THIS DOCUMENT IS A COPY OF THE ANNUAL REPORT FILED ON MARCH 31,
            2000 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the Fiscal Year Ended December 31, 1999

                                       or

[ ] TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 (No Fee Required)

                          Commission File No. 000-26637

                              Hartscup Corporation
                 (Name of Small Business Issuer in its Charter)

        Delaware                                            13-4031363
------------------------------                         ---------------------
State or other jurisdiction of                           I.R.S. Employer
incorporation or organization                          Identification Number

317 Madison Avenue, Suite 2310, New York, New York             10017
--------------------------------------------------            -------
      Address of principal executive office                   Zip Code

Issuer's telephone number:  (212) 949-9696
                            --------------

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT

                         Common Stock, $0.001 Par Value
                                (Title of Class)

Check whether the issuer has (i) filed all reports required by Section 13 or
15(d) of the Exchange Act during the past 12 months, and (ii) been subject to
such filing requirements for the past ninety (90) days. Yes  X    No
                                                            ---      ---

Check if there is no disclosure of delinquent filers in response to Item 405 of
regulation S-B 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 the Form 10-KSB or any
amendment to this Form 10-KSB. [X]

The Company's revenues for Fiscal Year ended December 31, 1999 were $0.00.

As of December 31, 1999, 2,170,000 shares of Common Stock were outstanding and
the aggregate market value of the Common Stock held by non-affiliates (170,000
shares) was $42,500.


Transitional Small Business Disclosure Format (check one): Yes     No  X
                                                               ---    ---
<PAGE>

                                     Part I


Item 1.  Description of Business.

       Hartscup Corporation (the "Company") was incorporated in Delaware in
October 1998 and was formed by Mr. James A. Prestiano, a stockholder, officer,
and director of the Company. The Company's principal executive offices are
located at 317 Madison Avenue, Suite 2310, New York, NY 10017. The Company has
been in the developmental stage since inception and has no operating history
other than organizational matters.

       The Company has no operating business. The Company does not intend to
develop its own operating business but instead will seek to effect a merger (a
"Merger") with a corporation or other business entity which owns an operating
business and wishes to undertake a Merger for its own corporate purposes (a
"Merger Target"), generally related to achieving liquidity for its stockholders.
The primary activity of the Company currently involves seeking a Merger Target.
As such, the Company can be defined as a "shell" company, whose sole purpose at
this time is to locate a Merger Target and consummate a Merger. The Company has
not yet selected or entered into any substantive discussions with any potential
Merger Target and does not intend to limit potential candidates to any
particular field or industry, but does retain the right to limit candidates, if
it so chooses, to a particular field or industry. The Company may effect a
Merger with a Merger Target which may be financially unstable or in its early
stages of development or growth.

       Mr. Prestiano serves as the sole director and officer of nine other
companies (identified in Part III, Item 12 below) that contemplate the same
business activities as the Company and thus compete directly with the Company.
As a result, there may be a conflict of interest with respect to prospective
Merger Targets and presenting the corporate opportunity to the Company. In
general, officers and directors of a corporation incorporated under the laws of
the State of Delaware are required to present certain business opportunities to
such corporation. As a result of Mr. Prestiano's business associations with
multiple companies he will have conflicting interests. Therefore, the Company
has agreed that with respect to conflicts of interest amongst these companies
related to the allocation of opportunities to negotiate and Merge with Merger
Targets, the Company will waive any conflict or claim related to Mr. Prestiano's
fiduciary duty. Mr. Prestiano and the Company have no formal plan relating to
the allocation of business or Merger opportunities between the Company and the
nine other companies, and thus there can be no assurance that any Merger
opportunity shall be presented to the Company, as opposed to one of the nine
other companies.

       The proposed business activities described herein classify the Company as
a "blank check" or "blind pool" entity. Many states have enacted statutes,
rules, and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. Management can give no assurance
that any market for its Common Stock will develop until such time, if any, as
the Company has successfully implemented its business plan and completed a
Merger. However, the Company is exploring all alternative strategies to attempt
to obtain a quote for its Common Stock on the NASDAQ Over The Counter bulletin
board in order to enhance its attractiveness to potential Merger partners.


Item 2.  Description of Property

        The Company neither owns nor leases any real property at this time.
Pursuant to an oral agreement with The Law Offices of James A. Prestiano, Esq, a
firm controlled by James Prestiano, the Company's President, majority
stockholder and founder, the Company utilizes and will continue to utilize the
office space of such firm as its principal executive office. Such office is
located at 317 Madison Avenue, Suite 2310, New York, NY 10017, telephone: (212)
949-9696, facsimile: (212) 949-9241.

        The Company has not invested in any real property at this time nor does
the Company intend to do so. The Company has no formal policy with respect to
investments in real estate or investments with persons primarily engaged in real
estate activities.


                                       -2-
<PAGE>

Item 3.  Legal Proceedings

        The Company is not a party to any material pending legal proceedings.


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

        No matter was submitted to a vote of shareholders in the fourth quarter
of 1999.


                                     Part II


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

        The Company's Common Stock is currently not traded on any public trading
market. No assurance can be given that any market for its Common Stock will
develop. However, the Company is exploring all alternative strategies to attempt
to obtain a quote for its Common Stock on the NASDAQ Over The Counter bulletin
board in order to enhance its attractiveness to potential Merger partners.

        The authorized capital stock of the Company consists of 45,000,000
shares, of which 40,000,000 shares have been designated Common Stock, $0.001 par
value, and 5,000,000 shares of Preferred Stock, $0.001 par value. At March 29,
2000, there were 2,170,000 shares of Common Stock outstanding and held of record
by nine stockholders. No shares of Preffered Stock have been issued.


Item 6.  Management's Discussion and Analysis or Plan of Operation

                                Plan of Operation

General

        The Company's plan is to seek, investigate, and if such investigation
warrants, consummate a Merger with one or more Merger Targets desiring the
perceived advantages of a publicly held corporation. At this time, the Company
has no plan, proposal, agreement, understanding, or arrangement to merge with
any specific business or company, and the Company has not identified any
specific business or company for investigation and evaluation. No member of
Management or any promoter of the Company, or an affiliate of either, has had
any material discussions with any other company with respect to any Merger. The
Company will not restrict its search to any specific business, industry, or
geographical location, and may participate in business ventures of virtually any
kind or nature. Discussion of proposed plan of operation and Mergers under this
caption and throughout this Annual Report is purposefully general and is not
meant to restrict the Company's virtually unlimited discretion to search for and
enter into potential business opportunities.

        The Company may seek a Merger with an entity which only recently
commenced operations, or a developing company in need of additional funds to
expand into new products or markets or seeking to develop a new product or
service, or an established business which may be experiencing financial or
operating difficulties and needs additional capital which is perceived to be
easier to raise by a public company. In some instances, a Merger may involve
merging with a corporation which does not need substantial additional cash but
which desires to establish a public trading market for its common stock. The
Company may purchase assets and establish wholly-owned subsidiaries in various
businesses or purchase existing businesses as subsidiaries.

        Selecting a Merger Target will be complex and extremely risky. Because
of general economic conditions, rapid technological advances being made in some
industries, and shortages of available capital, management believes

                                       -3-
<PAGE>

that there are numerous entities seeking the benefits of a publicly-traded
corporation. Such perceived benefits of a publicly traded corporation may
include facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity for the principals of a business, creating a
means for providing incentive stock options or similar benefits to key
employees, providing liquidity (subject to restrictions of applicable statues)
for all stockholders, and other items. Potential Merger Targets may exist in
many different industries and at various stages of development, all of which
will make the task of comparative investigation and analysis of such Merger
Targets extremely difficult and complex.

