              N.T. PROPERTIES, INC.
                              ---------------------
                 (Name of small business issuer in its charter)

                      ------------------------------------
                     (Former name of small business issuer)

            Nevada                                             33-0838073
            ------                                             ----------
(State or other jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

                              6 Venture, Suite 207
                                Irvine, CA 92618
                                 (949) 453-9262
                                 --------------
        (Address, including zip code and telephone number, including area
                    code, of registrant's executive offices)

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

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

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

Check  whether the issuer (1) 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 Company was  required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.
                                  Yes X   No
                                     ---    ---

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will 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. x
                          (Continued on Following Page)


<PAGE>



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

State the  aggregate  market value of the voting  stock held by  non-affiliates,
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 the past 60
days: As of December 31, 1999:
$0.

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable date: As of December 31, 1999, there were
500,000 shares of the Company's common stock issued and outstanding.

Documents Incorporated by Reference: None

                 This Form 10-KSB consists of Thirty Two Pages.
                  Exhibit Index is Located at Page Twenty Nine.



                                                                               2

<PAGE>



                                TABLE OF CONTENTS

                            FORM 10-KSB ANNUAL REPORT

                              N.T. PROPERTIES, INC.

                                                              PAGE

Facing Page
Index
PART I
Item 1.   Description of Business.........................       4
Item 2.   Description of Property.........................      13
Item 3.   Legal Proceedings...............................      14
Item 4.   Submission of Matters to a Vote of
               Security Holders...........................      14

PART II
Item 5.   Market for the Registrant's Common Equity
               and Related Stockholder Matters............      14
Item 6.   Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations.................................      15
Item 7.   Financial Statements............................      16
Item 8.   Changes in and Disagreements on Accounting
               and Financial Disclosure...................      25


PART III
Item 9.   Directors, Executive Officers, Promoters
               and Control Persons; Compliance with
               Section 16(a) of the Exchange Act..........      25
Item 10.  Executive Compensation..........................      27
Item 11.  Security Ownership of Certain Beneficial
               Owners and Management......................      28
Item 12.  Certain Relationships and Related
               Transactions...............................      28

PART IV
Item 13.  Exhibits and Reports of Form 8-K................      29



SIGNATURES................................................      30



                                                                               3

<PAGE>



                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

     N.T.  Properties,  Inc. (the  "Company") was  incorporated on September 21,
1982,  under the laws of the State of Nevada 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 undertaken
no  business  operations  to date.  Other than  issuing  shares to its  original
shareholders,  the Company has never  commenced any operational  activities.  As
such,  the Company can be defined as a "shell"  company,  whose sole  purpose at
this time is to locate and consummate a merger,  acquisition,  or asset purchase
with a private  entity.  The Board of  Directors  of the  Company has elected to
commence  implementation of the Company's principal business purpose,  described
below under "PART II, Item 6(a), Plan of Operation."

     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.  In order to comply with these  various  limitations,  management
does not intend to undertake  any efforts to sell any  additional  securities of
the  Company,  either  debt or  equity,  or cause a  market  to  develop  in the
Company's securities until such time as the Company has successfully implemented
its business plan described herein.  Relevant  thereto,  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 their 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  relevant herein will unequivocally limit any shareholder's  ability
to sell their respective securities before such closing.

     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 Board of  Directors of the Company has elected to commence
implementation of

                                                                               4

<PAGE>



the Company's  principal business purpose,  described below under "PART II, Item
6(a) - Plan of Operation."

     The Company's  business is subject to numerous risk factors,  including the
following:

     Going  Concern;  No Operating  History or Revenue and Minimal  Assets.  The
Company's  financial  statements  accompanying  this report  have been  prepared
assuming that the Company will continue as a going concern,  which  contemplates
the realization of assets and liquidation of liabilities in the normal course of
business.  The  financial  statements do not include any  adjustment  that might
result from the outcome of this  uncertainty.  The Company has had no  operating
history  nor any  revenues  or  earnings  from  operations.  The  Company has no
significant assets or financial resources.  The Company will, in all likelihood,
sustain operating expenses without  corresponding  revenues,  at least until the
consummation of a business combination. This may result in the Company incurring
a net  operating  loss which will  increase  continuously  until the Company can
consummate a business combination with a profitable business opportunity.  There
is no assurance  that the Company can identify such a business  opportunity  and
consummate such a business combination.

     Speculative  Nature of Company's  Proposed  Operations.  The success of the
Company's  proposed  plan of  operation  will  depend  to a great  extent on the
operations,  financial  condition  and  management  of the  identified  business
opportunity.  While  management  intends to seek  business  combination(s)  with
entities having established operating histories,  there can be no assurance that
the Company will be successful in locating candidates meeting such criteria.  In
the event the Company completes a business combination, of which there can be no
assurance,  the  success  of the  Company's  operations  may be  dependent  upon
management  of the  successor  firm or venture  partner firm and numerous  other
factors beyond the Company's control.

     Scarcity of and Competition for Business  Opportunities  and  Combinations.
The  Company is and will  continue  to be an  insignificant  participant  in the
business of seeking mergers with,  joint ventures with and acquisitions of small
private and public  entities.  A large number of established  and  well-financed
entities,   including   venture  capital  firms,   are  active  in  mergers  and
acquisitions  of companies  which may be  desirable  target  candidates  for the
Company.   Nearly  all  such  entities  have  significantly   greater  financial
resources, technical expertise and managerial capabilities than the Company and,
consequently,  the Company will be at a competitive  disadvantage in identifying
possible  business   opportunities   and  successfully   completing  a  business
combination.  Moreover,  the  Company  will also  compete in  seeking  merger or
acquisition candidates with numerous other small public companies.

