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

Form 10-KSB

(Mark One)

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

     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>



PART I

Item 1.   Description of Business

         (a)      Business Development

     On December 2, 1999, Fundae  Corporation  changed its name to cmerun,  inc.
(the "Company") to assist in merger efforts even though  management is unable to
predict  when such an  agreement  will be  effected,  if ever.  The  Company was
organized on March 16, 1995, under the laws of the State of Florida,  having the
stated purpose of engaging in any lawful activities. The Company was formed with
the  contemplated  purpose  to  sell  chocolate  malts,  flavoring  and  related
products.  The business concept and plan was based upon information  obtained by
the  incorporator  several years before while  working for an unrelated  company
with the same concept and business plan. The  incorporator  and sole shareholder
was unable to obtain the  cooperation and assistance of workers and investors to
implement the proposed plan. The primary area of sales was to be in Florida, but
was never brought to the development stage. After development of a business plan
and efforts to develop the business failed,  all efforts were abandoned in 1996.
At that time the Company was unable to obtain the necessary supply contracts for
its product line,  was unable to obtain the necessary  financing,  therefore was
unable to operate.

     The Company  never  engaged in an active trade or business  throughout  the
period from 1996 until just recently. The Company charter was suspended (subject
to  reinstatement) by the State of Florida in 1996 for inactivity and failure to
pay annual fees and costs. Its active status was reinstated on December 1, 1998,
upon  payment of all past due fees and costs.  On December  1, 1998,  all of the
issued and  outstanding  shares of the common stock of the Company were acquired
from  Richard W. A.  Davis.  The shares  were  purchased  from Mr.  Davis by the
investor group.  Mr. Davis  initially  acquired the shares in  consideration  of
services  rendered  in an exempt  transaction  pursuant  to Section  4(2) of the
Securities Act of 1933, as amended (the "Act").  Mr. Davis  distributed and sold
the  shares  directly  to  each  member  of the  investor  group.  The  original
incorporator  and  shareholder   agreed  to  exchange  the  500,000  issued  and
outstanding  shares held by such shareholder to the new 25 member investor group
in exchange for a  commitment  by the new  shareholder  group to pay the cost of
reactivating the corporation,  providing for its reinstatement, and bringing its
books and records up to date. The total of 500,000 shares was distributed 20,000
shares to each of  twenty-five  (25)  shareholders.  In  addition,  the  Company
received  gross  proceeds  in the amount of $20,000  from the sale of a total of
400,000 shares of common stock, $.0001 par value per share (the "Common Stock"),
in an offering conducted pursuant to Section 3(b) and 4(2) of the Act, and Rules
505 and 506 of  Regulation D promulgated  thereunder.  This offering was made in
the State of Georgia and the State of Florida,  identical  to the same  investor
group. The Company  undertook the offering of shares of Common Stock on December
1, 1998.  Also on December 1, 1998,  the Company  issued  500,000  shares of its
Common Stock to Mr. A. Rene Dervaes, Jr., the President, Secretary and Treasurer
of the  Company  in  consideration  and  in  exchange  for  services  valued  at
$12,500.00 in connection with the  re-organization of the Company.  (See "Recent
Sales of Unregistered Securities")

     The  Company  then began to consider  and  investigate  potential  business
opportunities. The Company is considered a development stage company and, due to
its status as a "shell" corporation,


<PAGE>



its  principal  business  purpose  is to  locate  and  consummate  a  merger  or
acquisition  with a private entity.  Because of the Company's  current status of
having limited assets and no recent operating history,  in the event the Company
does successfully acquire or merge with an operating business opportunity, it is
likely that the  Company's  present  shareholders  will  experience  substantial
dilution and there will be a probable change in control of the Company.

     On December 1, 1998, the Company also determined it should become active in
seeking  potential  operating  businesses  and business  opportunities  with the
intent to acquire or merge with such businesses.