        The Company has insufficient capital with which to provide the owners of
Merger Targets significant cash or other assets. Management believes the Company
will offer owners of Merger Targets the opportunity to acquire a controlling
ownership interest in a public company at substantially less cost than is
required to conduct an initial public offering. Nevertheless, the Company has
not conducted market research and is not aware of statistical data which would
support the perceived benefits of a Merger or acquisition transaction for the
owners of a Merger Target.

        The Company will not restrict its search for any specific kind of Merger
Target, and may merge with an entity 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.

Selection and Evaluation of Merger Targets

        Management of the Company will have complete discretion and flexibility
in identifying and selecting a prospective Merger Target. In connection with its
evaluation of a prospective Merger Target, management anticipates that it will
conduct a due diligence review which will encompass, among other things, meeting
with incumbent management and inspection of facilities, as well as a review of
financial, legal and other information which will be made available to the
Company.

        Under the Federal securities laws, public companies must furnish
stockholders certain information about significant acquisitions, which
information may require audited financial statements for an acquired company
with respect to one or more fiscal years, depending upon the relative size of
the acquisition. Consequently, each Company will only be able to effect a Merger
with a prospective Merger Target that has available audited financial statements
or has financial statements which can be audited

        The time and costs required to select and evaluate a Merger Target
(including conducting a due diligence review) and to structure and consummate
the Merger (including negotiating relevant agreements and preparing requisite
documents for filing pursuant to applicable securities laws and corporation
laws) cannot presently be ascertained with any degree of certainty. The
Company's current executive officer and director intends to devote only a small
portion of his time to the affairs of the Company and, accordingly, consummation
of a Merger may require a greater period of time than if the Company's
management devoted his full time to the Company's affairs. While no current
steps have been taken nor agreements reached, the Company may engage consultants
and other third parties providing goods and services, including assistance in
the identification and evaluation of potential Merger Targets. These consultants
or third parties may be paid in cash, stock, options or other securities of the
Company, and the consultants or third parties may be placement agents or their
affiliates.

        The Company will seek potential Merger Targets from all known sources
and anticipates that various prospective Merger Targets will be brought to its
attention from various non-affiliated sources, including securities
broker-dealers, investment bankers, venture capitalists, bankers, other members
of the financial community and affiliated sources, including, possibly, the
Company's executive officer, director and his affiliates. While the Company has
not yet ascertained how, if at all, it will advertise and promote itself, the
Company may elect to publish advertisements in financial or trade publications
seeking potential business acquisitions. While the Company does not presently
anticipate engaging the services of professional firms that specialize in
finding business acquisitions on any formal basis, the Company may engage such
firms in the future, in which event the Company may pay a finder's fee


                                       -4-
<PAGE>

or other compensation. In no event, however, will the Company pay a finder's fee
or commission to the officer and director of the Company or any entity with
which he is affiliated for such service. Moreover, in no event shall the Company
issue any of its securities to any officer, director or promoter of the Company,
or any of their respective affiliates or associates, in connection with
activities designed to locate a Merger Target.

        In analyzing prospective Merger Targets, management may consider, among
other factors, such matters as;

        1)     the available technical, financial and managerial resources;
        2)     working capital and other financial requirements;
        3)     history of operation, if any;
        4)     prospects for the future;
        5)     present and expected competition;
        6)     the quality and experience of management services which may be
               available and the depth of that management;
        7)     the potential for further research, development or exploration;
        8)     specific risk factors not now foreseeable but which then may be
               anticipated to impact the proposed activities of the Company;
        9)     the potential for growth or expansion;
        10)    the potential for profit;
        11)    the perceived public recognition or acceptance of products,
               services or trades; and 12) name identification.

        Merger opportunities in which the Company may participate will present
certain risks, many of which cannot be adequately identified prior to selecting
a specific opportunity. The Company's stockholders must, therefore, depend on
Management to identify and evaluate such risks. The investigation of specific
Merger opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants, attorneys
and others. If a decision is made not to participate in a specific Merger
opportunity the cost therefore incurred in the related investigation would not
be recoverable. Furthermore, even if an agreement is reached for the
participation in a specific Merger opportunity, the failure to consummate that
transaction may result in the loss of the Company of the related costs incurred.

        There can be no assurance that the Company will find a suitable Merger
Target. If no such Merger Target is found, therefore, no return on an investment
in the Company will be realized, and there will not, most likely, be a market
for the Company's stock.

Structuring and Financing of a Merger

        As a general rule, Federal and state tax laws and regulations have a
significant impact upon the structuring of Mergers. The Company will evaluate
the possible tax consequences of any prospective Merger and will endeavor to
structure a Merger so as to achieve the most favorable tax treatment to the
Company, the Merger Target and their respective stockholders. There can be no
assurance that the Internal Revenue Service or relevant state tax authorities
will ultimately assent to the Company's tax treatment of a particular
consummated Merger. To the extent the Internal Revenue Service or any relevant
state tax authorities ultimately prevail in recharacterizing the tax treatment
of a Merger, there may be adverse tax consequences to the Company, the Merger
Target and their respective stockholders. Tax considerations as well as other
relevant factors will be evaluated in determining the precise structure of a
particular Merger.

        The Company may utilize available cash and equity securities in
effecting a Merger. Although the Company has no commitments as of this date to
issue any shares of Common Stock or options or warrants, other than those
already issued in the offering of its common stock pursuant to Regulation D
promulgated under the Securities Act of 1933, as amended (the "Securities Act")
(the "Private Placement"), each Company will likely issue a substantial number
of additional shares in connection with the consummation of a Merger, probably
in most cases equal to nine or more times the amount held by the Company's
stockholders prior to the Merger. The Company currently has no intention to
issue Preferred Stock. The Company may have to effect reverse stock splits prior
to any Merger. To the

                                       -5-
<PAGE>

extent that such additional shares are issued, dilution to the interests of a
Company's stockholders will occur. Additionally, a change in control of the
Company may occur which may affect, among other things, the Company's ability to
utilize net operating loss carryforwards, if any.

        There currently are no limitations on each Company's ability to borrow
funds to effect a Merger. However, the Company's limited resources and lack of
operating history may make it difficult to borrow funds. The amount and nature
of any borrowings by the Company will depend on numerous considerations,
including the Company's capital requirements, potential lenders' evaluation of
the Company's ability to meet debt service on borrowings and the then prevailing
conditions in the financial markets, as well as general economic conditions. The
Company has no arrangements with any bank or financial institution to secure
additional financing and there can be no assurance that such arrangements if
required or otherwise sought, would be available on terms commercially
acceptable or otherwise in the best interests of the Company. The inability of
the Company to borrow funds required to effect or facilitate a Merger, or to
provide funds for an additional infusion of capital into a Merger Target, may
have a material adverse effect on the Company's financial condition and future
prospects, including the ability to effect a Merger. To the extent that debt
financing ultimately proves to be available, any borrowings may subject the
Company to various risks traditionally associated with indebtedness, including
the risks of interest rate fluctuations and insufficiency of cash flow to pay
principal and interest. Furthermore, a Merger Target may have already incurred
debt financing and, therefore, all the risks inherent thereto.

Competition for Merger Opportunities

        The Company is, and will continue to be, an insignificant participant in
the business of seeking a Merger with a Merger Target. The Company expects to
encounter intense competition from other entities having business objectives
similar to those of the Company. Many of these entities, including venture
capital partnerships and corporations, other blind pool companies, large
industrial and financial institutions, small business investment companies and
wealthy individuals, are well-established and have extensive experience in
connection with identifying and effecting Mergers directly or through
affiliates. Many of these competitors possess greater financial, technical,
human and other resources than the Company and there can be no assurance that
the Company will have the ability to compete successfully. The Company's
financial resources will be limited in comparison to those of many of its
competitors. This inherent competitive limitation may compel the Company to
select certain less attractive Merger prospects. There can be no assurance that
such prospects will permit the Company to achieve its stated business
objectives.