                                                                               5

<PAGE>




     No Agreement for Business Combination or Other Transaction-No Standards for
Business Combination. The Company has no arrangement, agreement or understanding
with respect to engaging in a merger with, joint venture with or acquisition of,
a private  or public  entity.  There can be no  assurance  the  Company  will be
successful in identifying and evaluating  suitable business  opportunities or in
concluding a business combination.  Management has not identified any particular
industry or specific  business within an industry for evaluation by the Company.
There  is no  assurance  the  Company  will  be  able to  negotiate  a  business
combination on terms favorable to the Company. The Company has not established a
specific length of operating  history or a specified level of earnings,  assets,
net worth or other criteria which it will require a target business  opportunity
to have  achieved,  and without  which the Company would not consider a business
combination in any form with such business opportunity. Accordingly, the Company
may enter into a business  combination  with a  business  opportunity  having no
significant  operating  history,  losses,  limited or no potential for earnings,
limited assets, negative net worth or other negative characteristics.

     Continued  Management Control,  Limited Time Availability.  While seeking a
business  combination,  management  anticipates  devoting up to twenty hours per
month to the business of the Company. None of the Company's officers has entered
into a written employment  agreement with the Company and none is expected to do
so in the  foreseeable  future.  The  Company  has not  obtained  key  man  life
insurance  on any of its  officers or  directors.  Notwithstanding  the combined
limited  experience and time  commitment of management,  loss of the services of
any of these  individuals  would adversely  affect  development of the Company's
business and its  likelihood of continuing  operations.  See "PART III, Item 9 -
Directors,  Executive Officers,  Promoters and Control Persons;  Compliance With
Section 16(a) of the Exchange Act."

     Conflicts of Interest - General.  Officers and directors of the Company may
in the future  participate in business ventures which could be deemed to compete
directly with the Company.  Additional conflicts of interest and non-arms length
transactions may also arise in the future in the event the Company's officers or
directors  are  involved  in the  management  of any firm with which the Company
transacts  business.  Management  has adopted a policy that the Company will not
seek a merger with, or acquisition of, any entity in which  management  serve as
officers, directors or partners, or in which they or their family members own or
hold any ownership interest.

     Reporting  Requirements May Delay or Preclude Acquisition.  Sections 13 and
15(d) of the  Securities  Exchange  Act of 1934 (the  "Exchange  Act"),  require
companies  subject  thereto to provide  certain  information  about  significant
acquisitions, including certified financial statements for the company acquired,
covering

                                                                               6

<PAGE>



one, two, or three years, depending on the relative size of the acquisition. The
time and  additional  costs that may be  incurred  by some  target  entities  to
prepare  such  statements  may  significantly  delay  or  essentially   preclude
consummation of an otherwise desirable  acquisition by the Company.  Acquisition
prospects  that  do not  have or are  unable  to  obtain  the  required  audited
statements  may not be  appropriate  for  acquisition  so long as the  reporting
requirements of the 1934 Act are applicable.

     Lack of Market Research or Marketing Organization.  The Company has neither
conducted,  nor have others made  available  to it,  results of market  research
indicating  that market demand exists for the  transactions  contemplated by the
Company.  Moreover, the Company does not have, and does not plan to establish, a
marketing  organization.  Even in the event demand is identified for a merger or
acquisition  contemplated by the Company, there is no assurance the Company will
be successful in completing any such business combination.

     Lack  of  Diversification.  The  Company's  proposed  operations,  even  if
successful,  will in all likelihood result in the Company engaging in a business
combination with a business opportunity.  Consequently, the Company's activities
may be limited to those engaged in by business  opportunities  which the Company
merges with or acquires.  The Company's  inability to diversify  its  activities
into a number of areas may subject the Company to economic fluctuations within a
particular business or industry and therefore increase the risks associated with
the Company's operations.

     Regulation.  Although  the  Company  is  subject  to  regulation  under the
Securities  Exchange  Act of 1934,  management  believes the Company will not be
subject to regulation under the Investment  Company Act of 1940,  insofar as the
Company  will  not be  engaged  in the  business  of  investing  or  trading  in
securities.  In the event the  Company  engages in business  combinations  which
result  in the  Company  holding  passive  investment  interests  in a number of
entities,  the  Company  could be subject  to  regulation  under the  Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment  company and could be expected to incur  significant  registration
and compliance costs. The Company has obtained no formal  determination from the
Securities  and Exchange  Commission  as to the status of the Company  under the
Investment  Company Act of 1940 and,  consequently,  any  violation  of such Act
would subject the Company to material adverse consequences.

     Probable Change in Control and Management. A business combination involving
the issuance of the Company's  Common Shares will, in all likelihood,  result in
shareholders  of a private  company  obtaining  a  controlling  interest  in the
Company.  Any such business combination may require management of the Company to
sell or transfer all or a portion of the Company's Common Shares held by

                                                                               7

<PAGE>



them,  or resign  as  members  of the Board of  Directors  of the  Company.  The
resulting  change in control of the  Company  could  result in removal of one or
more present officers and directors of the Company and a corresponding reduction
in or elimination of their participation in the future affairs of the Company.

     Reduction of Percentage Share Ownership Following Business Combination. The
Company's primary plan of operation is based upon a business  combination with a
private concern which,  in all  likelihood,  would result in the Company issuing
securities  to  shareholders  of any  such  private  company.  The  issuance  of
previously  authorized and unissued Common Shares of the Company would result in
reduction in percentage of shares owned by present and prospective  shareholders
of the  Company  and may  result in a change in  control  or  management  of the
Company.

     Disadvantages  of Blank  Check  Offering.  The  Company  may  enter  into a
business  combination  with an entity that desires to establish a public trading
market for its shares. A business opportunity may attempt to avoid what it deems
to be adverse  consequences  of undertaking its own public offering by seeking a
business  combination with the Company.  Such consequences may include,  but are
not limited to, time delays of the registration process, significant expenses to
be incurred in such an offering,  loss of voting control to public  shareholders
and the inability or unwillingness to comply with various federal and state laws
enacted for the protection of investors.