    Any target  acquisition  or merger  candidate  of the  Company  will  become
subject to the same reporting  requirements as the Company upon  consummation of
any such business combination.  Thus, in the event that the Company successfully
completes  an  acquisition  or  merger  with  another  operating  business,  the
resulting  combined  business must provide audited  financial  statements for at
least  the two most  recent  fiscal  years,  or in the event  that the  combined
operating  business has been in business less than two years,  audited financial
statements  will  be  required  from  the  period  of  inception  of the  target
acquisition or merger candidate.

     The  Company's  principal  executive  offices are  located at 222  Lakeview
Avenue,  Suite 160-146,  West Palm Beach,  FL 33401 and its telephone  number is
(561) 832-5698.

         (b)      Business of Issuer

     The Company has no recent operating  history and no representation is made,
nor is any intended,  that the Company will be able to carry on future  business
activities  successfully.  Further,  there can be no assurance  that the Company
will have the ability to acquire or merge with an operating  business,  business
opportunity or property that will be of material value to the Company.

     Management  plans to investigate,  research and, if justified,  potentially
acquire or merge with one or more  businesses  or  business  opportunities.  The
Company  currently  has no  commitment  or  arrangement,  written  or  oral,  to
participate in any business opportunity and management cannot predict the nature
of any potential  business  opportunity it may ultimately  consider.  Management
will have broad discretion in its search for and negotiations with any potential
business or business opportunity.


Sources of Business Opportunities

     The  Company  intends to use  various  sources in its search for  potential
business opportunities including its officer and director, consultants,  special
advisors,  securities  broker-dealers,   venture  capitalists,   member  of  the
financial  community  and others who may  present  management  with  unsolicited
proposals.  Because  of the  Company's  limited  capital,  it may not be able to
retain on a fee basis professional  firms specializing in business  acquisitions
and  reorganizations.  Rather,  the  Company  will most  likely  have to rely on
outside  sources,  not otherwise  associated with the Company,  that will accept
their compensation only after the Company has finalized a successful acquisition
or merger.


<PAGE>



The Company will rely upon the expertise and contacts of such persons,  will use
notices  in  written  publications  and  personal  contacts  to find  merger and
acquisition  candidates,  the exact number of such contacts  dependent  upon the
skill  and  industriousness  of  the  participants  and  the  conditions  of the
marketplace. None of the participants in the process will have any past business
relationship  with management.  To date, the Company has not engaged nor entered
into any definitive  agreements nor  understandings  regarding  retention of any
consultant to assist the Company in its search for business  opportunities,  nor
is management presently in a position to actively seek or retain any prospective
consultants for these purposes.

     The Company does not intend to restrict its search to any specific  kind of
industry or  business.  The Company may  investigate  and  ultimately  acquire a
venture  that  is in  its  preliminary  or  development  stage,  is  already  in
operation,  or in various  stages of its corporate  existence  and  development.
Management  cannot  predict at this time the status or nature of any  venture in
which the Company may  participate.  A potential  venture might need  additional
capital or merely  desire to have its shares  publicly  traded.  The most likely
scenario for a possible  business  arrangement would involve the acquisition of,
or merger with, an operating business that does not need additional capital, but
which  merely  desires to  establish  a public  trading  market for its  shares.
Management  believes that the Company could provide a potential  public  vehicle
for a private entity interested in becoming a publicly held corporation  without
the time and expense typically associated with an initial public offering.

Evaluation

     Once  the  Company  has  identified  a  particular  entity  as a  potential
acquisition  or merger  candidate,  management  will seek to  determine  whether
acquisition  or  merger  is  warranted  or  whether  further   investigation  is
necessary.  Such determination will generally be based on management's knowledge
and  experience,  (limited  solely to working  history - See "Item 5. Directors,
Executive  Officers,  etc.") or with the  assistance  of  outside  advisors  and
consultants evaluating the preliminary information available to them. Management
may elect to engage  outside  independent  consultants  to  perform  preliminary
analysis of potential business opportunities.  However, because of the Company's
limited  capital  it may  not  have  the  necessary  funds  for a  complete  and
exhaustive  investigation  of any particular  opportunity.  Management  will not
devote  full time to  finding a merger  candidate,  will  continue  to engage in
outside unrelated  activities,  and anticipates devoting no more than an average
of five (5) hours weekly to such undertaking.

