U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                 Amendment 1 to
                                   Form 10-KSB

(Mark One)

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

     For the fiscal year ended September 30, 1999

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from _______________ to ________________

Commission File no. 0-25359

                                  cmerun, inc.
                            f/k/a Fundae Corporation
                  --------------------------------------------
                 (Name of small business issuer in its charter)

          FLORIDA                                     65-0877745
-------------------------------                  -------------------
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                     Identification No.)

222 Lakeview Avenue, Suite 160-146
West Palm Beach, FL                                    33401
--------------------------------------                ----------
(Address of principal executive offices)              (Zip Code)

Issuer's telephone number (561) 832-5698

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

Title of each class                                Name of each exchange
                                                    on which registered
        None
-------------------------                        -------------------------
Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $.0001 par value
                                (Title of class)
                               -------------------

Copies of Communications Sent to:
                              Mercedes Travis, Esq.
                              Mintmire & Associates
                              265 Sunrise Avenue, Suite 204
                              Palm Beach, FL 33480
                              Tel: (561) 832-5696:
                              Fax: (561) 659-5371

<PAGE>



     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

         Yes   X           No
             -----             -----

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  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]

     State issuer's revenues for its most recent fiscal year. $ 0.00

     Of the  1,400,000  shares  of voting  stock of the  registrant  issued  and
outstanding as of December 15, 1999,  900,000 shares are held by non-affiliates.
The aggregate  market value of the voting stock held by  non-affiliates  as of a
December 13, 1999 is approximately $5,850,000.00.



<PAGE>



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

     Because the Company has been generally inactive since its inception, it has
had no  independent  accountant  until the  retention in December 1998 of Dorra,
Shaw & Dugan, CPA's, 270 South County Road, Palm Beach, Florida 33480. There has
been no  change  in the  Company's  independent  accountant  during  the  period
commencing with the Company's retention of Dorra, Shaw & Dugan,  CPA's,  through
the date hereof.



Reason for amendment:

         The  Independent  Auditors'  Report as  originally  filed  inadvertenly
ommitted  reference  to  the  financial  statements' conformity  with  generally
accepted accounting principles in the United States of America.


<PAGE>



INDEX TO THE FINANCIAL STATEMENTS



FUNDAE CORPORATION

TABLE OF CONTENTS


                       INDEX TO THE FINANCIAL STATEMENTS

                               FUNDAE CORPORATION

                               TABLE OF CONTENTS








Independent Auditor's Report                               F-1

Balance Sheet                                              F-2

Statement of Operations and Accumulated Deficit            F-3

Statement of Cash Flows                                    F-4

Notes to Financial Statements                              F-5



<PAGE>



Dorra Shaw & Dugan
Certified Public Accountants

To the Board of Directors and Stockholders
Fundae Corporation
Palm Beach, Florida


We have audited the accompanying  balance sheet of Fundae Corporation (a Florida
corporation  and a development  stage company) as of September 30, 1999, and the
related  statements of  operations,  accumulated  deficit and cash flows for the
period  December  1, 1998 (date of  inception)  to  September  30,  1999.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of Fundae  Corporation  as of
September 30, 1999 and the results of its  operations and its cash flows for the
period  from  December  1, 1998 (date of  inception)  to  September  30, 1999 in
conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern. As shown in the financial  statements,
the Company has incurred net losses since its inception. The Company's financial
position and  operating  results  raise  substantial  doubt about its ability to
continue as a going concern.  Management's plan regarding those matters also are
described in Note D. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.


/s/Dorra Shaw & Dugan
--------------------------------
Certified Public Accountants

December 17, 1999


                  270 South County Road * Palm Beach, FL 33480
                  Telephone (561) 822-9955 * Fax (561) 832-7580
                              Website: dsd-cpa.com

                                       F-1


<PAGE>





                               FUNDAE CORPORATION
                         ( A Development Stage Company)

                                 BALANCE SHEET


<TABLE>
<S>                                                          <C>
September 30,                                                           1999
------------------------------------------------------------ ---------------

ASSETS

Current Assets:
                                                        Cash  $           62
---- ------------------------------------------------------- ---------------

TOTAL CURRENT ASSETS                                                      62
------------------------------------------------------------ ---------------

                                                              $           62
---- ------------------------------------------------------- ---------------


LIABILITIES

Current Liabilities:
                                            Accrued expenses  $           -
---- ------------------------------------------------------- ---------------

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

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


STOCKHOLDERS' EQUITY

Common stock - $.0001 par value - 50,000,000 share
     authorized 1,400,000 shares issued and outstanding                 140
Preferred stock - No par value - 10,000,000 shares authorized
      No shares issued or outstanding                                     -
                      Additional paid-in-capital                     33,360
                           Accumulated (deficit)                    (33,438)
---- ------------------------------------------------------- ---------------

TOTAL STOCKHOLDERS' EQUITY                                               62
------------------------------------------------------------ ---------------

                                                             $           62
---- ------------------------------------------------------- ---------------
</TABLE>

     The accompanying notes are an integral part of the financial statements
                                       F-2



<PAGE>





                               FUNDAE CORPORATION
                         ( A Development Stage Company)

                          STATEMENT OF OPERATIONS AND
                               ACCUMULATED DEFICIT



<TABLE>
<S>                                                                  <C>
For the period December 1,1998 (date of inception) to September 30,  1999
-------------------------------------------------------------------  -----------

Revenues                                                             $        -
-------------------------------------------------------------------  -----------


Operating expenses:
                                Professional fees     30,863
                               Taxes and licenses      1,237
                          Office and bank charges         338            32,438
--- ---------------------------------------------------------------  -----------