     Taxation.  Federal and state tax consequences  will, in all likelihood,  be
major  considerations  in any business  combination  the Company may  undertake.
Currently,  such  transactions  may be  structured  so as to result in  tax-free
treatment  to  both  companies,  pursuant  to  various  federal  and  state  tax
provisions.  The Company intends to structure any business  combination so as to
minimize  the  federal  and state tax  consequences  to both the Company and the
target entity; however, there can be no assurance that such business combination
will meet the statutory  requirements of a tax-free  reorganization  or that the
parties will obtain the intended tax-free  treatment upon a transfer of stock or
assets. A non-qualifying  reorganization  could result in the imposition of both
federal and state taxes which may have an adverse  effect on both parties to the
transaction.

     Requirement  of  Audited  Financial   Statements  May  Disqualify  Business
Opportunities.  Management of the Company  believes that any potential  business
opportunity  must  provide  audited  financial  statements  for review,  for the
protection of all parties to the business  combination.  One or more  attractive
business  opportunities  may  choose to forego  the  possibility  of a  business
combination  with the Company,  rather than incur the expenses  associated  with
preparing audited financial statements.


                                                                               8

<PAGE>



     The Company's  purpose is to seek,  investigate and, if such  investigation
warrants,  acquire an  interest  in business  opportunities  presented  to it by
persons  or firms who or which  desire to seek the  perceived  advantages  of an
Exchange Act registered corporation. 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.  This
discussion of the proposed business is purposefully  general and is not meant to
be restrictive of the Company's virtually unlimited discretion to search for and
enter into potential business opportunities.  Management anticipates that it may
be able to  participate  in only one  potential  business  venture  because  the
Company has nominal assets and limited financial resources. See "PART II, Item 7
- Financial  Statements."  This lack of  diversification  should be considered a
substantial  risk to  shareholders of the Company because it will not permit the
Company to offset potential losses from one venture against gains from another.

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

     The Company  anticipates  that the selection of a business  opportunity  in
which to  participate  will be  complex  and  extremely  risky.  Due to  general
economic conditions,  rapid technological advances being made in some industries
and shortages of available capital,  management believes that there are numerous
firms seeking the perceived benefits of a publicly registered corporation.  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, providing liquidity (subject
to restrictions of applicable statutes), for all shareholders and other factors.
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.

     The  Company  has,  and will  continue  to have,  no capital  with which to
provide the owners of business  opportunities with any significant cash or other
assets. However, management believes the Company will be able to offer owners of
acquisition  candidates  the  opportunity  to  acquire a  controlling  ownership
interest in a publicly  registered  company without  incurring the cost and time
required  to conduct  an initial  public  offering.  The owners of the  business
opportunities  will,  however,  incur  significant legal and accounting costs in
connection with acquisition of a business

                                                                               9

<PAGE>



opportunity,  including the costs of preparing  Form 8-K's,  10-K's or 10-KSB's,
agreements  and related  reports and documents.  The Securities  Exchange Act of
1934 (the "34  Act"),  specifically  requires  that any  merger  or  acquisition
candidate  comply with all  applicable  reporting  requirements,  which  include
providing  audited  financial  statements  to be  included  within the  numerous
filings  relevant to complying with the 34 Act.  Nevertheless,  the officers and
directors of the Company have not conducted market research and are not aware of
statistical  data which  would  support  the  perceived  benefits of a merger or
acquisition transaction for the owners of a business opportunity.

     The analysis of new business  opportunities will be undertaken by, or under
the supervision of, the officers and directors of the Company, none of whom is a
professional business analyst.  Management intends to concentrate on identifying
preliminary  prospective  business  opportunities  which may be  brought  to its
attention through present  associations of the Company's officers and directors,
or  by  the   Company's   shareholders.   In  analyzing   prospective   business
opportunities, management will consider such matters as the available technical,
financial  and  managerial  resources;   working  capital  and  other  financial
requirements; history of operations, if any; prospects for the future; nature of
present and  expected  competition;  the quality and  experience  of  management
services which may be available and the depth of that management;  the potential
for further research, development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the proposed  activities
of the Company; the potential for growth or expansion; the potential for profit;
the perceived public recognition of acceptance of products, services, or trades;
name identification;  and other relevant factors.  Officers and directors of the
Company  expect to meet  personally  with  management  and key  personnel of the
business opportunity as part of their investigation. To the extent possible, the
Company  intends  to utilize  written  reports  and  personal  investigation  to
evaluate  the above  factors.  The  Company  will not  acquire or merge with any
company for which  audited  financial  statements  cannot be  obtained  within a
reasonable period of time after closing of the proposed transaction.

     Management  of the Company,  while not  especially  experienced  in matters
relating to the new business of the  Company,  shall rely upon their own efforts
and, to a much lesser  extent,  the efforts of the  Company's  shareholders,  in
accomplishing the business  purposes of the Company.  It is not anticipated that
any  outside  consultants  or  advisors  will  be  utilized  by the  Company  to
effectuate its business purposes described herein.  However, if the Company does
retain such an outside consultant or advisor,  any cash fee earned by such party
will need to be paid by the prospective  merger/ acquisition  candidate,  as the
Company has no cash assets with which to pay such obligation. There have been no
contracts or agreements

                                                                              10

<PAGE>



with any outside consultants and none are anticipated in the future.

     The Company will not  restrict  its search for any specific  kind of firms,
but may acquire a venture  which is in its  preliminary  or  development  stage,
which is already in  operation,  or in  essentially  any stage of its  corporate
life.  It is  impossible  to predict at this time the status of any  business in
which the Company may become  engaged,  in that such  business  may need to seek
additional  capital,  may desire to have its shares publicly traded, or may seek
other perceived  advantages  which the Company may offer.  However,  the Company
does not intend to obtain funds in one or more private placements to finance the
operation of any acquired  business  opportunity  until such time as the Company
has successfully consummated such a merger or acquisition.