     In  evaluating  such  potential  business  opportunities,  the Company will
consider,  to the extent relevant to the specific  opportunity,  several factors
including  potential  benefits  to the  Company  and its  shareholders;  working
capital,  financial  requirements  and  availability  of  additional  financing;
history of  operation,  if any;  nature of  present  and  expected  competition;
quality and experience of management; need for further research,  development or
exploration;  potential for growth and  expansion;  potential  for profits;  and
other factors deemed relevant to the specific opportunity.

     Because the Company has not located or  identified  any  specific  business
opportunity  as of the date hereof,  there are certain  unidentified  risks that
cannot  be  adequately  expressed  prior  to the  identification  of a  specific



<PAGE>



business  opportunity.  There can be no assurance following  consummation of any
acquisition  or merger  that the  business  venture  will  develop  into a going
concern  or, if the  business  is already  operating,  that it will  continue to
operate successfully.  Many of the potential business opportunities available to
the  Company  may  involve  new  and  untested  products,  processes  or  market
strategies which may not ultimately prove successful.

Form of Potential Acquisition or Merger

     Presently  the  Company  cannot  predict  the  manner  in  which  it  might
participate  in a prospective  business  opportunity.  Each  separate  potential
opportunity  will be reviewed  and,  upon the basis of that  review,  a suitable
legal structure or method of participation will be chosen. The particular manner
in which the Company participates in a specific business opportunity will depend
upon the nature of that  opportunity,  the  respective  needs and desires of the
Company and management of the opportunity, and the relative negotiating strength
of the parties involved. Actual participation in a business venture may take the
form of an asset purchase,  lease, joint venture,  license,  partnership,  stock
purchase, reorganization,  merger or consolidation. The Company may act directly
or indirectly through an interest in a partnership,  corporation,  or other form
of  organization,  however,  the  Company  does not  intend  to  participate  in
opportunities through the purchase of minority stock positions.

     Because of the Company's  current status and recent inactive status for the
prior two (2) years, and its concomitant  lack of assets and relevant  operating
history,  it is likely that any  potential  merger or  acquisition  with another
operating business will require  substantial  dilution to the Company's existing
shareholders  interests.  There  will  probably  be a change in  control  of the
Company,  with  the  incoming  owners  of the  targeted  merger  or  acquisition
candidate taking over control of the Company. Management has not established any
guidelines  as to the amount of control  it will offer to  prospective  business
opportunity  candidates,  since this issue will depend to a large  degree on the
economic  strength and  desirability  of each candidate,  and the  corresponding
relative bargaining power of the parties.  However,  management will endeavor to
negotiate the best possible terms for the benefit of the Company's  shareholders
as the case arises.  Management may actively  negotiate or otherwise  consent to
the  purchase of any  portion of their  common  stock as a  condition  to, or in
connection  with, a proposed merger or acquisition.  In such an event,  existing
shareholders  may not be  afforded an  opportunity  to approve or consent to any
particular  stock buy-out  transaction.  However the terms of the sale of shares
held by present  management of the Company will be extended equally to all other
current shareholders.