Equipment and Employees

        The Company has no operating business and thus no equipment and no
employees, and the Company does not expect to acquire any equipment or
employees. The Company does not intend to develop its own operating business but
instead will seek to effect a Merger with a Merger Target.

                                  Risk Factors

        This Annual Report includes projections of future results and
forward-looking statements. All statements that are included in this Annual
Report, other than statements of historical fact, are forward-looking
statements. Such statements reflect the current views of the Company with
respect to the future events and are subject to certain risks, uncertainties and
assumptions, including the following Risk Factors. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described herein as
anticipated, believed, estimated or expected. There can be no assurance that the
projected results will occur, and that these judgments or assumptions will prove
correct, that unforeseen developments will not occur or that the Company's
assumptions concerning future developments will not change.

The Company Has No Operating History or Basis for Evaluating Prospects

        The Company was incorporated in October 1998 and has no operating
business or plans to develop one and has not, as of the date hereof, identified
any Merger Targets. Accordingly, there is only a limited basis upon which

                                       -6-
<PAGE>

to evaluate the Company's prospects for achieving its intended business
objectives. To date, the Company's efforts have been limited to organizational
activities and the Private Placement.

The Company Has Limited Resources and No Present Source of Revenues

        The Company has limited resources and has had no revenues to date. In
addition, the Company will not achieve any revenues (other than insignificant
investment income) until, at the earliest, the consummation of a Merger.
Moreover, there can be no assurance that any Merger Target, at the time of the
Company's consummation of a Merger, or at any time thereafter, will derive any
material revenues from its operations or operate on a profitable basis. Further,
in order to avoid status as an "Investment Company" under the Investment Company
Act of 1940, as amended (the "Investment Company Act"), the Company will only
invest its funds prior to a Merger in limited investments which do not trigger
Investment Company status. There can be no assurance that determinations
ultimately made by the Company will permit the Company to achieve its business
objectives.

The Company May Need Additional Financing In Order to Execute Its Business Plan

        The Company has had no revenues to date and will be entirely dependent
upon its limited available financial resources (consisting primarily of the
proceeds of the Private Placement) to implement its business objectives. The
Company cannot ascertain with any degree of certainty the capital requirements
for the execution of its business plan. In the event that the Company's limited
financial resources prove to be insufficient to implement the Company's business
plan (because of the size of the Merger or other reasons), the Company may be
required to seek additional financing. In addition, in the event of the
consummation of a Merger, the Company may require additional financing to fund
the operations or growth of the Merger Target.

Additional Financing May Not Be Available to the Company If Needed

        There can be no assurance that additional financing, if needed, will be
available on acceptable terms, or at all. To the extent that additional
financing proves to be unavailable when needed, the Company would, in all
likelihood, be compelled to abandon plans of a Merger, and would have minimal
capital remaining to pursue other Merger Targets. The failure by the Company to
secure additional financing, if needed, could also have a material adverse
effect on the continued development or growth of the Merger Target. The Company
has no arrangements with any bank or financial institution to secure additional
financing and there can be no assurance that any such arrangement, if required
or otherwise sought, would be available on terms deemed to be commercially
acceptable and in the best interests of the Company.

The Company May Not Be Able to Borrow Funds If Needed

               There currently are no limitations on the Company's ability to
borrow funds to increase the amount of capital available to the Company to
effect a Merger. However, the limited resources of the Company and lack of
operating history will make it difficult to borrow funds. The amount and nature
of any borrowings by the Company will depend on numerous considerations,
including the Company's capital requirements, the Company's perceived ability to
meet debt service on any such borrowings and the then prevailing conditions in
the financial markets, as well as general economic conditions. There can be no
assurance that debt financing, if required or sought, would be available on
terms deemed to be commercially acceptable by and in the best interests of the
Company. The inability of the Company to borrow funds required to effect or
facilitate a Merger, or to provide funds for an additional infusion of capital
into a Merger Target, may have a material adverse effect on the Company's
financial condition and future prospects. Additionally, to the extent that debt
financing ultimately proves to be available, any borrowings may subject the
Company to various risks traditionally associated with indebtedness, including
the risks of interest rate fluctuations and insufficiency of cash flow to pay
principal and interest. Furthermore, a Merger Target may have already incurred
borrowings and, therefore, all the risks inherent thereto.

The Company is Unable to Ascertain Risks Relating to the Industry and Nature of
Unidentified Merger Targets

        The Company has not selected any particular industry or Merger Target in
which to concentrate its Merger efforts. The director and executive officer of
the Company has had no contact or discussions with any entity or

                                       -7-
<PAGE>

representatives of any entity regarding a consummation of a Merger. Accordingly,
there is no basis to evaluate the possible merits or risks of the Merger Target
or the particular industry in which the Company may ultimately operate, and
therefore risks of a currently unascertainable nature may arise when a specific
Merger Target and industry is chosen. For example, to the extent that the
Company effects a Merger with a financially unstable company or an entity in its
early stage of development or growth (including entities without established
records of revenues or income), the Company will become subject to numerous
risks inherent in the business and operations of financially unstable and early
stage or potential emerging growth companies. In addition, to the extent that
the Company effects a Merger with an entity in an industry characterized by a
high level of risk, the Company will become subject to the currently
unascertainable risks of that industry. An extremely high level of risk
frequently characterizes certain industries which experience rapid growth.
Although management will endeavor to evaluate the risks inherent in a particular
Merger Target or industry, there can be no assurance that the Company will
properly ascertain or assess all such risks.

Scarcity of and Competition for Merger Opportunities May Hinder the
Identification of a Merger Target and the Consummation of a Merger

        The Company expects to encounter intense competition from other entities
having business objectives similar to those of the Company. Many of these
entities, including venture capital partnerships and corporations, other blind
pool companies, large industrial and financial institutions, small business
investment companies and wealthy individuals, are well-established and have
extensive experience in connection with identifying and effecting Mergers
directly or through affiliates. Many of these competitors possess greater
financial, technical, human and other resources than the Company and there can
be no assurance that the Company will have the ability to compete successfully.
The Company's financial resources will be limited in comparison to those of many
of its competitors. This inherent competitive limitation may compel the Company
to select certain less attractive Merger prospects. There can be no assurance
that such prospects will permit the Company to achieve its stated business
objectives.

The Company Has No Current Agreement With any Possible Merger Target and No
Standards for a Merger, Which May Impair the Identification, Evaluation and
Consummation of Suitable Merger Opportunities

        The Company has no arrangement, agreement, or understanding with respect
to engaging in a Merger with any private entity. There can be no assurance that
the Company will successfully identify and evaluate suitable Merger
opportunities or conclude a Merger. Management has not identified any particular
industry or specific business within an industry for evaluations. Other than
issuing shares to its original stockholder and conducting the Private Placement,
the Company has never commenced any operational activities. There is no
assurance that the Company will be able to negotiate a merger 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 Merger Target to have achieved. Accordingly, the Company
may enter into a Merger with a Merger Target having no significant operating
history, losses, limited or no potential for earnings, limited assets, negative
net worth, or other negative characteristics.

Success of the Company's Business Plan Depends In Large Part Upon the
Consummation of a Merger

        The success of the Company's proposed plan of operation will depend to a
great extent on locating and consummating a Merger with a Merger Target.
Subsequent to any Merger, the Company's success will depend greatly on the
operations, financial condition, and management of the identified Merger Target.
While management intends to seek a Merger with a company that has an established
operating history, it cannot assure that the Company will successfully locate
candidates meeting such criteria. In the event the Company completes a Merger,
the success of the Company's operations may be dependent upon management of the
successor entity together with numerous other factors beyond the Company's
control.