     It is  anticipated  that the  Company  will incur  nominal  expenses in the
implementation of its business plan described herein. Because the Company has no
capital with which to pay these anticipated expenses,  present management of the
Company will pay these charges with their personal funds, as interest free loans
to the Company. However, the only opportunity which management has to have these
loans  repaid  will be  from a  prospective  merger  or  acquisition  candidate.
Management has agreed among  themselves  that the repayment of any loans made on
behalf of the Company will not impede,  or be made conditional in any manner, to
consummation of a proposed transaction.

Acquisition of Opportunities

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

     It is  anticipated  that any securities  issued in any such  reorganization
would be issued in reliance upon exemption from  registration  under  applicable
federal  and  state  securities  laws.  In  some  circumstances,  however,  as a
negotiated element of its transaction,  the Company may agree to register all or
a part of

                                                                              11

<PAGE>



such securities immediately after the transaction is consummated or at specified
times  thereafter.  If  such  registration  occurs,  of  which  there  can be no
assurance,  it will be undertaken by the surviving  entity after the Company has
successfully  consummated a merger or  acquisition  and the Company is no longer
considered a "shell" company. The issuance of substantial  additional securities
and their  potential  sale into any  trading  market  which may  develop  in the
Company's  securities may have a depressive effect on the value of the Company's
securities in the future.

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

     As part of the  Company's  investigation,  officers  and  directors  of the
Company will meet personally  with  management and key personnel,  may visit and
inspect  material  facilities,  obtain  independent  analysis of verification of
certain information provided,  check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial  resources and management  expertise.  The manner in which the
Company  participates  in an  opportunity  will  depend  on  the  nature  of the
opportunity,  the respective needs and desires of the Company and other parties,
the management of the opportunity and the relative  negotiation  strength of the
Company and such other management.

     With respect to any merger or acquisition, negotiations with target company
management  is expected  to focus on the  percentage  of the  Company  which the
target  company  shareholders  would  acquire  in  exchange  for  all  of  their
shareholdings  in the target company.  Depending upon,  among other things,  the
target company's assets and liabilities,  the Company's shareholders will in all
likelihood  hold a substantially  lesser  percentage  ownership  interest in the
Company  following any merger or  acquisition.  The percentage  ownership may be
subject to  significant  reduction  in the event the  Company  acquires a target
company  with  substantial  assets.  Any merger or  acquisition  effected by the
Company can be expected to have a significant  dilutive effect on the percentage
of shares held by the Company's then shareholders.

     The  Company  will  participate  in a business  opportunity  only after the
negotiation and execution of appropriate written

                                                                              12

<PAGE>



agreements. Although the terms of such agreements cannot be predicted, generally
such agreements will require some specific representations and warranties by all
of the parties thereto,  will specify certain events of default, will detail the
terms of  closing  and the  conditions  which must be  satisfied  by each of the
parties  prior to and after such  closing,  will  outline  the manner of bearing
costs,  including costs associated with the Company's attorneys and accountants,
will set forth remedies on default and will include miscellaneous other terms.

     As stated  herein  above,  the  Company  will not acquire or merge with any
entity which cannot provide  independent  audited financial  statements within a
reasonable period of time after closing of the proposed transaction. The Company
is subject to all of the reporting requirements included in the 34 Act. Included
in these requirements is the affirmative duty of the Company to file independent
audited  financial  statements  as part of its  Form  8-K to be  filed  with the
Securities and Exchange Commission upon consummation of a merger or acquisition,
as well as the Company's  audited  financial  statements  included in its annual
report  on Form 10-K (or  10-KSB,  as  applicable).  If such  audited  financial
statements are not available at closing, or within time parameters  necessary to
insure the Company's  compliance with the  requirements of the 34 Act, or if the
audited financial statements provided do not conform to the representations made
by the candidate to be acquired in the closing documents,  the closing documents
will provide that the proposed  transaction will be voidable,  at the discretion
of the present  management of the Company.  If such  transaction is voided,  the
agreement will also contain a provision  providing for the acquisition entity to
reimburse the Company for all costs associated with the proposed transaction.

Employees

     During the  fiscal  year ended  December  31,  1999,  the  Company  had two
non-salaried employees, its President and its Secretary/Treasurer. See "PART II,
Item  9  -  Directors,   Executive  Officers,  Promoters  and  Control  Persons;
Compliance With Section 16(a) of the Exchange Act."

ITEM 2.  DESCRIPTION OF PROPERTY

     Facilities.  The Company operates from offices located at 6 Venture,  Suite
207,  Irvine,  CA 92618.  This space is  provided  to the Company on a rent free
basis by Bryan A. Gianesin,  legal counsel to the Company, and it is anticipated
that this  arrangement  will remain until such time as the Company  successfully
consummates  a  merger  or  acquisition.  See  "PART  II,  Item  7  -  Financial
Statements."  The Company  reimburses  its legal  counsel for any  out-of-pocket
costs incurred by him on behalf of the Company,  such as long distance telephone
toll charges, office supplies and small,  miscellaneous expenses,  provided that
sufficient funds for the same

                                                                              13

<PAGE>



are available. As of the date of this report, the Company has no funds available
to reimburse any person for expenses. However, the Company's attorney has agreed
to  continue  to advance any  necessary  costs  until the  Company  successfully
consummates a merger or acquisition.

     Other Property. The Company owns no other property.

ITEM 3.   LEGAL PROCEEDINGS

     There are no  material  legal  proceedings  which are  pending or have been
threatened  against the Company of which  management  is aware as of the date of
this report.

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

     There  were no  meetings  of  shareholders  during  the  fiscal  year ended
December 31, 1999. The Company's Board of Directors  expects that a meeting will
take place before the end of fiscal 2000.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

     (a) Market Information. There is presently no trading market for the common
stock of the Company.

     (b) Holders. There are ten (10) holders of the Company's Common Stock.