     Management  does not  have any  plans to  borrow  funds to  compensate  any
persons,  consultants,  or promoters in conjunction with its efforts to find and
acquire or merge with another business opportunity. Management does not have any
plans  to  borrow  funds  to  pay  compensation  to  any  prospective   business
opportunity, or shareholders,  management, creditors, or other potential parties
to the  acquisition  or merger.  In either case, it is unlikely that the Company
would  be  able  to  borrow   significant  funds  for  such  purposes  from  any
conventional lending sources. In all probability, a public sale of the Company's
securities  would also be unfeasible,  and management  does not  contemplate any
form of new public offering at this time. In the event that the Company


<PAGE>



does need to raise  capital,  it would most  likely  have to rely on the private
sale of its  securities.  Such a private sale would be limited to persons exempt
under the Commissions's  Regulation D or other rule, or provision for exemption,
if any applies.  However,  no private  sales are  contemplated  by the Company's
management at this time. If a private sale of the Company's securities is deemed
appropriate in the future, management will endeavor to acquire funds on the best
terms  available to the  Company.  However,  there can be no assurance  that the
Company will be able to obtain funding when and if needed, or that such funding,
if available, can be obtained on terms reasonable or acceptable to the Company.

The  Company  does not  anticipate  using  Regulation  S  promulgated  under the
Securities Act of 1933 to raise any funds any time within the next year, subject
only  to  its  potential   applicability  after  consummation  of  a  merger  or
acquisition.

     In the event of a successful  acquisition or merger, a finder's fee, in the
form of cash or securities of the Company,  may be paid to persons  instrumental
in facilitating the transaction. The Company has not established any criteria or
limits  for the  determination  of a  finder's  fee,  although  most  likely  an
appropriate  finder's fee will be negotiated between the parties,  including the
potential business opportunity candidate, based upon economic considerations and
reasonable  value as estimated and mutually agreed upon at that time. A finder's
fee would only be payable upon completion of the proposed  acquisition or merger
in the normal case, and management does not contemplate any other arrangement at
this  time.  Current  management  has  not  in  the  past  used  any  particular
consultants,  advisors or finders.  Management  has not  actively  undertaken  a
search for, nor retention of, any finder's fee arrangement  with any person.  It
is possible that a potential merger or acquisition  candidate would have its own
finder's fee  arrangement,  or other  similar  business  brokerage or investment
banking  arrangement,  whereupon  the terms may be  governed  by a  pre-existing
contract;  in such case, the Company may be limited in its ability to affect the
terms of compensation,  but most likely the terms would be disclosed and subject
to approval pursuant to submission of the proposed  transaction to a vote of the
Company's shareholders.  Management cannot predict any other terms of a finder's
fee  arrangement  at  this  time.  If  such  a  fee  arrangement  was  proposed,
independent management and directors would negotiate the best terms available to
the Company so as not to compromise the fiduciary  duties of the  representative
in the proposed  transaction,  and the Company  would  require that the proposed
arrangement would be submitted to the shareholders for prior  ratification in an
appropriate manner.

     Management  does not  contemplate  that the Company  would acquire or merge
with a business  entity in which any  officer or  director of the Company has an
interest. Any such related party transaction, however remote, would be submitted
for approval by an independent quorum of the Board of Directors and the proposed
transaction would be submitted to the shareholders for prior  ratification in an
appropriate   manner.  The  Company's   management  has  not  had  any  contact,
discussions,   or  other   understandings   regarding  any  particular  business
opportunity  at this time,  regardless  of any  potential  conflict  of interest
issues.  Accordingly,  the  potential  conflict  of  interest is merely a remote
theoretical possibility at this time.






<PAGE>



  Possible Blank Check Company Status

     While the Company may be deemed a "shell" company at this time, it does not
constitute a "blank check"  company under  pertinent  securities  law standards.
Accordingly,  the Company is not subject to securities  regulations imposed upon
companies  deemed to be "blank check  companies."  If the Company were to file a
registration  statement under  Securities Act of 1933 and, at such time,  priced
its  shares at less than  $5.00 per  share  and  continued  to have no  specific
business plan, it would then be classified as a blank check company.

     If in the future the Company were to become a blank check company,  adverse
consequences could attach to the Company. Such consequences can include, but are
not limited to, time delays of the registration process, significant expenses to
be incurred in such an offering,  loss of voting control to public  shareholders
and the additional  steps required to comply with various federal and state laws
enacted for the protection of investors, including so-called "lockup" agreements
pending  consummation of a merger or acquisition that would take it out of blank
check company status.