The Company May Be Subject to Uncertainty in the Competitive Environment of a
Merger Target

        In the event that the Company succeeds in effecting a Merger, the
Company will, in all likelihood, become subject to intense competition from
competitors of the Merger Target. In particular, certain industries which
experience rapid growth frequently attract an increasingly larger number of
competitors, including competitors with

                                       -8-
<PAGE>

greater financial, marketing, technical, human and other resources than the
initial competitors in the industry. The degree of competition characterizing
the industry of any prospective Merger Target cannot presently be ascertained.
There can be no assurance that, subsequent to a consummation of a Merger, the
Company will have the resources to compete effectively in the industry of the
Merger Target, especially to the extent that the Merger Target is in a high-
growth industry.

Probable Lack of Business Diversification Due to Limited Resources Limits the
Prospects for the Company's Success

        As a result of the limited resources of the Company, the Company, in all
likelihood, will have the ability to effect only a single Merger. Accordingly,
the prospects for the Company's success will be entirely dependent upon the
future performance of a single business. Unlike certain entities which have the
resources to consummate several Mergers or entities operating in multiple
industries or multiple segments of a single industry, it is highly likely that
the Company will not have the resources to diversify its operations or benefit
from the possible spreading of risks or offsetting of losses. The Company's
probable lack of diversification may subject the Company to numerous economic,
competitive and regulatory developments, any or all of which may have a material
adverse impact upon the particular industry in which the Company may operate
subsequent to the consummation of a Merger. The prospects for the Company's
success may become dependent upon the development or market acceptance of a
single or limited number of products, processes or services. Accordingly,
notwithstanding the possibility of capital investment in and management
assistance to the Merger Target by the Company, there can be no assurance that
the Merger Target will prove to be commercially viable.

There Exist Conflicts of Interest Relating to Mr. Prestiano's Inter-Company
Conflicts

        Mr. Prestiano serves as the sole director and officer of nine other
companies (identified in Item 12, Part III below) that contemplate the same
business activities as the Company and thus compete directly with the Company.
As a result, Mr. Prestiano will have a conflict of interest with respect to
prospective Merger Targets and presenting the corporate opportunity to the
Company. In general, officers and directors of a corporation incorporated under
the laws of the State of Delaware are required to present certain business
opportunities to such corporation. As a result of Mr. Prestiano's business
associations with multiple companies he will have conflicting interests.
Therefore, the Company has agreed that with respect to conflicts of interest
amongst these companies related to the allocation of opportunities to negotiate
and Merge with Merger Targets, the Company will waive any conflict or claim
related to Mr. Prestiano's fiduciary duty. However, the conflict should be
mitigated by the fact that Mr. Prestiano has the same ownership interest in each
other company as he does in the Company, and each company (including the
Company) has identical stockholders, at least initially. The conflict will be
more significant should, at a later date, these facts change.

There Exist Conflicts of Interest Relating to Mr. Prestiano's Time Commitment to
the Company

        Mr. Prestiano is not required to commit his full time to the affairs of
the Company and it is likely that he will not devote a substantial amount of
time to the affairs of the Company. Mr. Prestiano will have conflicts of
interest in allocating management time among various business activities. As a
result, the consummation of a Merger may require a greater period of time than
if the Company's management devoted their full time to the Company's affairs.
However, Mr. Prestiano will devote such time as he deems reasonably necessary to
carry out the business and affairs of the Company, including the evaluation of
potential Merger Targets and the negotiation and consummation of a Merger and,
as a result, the amount of time devoted to the business and affairs of the
Company may vary significantly depending upon, among other things, whether the
Company has identified a Merger Target or is engaged in active negotiation and
consummation of a Merger. Mr. Prestiano is affiliated with nine other companies
engaged in business activities similar to those to be conducted by the Company,
and may in the future become affiliated with more, and therefore may have
conflicts of interest in determining to which entity a particular business
opportunity should be presented. In general, officers and directors of a
corporation incorporated under the laws of the State of Delaware are required to
present certain business opportunities to such corporation. Accordingly, as a
result of multiple business affiliations, Mr. Prestiano may have similar legal
obligations to present certain business opportunities to multiple entities.
There can be no assurance that any of the foregoing conflicts will be resolved
in favor of the Company.

                                       -9-
<PAGE>

There Exist Conflicts of Interest Relating to the Compensation and Reimbursement
of Mr. Prestiano and Affiliates

        Although Mr. Prestiano has received no compensation for his services as
the sole director and/or president of the Company, he and his affiliates have
been reimbursed, at cost, for the reasonable business expenses of the Company,
including those incurred in connection with the formation of the Company, the
Private Placement, and the preparation and filing of a Registration Statement on
Form 10 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Mr. Prestiano and his affiliates will also be entitled to be reimbursed
for any future reasonable business expenses of the Company, including any
expenses incurred in connection with any Merger. This will include reimbursement
for the cost of the personnel of Mr. Prestiano or his affiliates (other than Mr.
Prestiano himself) to be inclusive of all documented costs of their employment
on a reasonable hourly or daily allocation while engaged in activities on behalf
of the Company.

The Company May Pursue a Merger With a Merger Target Operating Outside the
United States: Special Additional Risks Relating to Doing Business in a Foreign
Country

        The Company may effectuate a Merger with a Merger Target whose business
operations or even headquarters, place of formation or primary place of business
are located outside the United States. In such event, the Company may face the
significant additional risks associated with doing business in that country. In
addition to the language barriers, different presentations of financial
information, different business practices, and other cultural differences and
barriers that may make it difficult to evaluate such a Merger Target, ongoing
business risks result from the internal political situation, uncertain legal
systems and applications of law, prejudice against foreigners, corrupt
practices, uncertain economic policies and potential political and economic
instability that may be exacerbated in various foreign countries.

The Company Depends Upon a Single Executive Officer and Director

        The ability of the Company to successfully effect a Merger will be
dependent upon the efforts of its executive officer and sole director, Mr. James
Prestiano. Notwithstanding the significance of Mr. Prestiano, the Company has
not entered into employment agreements or other understandings with Mr.
Prestiano concerning compensation or obtained any "key man" life insurance on
his life. The loss of the services of Mr. Prestiano could have a material
adverse effect on the Company's ability to successfully achieve its business
objectives. Mr. Prestiano is not required to commit a substantial amount of his
time to the affairs of the Company and, accordingly, may have conflicts of
interests in allocating management time among various business activities. The
Company will rely upon the expertise of Mr. Prestiano and does not anticipate
that it will hire additional personnel. However, if additional personnel are
required, there can be no assurance that the Company will be able to retain such
necessary additional personnel

The Company's Sole Executive Officer and Director has Limited Experience

        Although Mr. Prestiano has experience in buying and selling businesses,
he has no prior experience in "blind pool" or "blank check" companies such as
the Company, nor has he been a director or officer of any public company.

Mr. Prestiano Has Centralized Control of the Company's Affairs

        Mr. Prestiano owns 2,000,000 shares of Common Stock of the Company,
representing approximately 92% of the issued and outstanding shares of Common
Stock and approximately 92% of the voting power of the issued and outstanding
shares of Common Stock of the Company. In the election of directors,
stockholders are not entitled to cumulate their votes for nominees. Accordingly,
as a practical matter, management may be able to elect all of the Company's
directors and otherwise direct the affairs of the Company. Additionally,
stockholders will only be permitted to vote on a Merger if a stockholder vote is
required under Delaware General Corporation Law, and, even if allowed to vote,
Mr. Prestiano controls a majority of the stock of the Company, thus effectively
giving him control.