     As of the date of this report all 500,000  shares of the  Company's  Common
Stock are eligible for sale under Rule 144 promulgated  under the Securities Act
of 1933, as amended,  subject to certain  limitations  included in said Rule. In
general, under Rule 144, a person (or persons whose shares are aggregated),  who
has satisfied a one year holding period, under certain  circumstances,  may sell
within  any  three-month  period a number of shares  which  does not  exceed the
greater  of one  percent of the then  outstanding  Common  Stock or the  average
weekly trading  volume during the four calendar  weeks prior to such sale.  Rule
144 also permits,  under certain  circumstances,  the sale of shares without any
quantity  limitation by a person who has satisfied a two year holding period and
who is not, and has not been for the preceding three months, an affiliate of the
Company.

     (c) Dividends.

     (1) The Company has not paid any dividends on its Common Stock. The Company
does not foresee that the Company will have the ability to pay a dividend on its
Common  Stock  in  the  future  until  such  time  as the  Company  successfully
consummates a merger or

                                                                              14

<PAGE>



acquisition, of which there can be no assurance. In addition, once such a merger
or  acquisition  is so  consummated,  there can be no assurance that the Company
will pay any dividends on its securities.

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     The following  discussion  should be read in conjunction with the Company's
audited  financial  statements and notes thereto included herein.  In connection
with, and because it desires to take advantage of, the "safe harbor"  provisions
of the Private  Securities  Litigation  Reform Act of 1995, the Company cautions
readers regarding certain forward looking statements in the following discussion
and  elsewhere  in this  report  and in any other  statement  made by, or on the
behalf of the Company,  whether or not in future filings with the Securities and
Exchange  Commission.  Forward  looking  statements  are statements not based on
historical  information  and  which  relate to  future  operations,  strategies,
financial  results  or  other  developments.   Forward  looking  statements  are
necessarily based upon estimates and assumptions that are inherently  subject to
significant business,  economic and competitive uncertainties and contingencies,
many of which are beyond the Company's  control and many of which,  with respect
to future business  decisions,  are subject to change.  These  uncertainties and
contingencies can affect actual results and could cause actual results to differ
materially from those expressed in any forward looking statements made by, or on
behalf of, the Company.  The Company  disclaims any obligation to update forward
looking statements.

     (a) Plan of Operation.

     The  Company  intends  to seek to  acquire  assets  or  shares of an entity
actively engaged in business, in exchange for its securities.  As of the date of
this report,  management  of the Company has had  preliminary  discussions  with
potential merger or acquisition candidates, but there is no definitive agreement
between  the  Company and any third  party  relevant  thereto.  In the event the
Company  does  enter into an  agreement  with such a third  party,  the Board of
Directors does intend to obtain certain assurances of value of the target entity
assets prior to consummating such a transaction, with further assurances that an
audited financial statement would be provided within sixty days after closing of
such  a   transaction.   Closing   documents   relative   thereto  will  include
representations  that the  value  of the  assets  conveyed  to or  otherwise  so
transferred will not materially differ from the representations included in such
closing documents, or the transaction will be voidable.

     The  Company  has no full  time  employees.  The  Company's  President  and
Secretary/Treasurer have agreed to allocate a portion

                                                                              15

<PAGE>



of their time to the  activities  of the Company,  without  compensation.  These
officers  anticipate that the business plan of the Company can be implemented by
their devoting  approximately  20 hours per month to the business affairs of the
Company and,  consequently,  conflicts of interest may arise with respect to the
limited time commitment by such officers.

     Because  the  Company  presently  has  nominal  overhead  and  no  material
financial  obligations,  management  of the Company  believes that the Company's
short term cash requirements can be satisfied by management  injecting  whatever
nominal  amounts of cash into the  Company to cover these  incidental  expenses.
There  are no  assurances  whatsoever  that  any  additional  cash  will be made
available to the Company through any means.

Year 2000 Disclosure

     Many existing  computer  programs use only two digits to identify a year in
the date field.  These programs were designed and developed without  considering
the  impact  of the  upcoming  change in the  century.  If not  corrected,  many
computer  applications  could fail or create erroneous results by or at the Year
2000. As a result,  many companies will be required to undertake  major projects
to address the Year 2000 issue. Because the Company has no assets, including any
personal property such as computers, it is not anticipated that the Company will
incur any negative impact as a result of this potential problem.  However, it is
possible  that this issue may have an impact on the  Company  after the  Company
successfully consummates a merger or acquisition.  Management intends to address
this potential  problem with any  prospective  merger or acquisition  candidate.
There can be no  assurances  that new  management of the Company will be able to
avoid a problem in this regard after a merger or acquisition is so consummated.

ITEM 7.  FINANCIAL STATEMENTS


                                                                              16

<PAGE>















                              N.T. PROPERTIES, INC.
                          (a Development Stage Company)


                             (a Nevada Corporation)




















                              FINANCIAL STATEMENTS
                                       AND
                          INDEPENDENT AUDITOR'S REPORT
                      For the Years Ended December 31, 1999
                              and December 31, 1998
                and For the Period September 21, 1982 (inception)
                            through December 31, 1999



                                                                              17

<PAGE>





                                      INDEX


                                                                         Page
                                                                         ----

Independent Auditor's Report                                               1

Balance Sheets                                                             2

Statements of Revenues and Expenses                                        3

Statement of Changes in Stockholders' Equity (Deficit)                     4

Statements of Cash Flows                                                   5

Notes to Financial Statements                                              6



                                                                              18

<PAGE>



                                  GARY A. CASE
                           Certified Public Accountant
                       3230 E. Imperial Highway, Ste. 200
                               Brea, CA 92821-6734
                               Tel: (714)986-1850
                               Fax: (714)986-1855

INDEPENDENT AUDITOR'S REPORT
----------------------------

TO THE BOARD OF DIRECTORS OF
N.T. PROPERTIES, INC.