Loss before income taxes                                                (32,438)
Income  taxes                                                                 -
-------------------------------------------------------------------  -----------

Net loss                                                                (32,438)

Accumulated deficit - December 1, 1998                                   (1,000)
-------------------------------------------------------------------  -----------

Accumulated deficit - September 30, 1999                             $  (33,438)
-------------------------------------------------------------------  -----------

Net loss per share                                                   $    (0.02)
-------------------------------------------------------------------  -----------
</TABLE>


     The accompanying notes are an integral part of the financial statements
                                       F-3



<PAGE>






                               FUNDAE CORPORATION
                         (A Development Stage Company)

                            Statement of Cash Flows





For the period December 1, 1998 (date of inception) to September 30,   1999
-------------------------------------------------------------------   ----------

Operating Activities:
        Net loss                                                      $ (32,438)
    Adjustments to reconcile net loss to net cash
                    used by operating activities:
                                     Increase in:
            Issuance of common stock for services                        12,500
-------------------------------------------------------------------   ----------

Net cash used by operating activities                                   (19,938)
-------------------------------------------------------------------   ----------

Financing activities:
                                          Issuance of Common Stock       20,000
---- -------------------------------------------------------------    ----------

Net cash provided by financing activities                                20,000
------------------------------------------------------------------    ----------

Net increase in cash                                                         62
------------------------------------------------------------------    ----------

Cash - September 30, 1999                                             $      62
------------------------------------------------------------------    ----------



     The accompanying notes are an integral part of the financial statements
                                       F-4



<PAGE>



Fundae Corporation
Notes to Financial Statements

Note A - Summary of Significant Accounting Policies:

Organization

Fundae  Corporation  (a  development  stage  company)  is a Florida  Corporation
organized  March  16,  1995 to sell  chocolate  malts,  flavorings  and  related
products.  The Company  failed in its attempt to implement its initial  business
plan and during June 1996  abandoned its efforts.  The Company had no operations
for the period  prior to June 1996.  The Company was  inactive and there were no
transactions from June 1996 to the date of reinstatement by the State of Florida
on  December  1,  1998 that  affect  the  balances  reflected  in the  financial
statements as of December 1, 1998.

The Company has a new business  plan,  which was adopted on or about December 1,
1998, which is to engage in seeking potential operating  businesses and business
opportunities  with the intent to acquire  or merge  with such  businesses.  The
assets of the Company  will be used for its  expenses of  operation to implement
this plan.  The  Company is  actively  pursuing a merger  partner at the present
time.  In this  connection  the  Company  changed  its name to CMERUN,  Inc.  on
December 2, 1999.

Accounting Method

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. The Company has elected a September 30 year end.

Start - Up Costs

Start - up and organization costs are being expensed as incurred.

Loss Per Share

The  computation  of loss per  share of  common  stock is based on the  weighted
average number of shares outstanding at the date of the financial statements.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect certain  reported amounts and  disclosures.  Accordingly,  actual results
could differ from those estimates.

Note B - Stockholders' Equity:

On March 16, 1995, the Company issued 500,000 shares of common stock, in lieu of
cash,  for the fair market value of services  rendered by its initial  officer -
stockholder.  On or about December 1, 1998,  third parties  purchased the shares
from the  initial  officer -  stockholder.  On or about  December  1, 1998,  the
Company  issued  500,000  shares  of its  common  stock to its sole  officer  in
exchange for services  valued at $12,500.  Subsequently  the same third  parties
purchased at $0.05 per share,  400,000 shares of the common stock of the Company
in a private  placement  pursuant  to  Regulation  D of the SEC.  The $30,863 in
professional  fees  includes  the  costs and  expenses  (including  legal  fees)
associated  with the  preparation  and  filing  of the  registration  statement.
Included in professional fees are additional legal fees of $25,363 for

                                       F-5



<PAGE>



Note B - Stockholder's Equity (Cont'd):


merger and acquisition  activities  unrelated to the registration  statement and
$5,500 in auditing and accounting fees.

At September 30, 1999,  the Company had authorized  50,000,000  shares of $.0001
par value  common  stock and had  1,400,000  shares of common  stock  issued and
outstanding.  In addition, the Company authorized 10,000,000 shares of preferred
stock with the specific  terms;  conditions,  limitations  and preferences to be
determined by the Board of Directors.  None of the preferred stock is issued and
outstanding.

Note C - Income Taxes:

The Company has a net operating loss carry forward of $32,428 that may be offset
against  future  taxable  income.  If not used, the carry forward will expire in
2014.

Note D - Going Concern:

The  Company's  financial  statements  are  prepared  using  generally  accepted
accounting  principles  applied  to  a  going  concern  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  The Company has incurred losses from its inception  through September
30, 1999. It has not  established  revenues  sufficient to cover operating costs
and to allow it to  continue  as a going  concern.  Management  plans  currently
provide for experts to secure a successful acquisition or merger partner so that
it will be able to continue as a going  concern.  In the event such  efforts are
unsuccessful,  contingent  plans have been  arranged to provide that the current
Director of the Company is to fund required future filings under the 34 Act, and
existing  shareholders  have  expressed  an  interest in  additional  funding if
necessary to continue the Company as a going concern.




                                       F-6











<PAGE>



                                   Signatures

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused  this  report to be signed on its behalf by the  undersigned,  there unto
duly authorized.

                                     CMERUN, INC.
                                    (Registrant)

Date: June 8, 2000          BY:     /s/ Gerald J.  McGovern
                                  --------------------------
                                    Chief Financial Officer