                                      -10-
<PAGE>

There Exists the Likelihood of a Change in Control and Management Upon the
Consummation of a Merger

        It is likely that any Merger will result in control by the Merger Target
stockholders and that the stockholders of the Company would retain only a
relatively small minority position. Any such Merger may require management of
the Company to sell, transfer or cancel all or a portion of the Company's stock
held by management, or cause Mr. Prestiano to resign or be removed as executive
officer and/or sole director and a corresponding reduction in or elimination of
his participation in the future affairs of the Company.

There is Limited Likelihood of a Regular Trading Market for the Common Stock

        A public market for the Common Stock does not exist and there can be no
assurance that one will ever develop or if developed will continue. However, the
Company is exploring all alternative strategies to attempt to obtain a quote for
its Common Stock on the NASDAQ Over The Counter bulletin board in order to
enhance its attractiveness to potential Merger partners. In general, creation of
a public market for the Common Stock depends on (i) acceptance of the Company on
an exchange or interdealer quotation system, (ii) filing of a Form 15-c2-11 with
NASDAQ for trading on the Over The Counter bulletin board or (iii) registration
of the shares through a Registration Statement filed under the Securities Act.
Such actions may be costly and difficult and could potentially fail. If so, it
would substantially hinder the liquidity of the Common Stock. If no market
develops, it may be difficult or impossible for the holders of the Common Stock
to sell their securities if they should desire to do so. In addition, there are
substantial restrictions on the sale or transfer of Common Stock imposed by
federal and state security laws, if the shares of Common Stock of the Company
are not registered through a Registration Statement. If the shares are
registered, there are no assurances that a regular trading market will develop
for any of the Common Stock and that if developed any such market will be
sustained. It is unlikely any market would develop without a Merger.

There Exist Risks to Stockholders Relating to Dilution: Authorization of
Additional Securities and Reduction of Percentage Share Ownership Following
Merger

        The Company's Certificate of Incorporation authorizes the issuance of
40,000,000 shares of Common Stock. There are currently 37,830,000 authorized but
unissued shares of Common Stock available for issuance. Although the Company has
no commitments as of this date to issue any of these 37,830,000 shares of Common
Stock, the Company will, in all likelihood, issue a substantial number of
additional shares in connection with or following a Merger. To the extent that
additional shares of Common Stock are issued, the Company's stockholders would
experience dilution of their respective ownership interests in the Company.
Additionally, if the Company issues a substantial number of shares of Common
Stock in connection with or following a Merger, a change in control of the
Company may occur which may affect, among other things, the Company's ability to
utilize net operating loss carry forwards, if any. Furthermore, the issuance of
a substantial number of shares of Common Stock may adversely affect prevailing
market prices, if any, for the Common Stock and could impair the Company's
ability to raise additional capital through the sale of its equity securities.
The Company may use consultants and other third parties providing goods and
services, including assistance in the identification and evaluation of potential
Merger Targets. These consultants or third parties may be paid in cash, stock,
options or other securities of the Company, and the consultants or third parties
may be Placement Agents or their affiliates. Mr. Prestiano has the sole
discretion to engage consultants and other assistance and to pay partially or in
whole with stock or options for stock of the Companies and to raise additional
funds by selling securities of the Company which may involve substantial
additional dilution to the investors.

Regulatory and Statutory Obstacles May Hinder the Company's Attractiveness to
Merger Candidates

        Merger Targets are often companies which wish to become public companies
to provide liquidity to their shareholders and possibly enhance their future
ability to access the capital markets, without the risk and expense of an
initial public offering. While the Merger does not immediately provide
significant capital, it does, if the Merger is executed as intended, create a
surviving Company which is public, which owns the assets and business of the
Merger Target (usually in a subsidiary) and the Merger Targets shareholders end
up with stock in the public Company. Management believes that the Company will
generally be attractive to Merger Targets if the Company has its Common Stock
being quoted by dealers and registered under the Exchange Act. Regulatory and
rulemaking authorities have, however, taken steps to make it difficult to enable
shell corporations (with no current business other

                                      -11-
<PAGE>

than one similar to the Company's) to have dealer quotations for the securities
of such corporations. In order to have dealers quote a bid and ask for the
common stock of the Company, in addition to other requirements, the dealer must
file a form pursuant to Rule 15c-2(11) promulgated pursuant to the Exchange Act.
Regulatory authorities may scrutinize and possibly take action to block
quotation by a dealer of stock in a shell company such as the Company. In
addition, the regulatory authorities generally will block a dealer from quoting
on stock of a company without some significant amount of free trading shares
available for trading, often referred to as the "float." All the currently
outstanding stock of the Company is held by a small number of shareholders and
currently there are no free-trading shares. As a result, there is no assurance
that the regulatory authorities will not block the attempt to obtain dealer
quotations for the Company's Common Stock.

The Company's Outstanding Shares of Common Stock Are Not Immediately Eligible
for Future Sale

        None of the 2,170,000 shares of Common Stock outstanding of the Company
as of the date of the Registration Statement are eligible for sale under Rule
144 ("Rule 144") promulgated under the Securities Act. In general, under Rule
144, as currently in effect, subject to the satisfaction of certain other
conditions, a person, including an affiliate of the Company (or persons whose
shares are aggregated), who has owned restricted shares of Common Stock
beneficially for at least one year is entitled to sell, within any three-month
period, a number of shares that does not exceed the greater of 1% of the total
number of outstanding shares of the same class or, if the Common Stock is quoted
on an exchange or NASDAQ, the average weekly trading volume during the four
calendar weeks preceding the sale. A person who has not been an affiliate of the
Company for at least three months immediately preceding the sale and who has
beneficially owned the shares of Common Stock to be sold for at least two years
is entitled to sell such shares under Rule 144 without regard to any of the
limitations described above. No prediction can be made as to the effect, if any,
that sales of such shares of Common Stock or the availability of such shares for
sale will have on the market prices, if any, for shares of Common Stock
prevailing from time to time. Nevertheless, the sale of substantial amounts of
Common Stock in the public market would likely adversely affect prevailing
market prices for the Common Stock and could impair the Company's ability to
raise capital through the sale of its equity securities.

The Uncertain Structure of a Merger May Result in Risks Relating to the Market
for the Company's Common Stock

        The Company may form one or more subsidiary entities to effect a Merger
and may, under certain circumstances, distribute the securities of subsidiaries
to the stockholders of the Company. There cannot be any assurance that a market
would develop for the securities of any subsidiary distributed to stockholders
or, if it did, any assurance as to the prices at which such securities might
trade.

Taxation Considerations May Impact the Structure of a Merger and Post-Merger
Liabilities

        Federal and state tax consequences will, in all likelihood, be major
considerations in any Merger the Company may undertake. The structure of a
Merger or the distribution of securities to stockholders may result in taxation
of the Company, the Merger Target or stockholders. Typically, these transactions
may be structured to result in tax-free treatment to both companies, pursuant to
various federal and state tax provisions. The Company intends to structure any
Merger so as to minimize the federal and state tax consequences to both the
Company and the Merger Target. Management cannot assure that Merger will meet
the statutory requirements for 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.