We have audited the  accompanying  balance  sheets of N.T.  Properties,  Inc. (a
Development  State  Company) as of December 31, 1999 and December 31, 1998,  the
related   statements  of  Revenues  and  Expenses,   Changes  in   Stockholders'
Equity/(Deficit)  and Cash Flows for the Years ended December 31, 1999, December
31, 1998, and the period  September 21, 1982  (inception)  through  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 the 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 presentations.
We believe that the audit provides a reasonable basis for our opinion.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial statements,  the Company is in the development stage of operations and
has not  generated  revenues  from  operations.  Because  the  Company is in the
development stage of operations, substantial doubt is raised about is ability to
continue as a going concern.  The Company's plans in regard to these matters are
also  described  in  Note  1.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of N.T.  Properties,  Inc. as of
December 31, 1999,  and December 31, 1998 and the results of its  operations and
its cash flows for the Years ended December 31, 1999, December 31, 1998, and the
period  September 21, 1982  (inception)  through December 31, 1999 in conformity
with generally accepted accounting principles.

s/Gary A. Case
-----------------------------------
GARY A. CASE, CPA
Brea, California

January 25, 2000

                                       -1-


                                                                              19

<PAGE>

<TABLE>


                              N.T. PROPERTIES, INC.
                          (a Development Stage Company)

                             (a Nevada Corporation)

                                 BALANCE SHEETS

<CAPTION>
                                             December 31,    December 31,
ASSETS:                                          1999            1998
                                              ---------       ---------
<S>                                           <C>             <C>
   Current Assets                             $       0       $       0

   Organization Costs                               500             500
                                              ---------       ---------
   Total Assets                               $     500       $     500
                                              =========       =========

LIABILITIES:

   Current Liabilities
     Accounts Payable                         $   1,700       $   1,600
                                              ---------       ---------
   Total Current Liabilities                      1,700           1,600
                                              ---------       ---------
   Total Liabilities                              1,700           1,600
                                              ---------       ---------

STOCKHOLDERS' EQUITY
   Common Stock - Par Value $.001 per share;
     15,000,000 Shares Authorized,
     500,000 Shares Issued and Outstanding          500             500
   Additional Paid-In Capital                        --              --
   Retained Deficit, accumulated in the
     development stage                           (1,700)         (1,600)
                                              ---------       ---------
   Total Stockholders' Equity                    (1,200)         (1,100)
                                              ---------       ---------
   Total Liabilities and Stockholders' Equity $     500       $     500
                                              =========       =========











                 See accompanying notes and accountant's report.
</TABLE>


                                       -2-

                                                                              20

<PAGE>

<TABLE>


                              N.T. PROPERTIES, INC.
                          (a Development Stage Company)

                             (a Nevada Corporation)


                       STATEMENTS OF REVENUES AND EXPENSES


<CAPTION>
                                                                Period
                                                                9/21/82
                                                              (Inception)
                              Year Ended       Year Ended         to
                               12/31/99         12/31/98       12/31/99
                               --------         --------       --------
<S>                            <C>              <C>            <C>
REVENUE:

  Total Revenue                $      0         $      0       $      0
                               --------         --------       --------
EXPENSES:

  Taxes and Licenses                100              100          1,700
                               --------         --------       --------

  Total Expenses                    100              100          1,700
                               --------         --------       --------

Net Income/(Loss)              $   (100)        $   (100)      $ (1,700)
                               ========         ========       ========

Net loss per share             $  .0002         $    .20       $  .0033
                               ========         ========       ========














                See accompanying notes and accountant's reports.
</TABLE>

                                       -3-

                                                                              21

<PAGE>

<TABLE>


                              N.T. PROPERTIES, INC.
                          (a Development Stage Company)
                             (a Nevada Corporation)
             STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY/(DEFICIT)

<CAPTION>
                         Number of         Additional  Retained
                          Common    Common   Paid-In   Earnings
                          Shares    Stock    Capital   (Deficit)   Total
                          -------   ------   -------   --------   -------
<S>                       <C>       <C>      <C>       <C>        <C>
Balance as at
September 21, 1982             --       --        --         --        --

Issuance of Common Stock      500   $  500                        $   500
Net Income (Loss)
from September 21, 1982
(inception) to
December 31, 1996                                        (1,400)   (1,400)
                          -------   ------   -------   --------   -------
Balance as at
December 31, 1996             500      500         0     (1,400)     (900)

Net Income (Loss)
December 31, 1997                                          (100)     (100)
                          -------   ------   -------   --------   -------
Balance as at
December 31, 1997             500      500         0     (1,500)   (1,000)

Net Income (Loss)
December 31, 1998                                          (100)     (100)
                          -------   ------   -------   --------   -------
Balance as at
December 31, 1998             500      500         0     (1,600)   (1,100)

Stock Split (1000 to 1)   499,500

Net Income (Loss)
December 31, 1999                                          (100)     (100)
                          -------   ------   -------   --------   -------
Balance as at
December 31, 1999         500,000      500         0     (1,700)   (1,200)
                          =======   ======   =======   ========   =======


                 See accompanying notes and accountant's report.
</TABLE>

                                       -4-

                                                                              22

<PAGE>

<TABLE>


                              N.T. PROPERTIES, INC.
                          (a Development Stage Company)

                             (a Nevada Corporation)

                            STATEMENTS OF CASH FLOWS

<CAPTION>
                                                                 Period
                                                                 9/21/82
                                             Year     Year    (inception)
                                             Ended    Ended        to
                                           12/31/99  12/31/98   12/31/99
                                           --------  --------   --------
<S>                                        <C>       <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

   Cash Received from Operating Activities $      0  $      0   $      0
   Cash Paid for Operating Activities             0         0          0
                                           --------  --------   --------
Net Cash Provided by Operating Activities         0         0          0


CASH FLOWS FROM INVESTING ACTIVITIES:

Net Cash Used in Investing Activities             0         0       (500)


CASH FLOWS FROM FINANCING ACTIVITIES:

Net Cash from Financing Activities                0         0        500
                                           --------  --------   --------
Net Decrease in Cash and Cash Equivalents         0         0          0