The Company May Be Deemed an Investment Company and Subjected to Related
Restrictions

        The regulatory scope of the Investment Company Act, which was enacted
principally for the purpose of regulating vehicles for pooled investments in
securities, extends generally to companies engaged primarily in the business of
investing, reinvesting, owning, holding or trading in securities. The Investment
Company Act may, however, also be deemed to be applicable to a company which
does not intend to be characterized as an investment company but which,
nevertheless, engages in activities which may be deemed to be within the
definitional scope of certain provisions of the Investment Company Act. The
Company believes that its anticipated principal activities,

                                      -12-
<PAGE>

which will involve acquiring control of an operating company, will not subject
the Company to regulation under the Investment Company Act. Nevertheless, there
can be no assurance that the Company will not be deemed to be an investment
company, particularly during the period prior to consummation of a Merger. If
the Company is deemed to be an investment company, the Company may become
subject to certain restrictions relating to the Company's activities, including
restrictions on the nature of its investments and the issuance of securities. In
addition, the Investment Company Act imposes certain requirements on companies
deemed to be within its regulatory scope, including registration as an
investment company, adoption of a specific form of corporate structure and
compliance with certain burdensome reporting, record keeping, voting, proxy,
disclosure and other rules and regulations. In the event of the characterization
of the Company as an investment company, the failure by the Company to satisfy
such regulatory requirements, whether on a timely basis or at all, would, under
certain circumstances, have a material adverse effect on the Company.

The Company Expects to Pay No Cash Dividends

        The Company does not expect to pay dividends prior to the consummation
of a Merger. The payment of dividends after consummating any such Merger, if
any, will be contingent upon the Company's revenues and earnings, if any,
capital requirements, and general financial condition subsequent to consummation
of a Merger. The payment of any dividends subsequent to a Merger will be within
the discretion of the Company's then Board of Directors. The Company presently
intends to retain all earnings, if any, for use in the Company's business
operations and accordingly, the Board does not anticipate declaring any
dividends in the foreseeable future.

The Company is Authorized to Issue Preferred Stock

        The Company's Certificate of Incorporation authorizes the issuance of
5,000,000 shares of preferred stock (the "Preferred Stock"), with such
designations, powers, preferences, rights, qualifications, limitations and
restrictions of such series as the Board of Directors, subject to the laws of
the State of Delaware, may determine from time to time. Accordingly, the Board
of Directors is empowered, without stockholder approval, to issue Preferred
Stock with dividend, liquidation, conversion, voting or other rights which could
adversely affect the voting power or other rights of the holders of Common
Stock. In addition, the Preferred Stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of the Company. Although the Company does not currently intend to issue
any shares of Preferred Stock, there can be no assurance that the Company will
not do so in the future. As of this date, the Company has no outstanding shares
of Preferred Stock.


Item 7.  Financial Statements

        See the Consolidated Financial Statements and related Report of
Independent Certified Public Accountants included herewith as pages F-1 through
F-8.


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

        None.



                                      -13-
<PAGE>

                                    Part III


Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance With Section 16(a) of the Exchange Act

        The following table sets forth information concerning the sole director
and executive officer of the Company:

Name                     Age          Title

James A. Prestiano        35          President, Secretary, and Sole Director

        Mr. James A. Prestiano, age 35, is the sole director, president, and
secretary of the Company. Mr. Prestiano is the principal of the Law Offices of
James A. Prestiano. Mr. Prestiano practices law in New York, New York in the
areas of securities law, corporate law, litigation and other business matters.
Mr. Prestiano has practiced law in New York since 1993. From 1990 to 1993, Mr.
Prestiano was a Staff Attorney at the Northeast Regional Office of the United
States Securities and Exchange Commission. Mr. Prestiano is a graduate of St.
Johns University, where he received a B.A. degree in 1987 and a law degree in
1990.

       Mr. Prestiano is not required to commit his full time to the affairs of
the Company and it is likely that he will not devote a substantial amount of
time to the affairs of the Company. Mr. Prestiano will have conflicts of
interest in allocating management time among various business activities. As a
result, the consummation of a Merger may require a greater period of time than
if the Company's management devoted their full time to the Company's affairs.
However, Mr. Prestiano will devote such time as he deems reasonably necessary to
carry out the business and affairs of the Company, including the evaluation of
potential Merger Targets and the negotiation and consummation of a Merger and,
as a result, the amount of time devoted to the business and affairs of the
Company may vary significantly depending upon, among other things, whether the
Company has identified a Merger Target or is engaged in active negotiation and
consummation of a Merger.


Item 10.  Executive Compensation

       James A. Prestiano is the sole officer and director of the Company. Mr.
Prestiano receives no compensation for his services as the sole director and/or
president and secretary of the Company. Mr. Prestiano and his affiliates have
been reimbursed, at cost, for the reasonable business expenses of the Company,
including those incurred in connection with the formation of the Company, the
Private Placement, and the preparation and filing of a Registration Statement on
Form 10 under the Exchange Act. Mr. Prestiano and his affiliates will also be
entitled to be reimbursed for any future reasonable business expenses of the
Company, including any expenses incurred in connection with any Merger. This
will include reimbursement for the cost of the personnel of Mr. Prestiano or his
affiliates (other than Mr. Prestiano himself) to be inclusive of all documented
costs of their employment on a reasonable hourly or daily allocation while
engaged in activities on behalf of the Company.

       While the Company does not presently anticipate engaging the services of
professional firms that specialize in finding business acquisitions on any
formal basis, the Company may engage such firms in the future, in which event
the Company may pay a finder's fee or other compensation. In no event, however,
will the Company pay a finder's fee or commission to any officer and director of
the Company or any entity with which he is affiliated for such service.
Moreover, in no event shall the Company issue any of its securities to any
officer, director or promoter of the Company, or any of their respective
affiliates or associates, in connection with activities designed to locate a
Merger Target.


                                      -14-
<PAGE>

Item 11.  Security Ownership of Certain Beneficial Owners and Management

       The following table sets forth information as of this date, with respect
to Common Stock of the Company owned by James A. Prestiano, the sole director
and officer of the Company, and the only individual who owns more than 5% of the
outstanding and voting Common Stock.


                                                  Shares        Percent
                                               Beneficially     of Class
                   Name                            Owned       Outstanding
------------------------------------------- ------------------ -----------
James A. Prestiano(1)                             2,000,000(2)     92.17%
All Officers and Directors as a group             2,000,000        92.17%
(one person)
---------------------------

(1)    The address for Mr. Prestiano is c/o the Company, 317 Madison Avenue,
       Suite 2310, New York, NY 10017, telephone: (212) 949-9696, facsimile:
       (212) 949-9241.
(2)    Mr. Prestiano has sole voting and investment power with respect to
       the shares shown.

       A Merger will, in all likelihood, result in stockholders of the Merger
Target obtaining a controlling interest in the Company. Any such Merger may
require management of the Company to sell, transfer or cancel all or a portion
of the Company's stock held by management, or cause Mr. Prestiano to resign or
be removed as executive officer and/or sole director and a corresponding
reduction in or elimination of his participation in the future affairs of the
Company

Item 12.  Certain Relationships and Related Transactions

       To this date, the Company has had no operating business and engaged in no
transactions in which Mr. Prestiano has had any direct or indirect material
interest. Should the Company engage in any such transaction in the future, Mr.
Prestiano's interest therein would arise only from his ownership of Common Stock
of the Company and would receive no extra or special benefit that was not shared
equally (pro rata) by all holders of Common Stock of the Company.

       In addition to the Company, Mr. Prestiano serves as the sole director and
sole officer (President, Secretary and Chief Financial Officer) of nine other
companies that contemplate the same business activities as the Company and thus
compete directly with the Company. Including the Company, these companies are:
Algiers Resources, Inc.; Balstron Corporation; Daliprint, Inc.; Hartscup
Corporation; Mayall Partners, Inc.; PSLRA, Incorporated; Regal Acquisitions,
Inc.; Spacial Corporation; Voyer One, Inc.; and Voyer Two, Inc.