Cash and Cash Equivalents at
  Beginning of Period                             0         0          0
                                           --------  --------   --------
Cash and Cash Equivalents at End of Period        0         0          0
                                           ========  ========   ========

Reconciliation of Net Profit to Net
Cash Provided by Operating Activities:
   Net Income/(Loss)                       $   (100) $   (100)  $ (1,700)
                                           --------  --------   --------
   Adjustments to reconcile net income
   to net cash provided by
   Operating Activities:
      Increase in Accounts Payable              100       100      1,700
                                           --------  --------   --------
           Total Adjustments                    100       100      1,700
                                           --------  --------   --------

NET CASH PROVIDED BY OPERATING ACTIVITIES  $      0  $      0   $      0
                                           ========  ========   ========






                 See accompanying notes and accountant's report.
</TABLE>

                                       -5-

                                                                              23

<PAGE>



                              N.T. PROPERTIES, INC.
                          (a Development Stage Company)

                             (a Nevada Corporation)


                          NOTES TO FINANCIAL STATEMENTS
                  as of December 31, 1999 and December 31, 1998



NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------
N.T. Properties,  Inc., a Nevada Corporation,  was incorporated on September 21,
1982. The Company  intends to engage in one or more mergers with or acquisitions
of  target  entities  which  may be  private  companies,  partnership,  or  sole
proprietorship.

The  Company  is in the  development  stage,  not  yet  commencing  its  planned
principal operations.  The Company has not yet generated revenue. The Company is
currently   negotiating  to  merge  or  acquire  certain  target  entities  with
profitable operations or substantial capital.

Net loss per common  share is based on the  weighted  average  of common  shares
outstanding  during the  period.  As of  December  31,  1999 there were  500,000
outstanding  shares of common  stock and as of December  31, 1998 there were 500
outstanding shares of common stock.

NOTE 2:  INCOME TAXES
---------------------
The Company has not filed  required  federal  income tax returns from  inception
through 1998.  Due to the late filing of these tax returns a minimum  penalty of
$1,700.00  has been  accrued and  included  in  accounts  payable on the balance
sheet.

NOTE 3:  CAPITALIZATION
-----------------------
N.T. Properties, Inc. initially authorized 2,500 shares of common stock at a par
value $1.00 per share. On September 21, 1982, N.T.  Properties,  Inc. issued 500
shares of stock at $1.00 per share for  $500.  On  January  6, 1999 the  Company
approved a 1000 to 1 forward  stock  split of its common  stock and  approved an
increase in its total authorized common stock to 15,000,000 shares.

NOTE 4:  RELATED PARTY EVENTS
-----------------------------
The Company  maintains its principle  offices in space provided by an officer of
the Company on a rent free basis. The office is located at 6 Venture, Suite 207,
Irvine, California.

NOTE 5:  YEAR END DATE
----------------------
The Company's year end is December 31.



                                       -6-

                                                                              24

<PAGE>



ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

     None.

                                    PART III

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

     Directors  are elected for one year terms or until the next annual  meeting
of  shareholders  and until their  successors  are duly  elected and  qualified.
Officers continue in office at the pleasure of the Board of Directors.

     The Directors and Officers of the Company as of the date of this report are
as follows:

         Name                       Age       Position
         ----                       ---       --------

         Brad A. Hibbard             30       President, Director

         Cleora Louey                50       Secretary, Treasurer, Director

         Douglas P. Morrison         32       Director

     All Directors of the Company will hold office until the next annual meeting
of the  shareholders  and until  successors  have been  elected  and  qualified.
Officers of the Company  are elected by the Board of  Directors  and hold office
until their death or until they resign or are removed from office.

     There are no family  relationships among the officers and directors.  There
is no arrangement or understanding  between the Company (or any of its directors
or officers) and any other person  pursuant to which such person was or is to be
selected as a director or officer.

     (b) Resumes

     Brad A.  Hibbard,  President  and a  director.  Mr.  Hibbard  has  held his
positions  with the Company  since  January 6, 1999.  From May 1998  through the
present,  Mr.  Hibbard  has  been a  territory  manager  for  Boston  Scientific
Corporation,  Lake Forest, California. Mr. Hibbard is a procedural consultant in
the use of less invasive gastrointestinal  laboratory devices. He has experience
in evaluating laboratory devices, negotiating contracts and marketing scientific
products.  Prior to that, from October 1995 to May 1998, Mr. Hibbard was a sales
representative for TAP  Pharmaceuticals,  Santa Barbara,  California,  where his
employment experience included generating sales leads, negotiating contracts and
customer   service.   From  January  1994  to  October  1995,  Mr.  Hibbard  was
self-employed as a marketing and sales consultant for small medical  businesses.
Mr.

                                                                              25

<PAGE>



Hibbard  received a Bachelor  of Arts  Degree  from the  University  of Texas At
Austin in 1993. Mr. Hibbard will devote  approximately 20 hours per month to the
business of the Company.

     Cleora  Louey,  Secretary,  Treasurer  and  Director.  Ms.  Louey  held the
positions of  President,  Secretary  and as a Director of the Company  since its
inception until January 6, 1999. On January 6, 1999, Ms. Louey was re-elected as
Secretary  and as a Director of the Company by a vote of a majority of the board
and the holdings of a majority of the issued and outstanding  shareholders,  but
did not stand for re-election as President of the Company.  Since December 1998,
Ms. Louey has been employed as a fitness  consultant for Leo Fessenden Adult Day
Care Center, San Clemente,  California. Prior to that, and from February 1983 to
December  1998,  Ms. Louey was a  self-employed  certified  personal  trainer in
Lancaster,  California.  Ms.  Louey has  various  certifications  in health  and
fitness.  Ms. Louey will devote approximately 10 hours per month to the business
of the Company.