       As a result of his role as the sole officer and director of these ten
companies, Mr. Prestiano will have a conflict of interest with respect to
prospective Merger Targets and presenting the corporate opportunity to the
Company. In general, officers and directors of a corporation incorporated under
the laws of the State of Delaware are required to present certain business
opportunities to such corporation, and the laws of the state of Delaware further
provide rights and remedies to shareholders in the event such duty is breached.
As a result of Mr. Prestiano's business associations with multiple companies he
will have conflicting interests. Therefore, the Company has agreed that with
respect to conflicts of interest amongst these companies related to the
allocation of opportunities to negotiate and Merge with Merger Targets, the
Company will waive any conflict or claim related to Mr. Prestiano's fiduciary
duty. However, the conflict should be mitigated by the fact that Mr. Prestiano
has the same ownership interest in each other company as he does in the Company,
and each company (including the Company) has identical stockholders, at least
initially. The conflict will be more significant should, at a later date, these
facts change.

       Similarly, in general, officers and directors of a corporation
incorporated under the laws of the state of Delaware owe certain fiduciary
obligations to the shareholders of such corporation. Among these are the duties
of fiduciary care and loyalty, prudent business judgment, and the
above-mentioned duty regarding the presentation of

                                      -15-

<PAGE>

corporate opportunities. Essentially, officers and directors have a duty to act
in a manner so as to advance the financial interests of the corporation and the
shareholders. When these obligations or duties are breached, aggrieved
shareholders can seek redress through a derivative action brought on behalf of
the corporation and occasionally, depending on the facts and circumstances,
through suits brought individually. However, with respect to the Company and the
nine other companies, each current shareholder was made aware at the time he or
she acquired his or her shares of the fact that Mr. Prestiano is the sole
officer and director of the Company and the nine other companies (as stated in
the offering memorandum pursuant to which each shareholder acquired his or her
shares). In addition, each shareholder at the time of his or her acquisition of
shares of the Company was required to make an equal investment in each of the
other nine companies. Thus, because each shareholder of the Company is also an
equal shareholder in each of the nine other companies that compete directly with
the Company, no shareholder of the Company would be harmed due to conflicts of
interest amongst these companies related to Mr. Prestiano's fiduciary
obligations as sole officer and director of each company and/or the allocation
of opportunities to negotiate and Merge with Merger Targets.

        Mr. Prestiano and the Company have no formal plan relating to the
allocation of business or Merger opportunities between the Company and the nine
other companies, and thus there can be no assurance that any Merger opportunity
shall be presented to the Company, as opposed to one of the nine other
Companies.


Item 13.  Exhibits and Reports on Form 8-K

(a)  Exhibits

Exhibit Number                Description

3(i)                          Certificate of Incorporation (CE)

3(ii)                         Bylaws (CE)

4.1                           Form of Subscription Supplement, Lock-Up
                              and Registration Rights Agreement executed by
                              investors in the Private Placement (CE)

4.2                           Form of Subscription Agreement executed by
                              investors in the Private Placement (CE)

4.3                           Placement Agent's Warrant Agreement (CE)

10                            Placement Agent Agreement (CE)

601(c)                        Financial Data Schedule

(b)  Reports on Form 8-K

    No reports on Form 8-K were filed during the fourth quarter of 1999.


                                      -16-

<PAGE>
                                   Signatures

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


                          HARTSCUP CORPORATION


                          By /s/ James A. Prestiano
                            ------------------------
                             James A. Prestiano, President, Secretary and Chief
                             Financial Officer
                          Date: March 29, 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 Company
and in the capacities and on the dates indicated.


                          By /s/ James A. Prestiano
                            ------------------------
                            James A. Prestiano, President, Secretary and Chief
                            Financial Officer and sole Director
                          Date:  March 29, 2000


                                      -17-
<PAGE>

                              HARTSCUP CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                    FOR THE YEAR ENDED DECEMBER 31, 1999 AND
                       FOR THE PERIOD FROM OCTOBER 6, 1998
                        (INCEPTION) TO DECEMBER 31, 1998










<PAGE>


                                                            HARTSCUP CORPORATION
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                                        CONTENTS
                                                               December 31, 1999


                                                                       Page

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                      F-1

FINANCIAL STATEMENTS

     Balance Sheet                                                      F-2

     Statements of Operations                                           F-3

     Statements of Stockholders' Equity                                 F-4

     Statements of Cash Flows                                           F-5

     Notes to Financial Statements                                    F-6 - 8




<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Stockholders
Hartscup Corporation

We have audited the accompanying balance sheet of Hartscup Corporation (a
development stage company) as of December 31, 1999, and the related statements
of operations, stockholders' equity, and cash flows for the year then ended and
the period from October 6, 1998 (inception) to December 31, 1998. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hartscup Corporation as of
December 31, 1999, and the results of its operations and its cash flows for the
year then ended and the period from October 6, 1998 (inception) to December 31,
1998 in conformity with generally accepted accounting principles.

As discussed in Note 1, the Company has been in the development stage since its
inception on October 6, 1998. The Company has incurred losses from operations.
These factors raise substantial doubt about the Company's ability to continue as
a going concern.



SINGER LEWAK GREENBAUM & GOLDSTEIN LLP

Los Angeles, California
February 9, 2000


                                      F-1
<PAGE>
                                                            HARTSCUP CORPORATION
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                                   BALANCE SHEET
                                                               December 31, 1999

                                     ASSETS

Assets
     Cash                                                      $ 30,395
                                                               --------
                  Total assets                                 $ 30,395
                                                               ========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
     Accrued expenses                                          $  2,790
                                                               --------

         Total current liabilities                                2,790
                                                               --------

Stockholders' equity
     Preferred stock, $0.001 par value
         5,000,000 shares authorized
         no shares issued and outstanding                             -
     Common stock, $0.001 par value
         40,000,000 shares authorized
         2,170,000 shares issued and outstanding                  2,170
     Additional paid-in capital                                  36,180
     Contributed capital - stock warrants outstanding             2,813
     Deficit accumulated during the development stage           (13,558)
                                                               --------

              Total stockholders' equity                         27,605
                                                               --------

                  Total liabilities and stockholders' equity   $ 30,395
                                                               ========



   The accompanying notes are an integral part of these financial statements.
                                      F-2
<PAGE>
                                                            HARTSCUP CORPORATION
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                        STATEMENTS OF OPERATIONS
                                           For the Year Ended December 31, 1999,
       for the Period from October 6, 1998 (Inception) to December 31, 1998, and
            for the Period from October 6, 1998 (Inception) to December 31, 1999

<TABLE>
<CAPTION>
                                                                                 For the               For the
                                                                               Period from           Period from
                                                                                October 6,            October 6,
                                                           For the                 1998                  1998
                                                          Year Ended          (Inception) to       (Inception) to
                                                         December 31,          December 31,          December 31,
                                                             1999                  1998                  1999
                                                       ----------------      ----------------      ----------------
<S>                                                    <C>                   <C>                   <C>
Operating expenses                                     $         12,320      $          1,238      $        (13,558)
                                                       ----------------      ----------------      ----------------

Net loss                                               $        (12,320)     $         (1,238)     $        (13,558)
                                                       ================      ================      ================

Basic and diluted
   Loss per common share                               $         (0.006)     $         (0.001)     $         (0.006)
                                                       ================      ================      ================

   Weighted-average common shares
     outstanding                                              2,155,907             2,013,953             2,117,911
                                                       ================      ================      ================
</TABLE>


   The accompanying notes are an integral part of these financial statements.
                                      F-3
<PAGE>