     Douglas P. Morrison,  Director. Mr. Morrison has held his position with the
Company since January  1999.  Since  November  1997,  Mr.  Morrison has acted as
President of Wired  Financial  Corporation,  San Diego,  California  where he is
responsible  for  managing  the  overall   business   operations  for  consumer,
commercial and medical accounts receivable.  His experience includes identifying
and evaluating business opportunities in the medical field, financial operations
management  and staff  hiring and review.  Prior to that,  from  January 1995 to
November  1997, he was Vice  President of Marketing  for West Capital  Financial
Services,  Inc., San Diego,  California  where he was responsible for purchasing
consumer receivable accounts. Mr. Morrison received a Bachelor of Science Degree
in Business  Administration  from the  University  of  California  at  Berkeley,
California in 1991. Mr. Morrison will devote approximately 10 hours per month to
the business of the Company.

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers,  directors  and person who own more than 10% of the  Company's  Common
Stock to file reports of ownership and changes in ownership  with the Securities
and  Exchange  Commission.  All of the  aforesaid  persons  are  required by SEC
regulation  to furnish the Company  with copies of all Section  16(a) forms they
file.  As of the date of this  report,  the  Company has not  received  any such
filings  from the  applicable  persons  responsible  for filing  these  reports.
However,  it is  believed  that  there  has been no  change  in each  applicable
persons' ownership of the Company's securities since they acquired the same.


                                                                              26

<PAGE>



ITEM 10.  EXECUTIVE COMPENSATION.

Remuneration

     The following table reflects all forms of compensation  for services to the
Company  for the fiscal  years  ended  December  31,  1999 and 1998 of the chief
executive officer of the Company.

                           SUMMARY COMPENSATION TABLE


                                             Long Term Compensation
                                          ----------------------------

                   Annual Compensation          Awards         Payouts
                  ---------------------   -------------------- -------
                                                    Securities
                                 Other                 Under-             All
Name                             Annual   Restricted   lying             Other
and                              Compen-    Stock     Options/   LTIP    Compen-
Principal         Salary  Bonus  sation    Award(s)     SARs   Payouts   sation
Position    Year   ($)     ($)    ($)        ($)        (#)      ($)      ($)
----------  ----  ------  -----  ------    --------   -------   -------  ------

Brad A.
Hibbard,            (1)
President & 1999  $    0  $   0  $    0    $      0         0   $     0  $    0
Director    1998  $    0  $   0  $    0    $      0         0   $     0  $    0
-------------------------

(1)      It is not  anticipated  that any executive  officer of the Company will
         receive compensation  exceeding $100,000 until such time as the Company
         successfully consummates a business combination.

     The Company  maintains a policy whereby the directors of the Company may be
compensated  for  out of  pocket  expenses  incurred  by  each  of  them  in the
performance of their relevant duties. The Company did not reimburse any director
for such expenses during the fiscal year ended December 31, 1999.

     In  addition  to  the  cash  compensation  set  forth  above,  the  Company
reimburses each executive officer for expenses incurred on behalf of the Company
on an out-of-pocket basis. The Company cannot determine,  without undue expense,
the exact amount of such expense reimbursement. However, such reimbursements did
not exceed, in the aggregate, $1,000 during fiscal year 1999.

     There  are no bonus  or  incentive  plans  in  effect,  nor are  there  any
understandings  in place  concerning  additional  compensation  to the Company's
officers.


                                                                              27

<PAGE>



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

     (a) and (b) Security Ownership of Certain Beneficial Owners and Management.

     The table below lists the  beneficial  ownership  of the  Company's  voting
securities  by each person  known by the Company to be the  beneficial  owner of
more than 5% of such securities, as well as by all directors and officers of the
Company. Unless otherwise indicated, the shareholders listed possess sole voting
and investment power with respect to the shares shown.

                    Name and          Amount and
                   Address of          Nature of
                   Beneficial         Beneficial       Percent of
Title of Class       Owner              Owner             Class
-----------------------------------------------------------------

Common         Brad A. Hibbard(1)       125,000            25%
               441 Old Coast Hwy.#15
               Santa Barbara, CA 93103

Common         Cleora Louey(1)          100,000            20%
               27068 La Paz Road,#218
               Aliso Viejo,CA 92656

Common         Douglas P. Morrison(1)   100,000            20%
               8895 Town Center Dr.#105
               San Diego, CA 92122

Common         All Officers and         325,000            65%
               Directors as a
               Group (3 persons)
-------------------

(1)  Officer and/or director.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     There were no related party transactions which occurred during the past two
years  and which are  required  to be  disclosed  pursuant  to the  requirements
included under Item 404 of Regulation S-B.



                                                                              28

<PAGE>



                                     PART IV

Item 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)   Exhibits

     The  following  Exhibits  were  filed  with  the  Securities  and  Exchange
Commission  in the Exhibits to Form 10-SB,  filed on or about  February 1, 1999,
and are incorporated by reference herein:

         3.1  Certificate and/or Articles of Incorporation and
         Amendments

         3.2  Bylaws

     The following Exhibits are filed herewith:

         EX-27  Financial Data Schedule

(b)  Reports on Form 8-K

     The  Company  did not file any  reports on Form 8-K during the fiscal  year
ended December 31, 1999.


                                                                              29

<PAGE>



                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  Company  caused  this  report  to be  signed  on its  behalf  by the
undersigned, thereunto duly authorized, on March 6, 2000.

                                      N.T. PROPERTIES, INC.
                                      (Registrant)


                                      By:/s/ Brad A. Hibbard
                                         ----------------------
                                         Brad A. Hibbard, President

     In  accordance  with the Exchange Act, this report has been signed below by
the  following  persons  on  behalf  of the  Registrant  and  in the  capacities
indicated on March 6, 2000.



/s/ Brad A. Hibbard
-------------------------------
Brad A. Hibbard, Director


/s/ Cleora Louey
-------------------------------
Cleora Louey, Director


/s/ Douglas P. Morrison
-------------------------------
Douglas P. Morrison, Director

                                                                              30

<PAGE>


                              N.T. PROPERTIES, INC.

                  EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-KSB
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

EXHIBITS                                                                Page No.

  27              Financial Data Schedule....................................32




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