                                                            HARTSCUP CORPORATION
                                                   (A DEVELOPMENT STAGE COMPANY)
                                              STATEMENTS OF STOCKHOLDERS' EQUITY
                                        For the Year Ended December 31, 1999 and
            for the Period from October 6, 1998 (Inception) to December 31, 1998
<TABLE>
<CAPTION>
                                                                                  Contributed      Deficit
                                                                                    Capital -    Accumulated
                                              Common Stock          Additional       Stock       during the
                                       ------------------------      Paid-In        Warrants     Development
                                        Shares           Amount      Capital      Outstanding      Stage           Total
                                        ------           ------     ----------    -----------    -----------       -----
<S>                                   <C>             <C>            <C>           <C>            <C>            <C>
Balance, October 6, 1998 (inception)         -        $       -      $       -     $        -     $        -     $     -

Sale of common stock                 2,020,000            2,020          2,580                                     4,600

Net loss                                                                                              (1,238)     (1,238)
                                   -----------        ---------      ---------     ----------     ----------     -------

Balance, December 31, 1998           2,020,000            2,020          2,580              -         (1,238)      3,362

Sale of common stock                   150,000              150         33,600                                    33,750

Issuance of stock warrants                                                              2,813                      2,813

Net loss                                                                                             (12,320)    (12,320)
                                   -----------        ---------      ---------     ----------     ----------     -------

     Balance, December 31, 1999      2,170,000        $   2,170      $  36,180     $    2,813     $  (13,558)    $27,605
                                   ===========        =========      =========     ==========     ==========     =======
</TABLE>



   The accompanying notes are an integral part of these financial statements.
                                      F-4
<PAGE>
                                                            HARTSCUP CORPORATION
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                        STATEMENTS OF CASH FLOWS
                                           For the Year Ended December 31, 1999,
       for the Period from October 6, 1998 (Inception) to December 31, 1998, and
            for the Period from October 6, 1998 (Inception) to December 31, 1999
<TABLE>
<CAPTION>
                                                                                 For the              For the
                                                                               Period from           Period from
                                                                               October 6,            October 6,
                                                           For the                1998                   1998
                                                          Year Ended         (Inception) to        (Inception) to
                                                         December 31,          December 31,         December 31,
                                                             1999                  1998                  1999
                                                       ----------------      ----------------      ---------------
<S>                                                    <C>                   <C>
Cash flows from operating activities
     Net loss                                            $      (12,320)       $       (1,238)     $      (13,558)
     Adjustments to reconcile net loss to
         net cash used in operating activities
              Stock warrants outstanding                          2,813                     -               2,813
     Change in
         Prepaid expenses                                         1,888                (1,888)                  -
         Accrued expenses                                         2,740                    50               2,790
                                                         --------------        --------------      --------------

Net cash used in operating activities                            (4,879)               (3,076)             (7,955)
                                                         --------------        --------------      --------------

Cash flows from financing activities
     Cash received for common stock                              38,250                   100              38,350
     Due to stockholder                                          (3,076)                3,076                   -
                                                         --------------        --------------      --------------

Net cash provided by financing activities                        35,174                 3,176              38,350
                                                         --------------        --------------      --------------

Net increase in cash                                             30,295                   100              30,395

Cash, beginning of period                                           100                     -                   -
                                                         --------------        --------------      --------------

Cash, end of period                                      $       30,395        $          100      $       30,395
                                                         ==============        ==============      ==============
</TABLE>



   The accompanying notes are an integral part of these financial statements.
                                      F-5
<PAGE>
                                                            HARTSCUP CORPORATION
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                   NOTES TO FINANCIAL STATEMENTS
                                                               December 31, 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Organization and Line of Business
         Hartscup Corporation (the "Company") was incorporated on October 6,
         1998 in the State of Delaware. The Company is in the development stage,
         and its intent is to operate as a capital market access corporation and
         to acquire one or more existing businesses through merger or
         acquisition. The Company has had no significant business activity to
         date.

         Basis of Presentation
         The Company has been in the development stage since its inception on
         October 6, 1998. The Company has incurred losses from operations. These
         factors raise substantial doubt about the Company's ability to continue
         as a going concern.

         Start-Up Costs
         Start-up costs include legal and professional fees. In accordance with
         Statement of Position 98-5, "Costs of Start-Up Activities," these costs
         have been expensed as incurred.

         Estimates
         The preparation of the Company's financial statements in conformity
         with generally accepted accounting principles requires the Company's
         management to make estimates and assumptions that affect the amounts
         reported in these financial statements and accompanying notes. Actual
         results could differ from those estimates.

         Loss per Share
         During the period from October 6, 1998 (inception) to December 31,
         1998, the Company adopted SFAS No. 128, "Earnings per Share." Basic
         loss per share is computed by dividing the loss available to common
         stockholders by the weighted-average number of common shares
         outstanding. Diluted loss per share is computed similar to basic loss
         per share except that the denominator is increased to include the
         number of additional common shares that would have been outstanding if
         the potential common shares had been issued and if the additional
         common shares were dilutive. Because the Company has incurred net
         losses, basic and diluted loss per share are the same.

         Income Taxes
         The Company uses the asset and liability method of accounting for
         income taxes. The asset and liability method accounts for deferred
         income taxes by applying enacted statutory rates in effect for periods
         in which the difference between the book value and the tax bases of
         assets and liabilities are scheduled to reverse. The resulting deferred
         tax asset or liability is adjusted to reflect changes in tax laws or
         rates. Because the Company is in the development stage and has incurred
         a loss from operations, no benefit is realized for the tax effect of
         the net operating loss carryforward due to the uncertainty of its
         realization.

                                      F-6
<PAGE>

                                                            HARTSCUP CORPORATION
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                   NOTES TO FINANCIAL STATEMENTS
                                                               December 31, 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Recently Issued Accounting Pronouncements
         In June 1999, the Financial Accounting Standards Board ("FASB") issued
         SFAS No. 136, "Transfer of Assets to a Not-for-Profit Organization or
         Charitable Trust that Raises or Holds Contributions for Others." This
         statement is not applicable to the Company.

         In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
         Instruments and Hedging Activities." The Company does not expect
         adoption of SFAS No. 137 to have a material impact, if any, on its
         financial position or results of operations.


NOTE 2 - STOCKHOLDERS' EQUITY

         The subscription receivable of $4,500 at December 31, 1998 was
         collected in January 1999.

         The subscription receivable represents amounts received in a master
         bank account for which the President/Director of the Company is the
         sole signatory. This account serves as an escrow account. Funds are
         transferred from this bank account to the Company's bank account, net
         of placement agent's fees for common stock subscribed and any amount
         paid on behalf of the Company.


NOTE 3 - WARRANTS OUTSTANDING

         On April 19, 1999, warrants to purchase 51,000 shares of the Company's
         common stock, par value $0.001, were issued to the placement agent at
         an exercise price of $0.255 per share. The shares vest immediately and
         can be exercised within seven years from the date of issuance of the
         warrants. The fair value of the warrants at the date of issuance was
         approximately $2,813 based on the fair value of the placement agent's
         services, less cash paid. As of December 31, 1999, the warrants were
         still outstanding.


NOTE 4 - RELATED PARTY TRANSACTIONS

         The Company utilizes office space of a law firm owned by its
         President/Director. The Company does not pay any rent for such office
         space.

         The Company owed $0 and $3,076 at December 31, 1999 and 1998,
         respectively, to the President/Director of the Company.

                                      F-7
<PAGE>

                                                            HARTSCUP CORPORATION
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                   NOTES TO FINANCIAL STATEMENTS
                                                               December 31, 1999

NOTE 5 - YEAR 2000 ISSUE

         Management believes that the Year 2000 Issue did not have a material
         effect on the Company's financial position or results of operations.


                                      F-8