     Many states  (excluding  Florida  where the Company is  incorporated)  have
statutes, rules and regulations limiting the sale of securities of "blank check"
companies  in their  respective  jurisdictions.  Management  does not  intend to
undertake any efforts to cause a market to develop in the  companies  securities
or to undertake any offering of the Company's securities, either debt or equity,
until such time as the Company has  successfully  implemented  its business plan
described  herein.  In  the  event  the  Company  undertakes  the  filing  of  a
registration  statement under  circumstances that classifies it as a blank check
company  the  provisions  of Rule 419 and other  applicable  provisions  will be
complied with.

Rights of Shareholders

     The Company amended its Articles of  Incorporation on December 15, 1998, to
expressly  provide that the Board of Directors  is  authorized  to enter into on
behalf  of the  corporation  and to bind  the  corporation  without  shareholder
approval, any and all acts approving the terms and conditions of a merger and/or
a share exchange,  and shareholders  affected thereby,  shall not be entitled to
dissenters rights with respect thereto under any applicable statutory dissenters
rights provision.  This provision expressly eliminates shareholder participation
in the merger and/or share  exchange  contemplated  by the Company and expressly
eliminates any shareholders  dissenters  rights.  The Company does not intend to
provide  its  shareholders  with  complete  disclosure  documentation  including
audited finance statements concerning a target company and its business prior to
any mergers or acquisitions.

Competition

     Because the Company has not identified any potential  acquisition or merger
candidate,  it is  unable  to  evaluate  the  type  and  extent  of  its  likely
competition.  The Company is aware that there are several other public companies
with only nominal  assets that are also  searching for operating  businesses and
other business opportunities as potential acquisition or merger candidates.  The



<PAGE>


Company will be in direct  competition  with these other public companies in its
search for business  opportunities  and, due to the Company's  limited funds, it
may be difficult to successfully compete with these other companies.

Employees

     As of the date hereof,  the Company does not have any  employees and has no
plans for retaining employees until such time as the Company's business warrants
the  expense,  or until the  Company  successfully  acquires  or merges  with an
operating  business.  The Company may find it  necessary  to  periodically  hire
part-time clerical help on an as-needed basis.

Industry Segments

     No information is presented  regarding  industry  segments.  The Company is
presently a development  stage  company  seeking a potential  acquisition  of or
merger with a yet to be identified  business  opportunity.  Reference is made to
the  statements of income  included  herein in response to part F/S of this Form
10-SB for a report of the  Company's  operating  history for the past two fiscal
years.

Item 2.           Description of Property

     The Company is currently using at no cost to the Company,  as its principal
place of  business  offices of its current  management,  A. Rene  Dervaes,  Jr.,
located  in West Palm  Beach,  Florida.  Although  the  Company  has no  written
agreement and pays no rent for the use of this facility, it is contemplated that
at such future time as an  acquisition or merger  transaction  may be completed,
the Company will secure  commercial  office space from which it will conduct its
business.  Until such an acquisition or merger,  the Company lacks any basis for
determining  the kinds of office  space or other  facilities  necessary  for its
future  business.  The  Company has no current  plans to secure such  commercial
office space.  It is also possible that a merger or acquisition  candidate would
have adequate existing facilities upon completion of such a transaction, and the
Company's principal offices may be transferred to such existing facilities.

Item 3.           Legal Proceedings

     The  Company  knows  of no legal  proceedings  to which it is a party or to
which any of its  property  is the  subject  which are  pending,  threatened  or
contemplated or any unsatisfied judgments against the Company.

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

No matter was  submitted,  during the fiscal  year  ended  September  30,  1999,
covered by this report,  to a vote of the  Company's  shareholders,  through the
solicitation of proxies or otherwise.

Part II

Item 5.           Market for Common Equity and Other Shareholder Matters.


<PAGE>



     Shares of the Company's  common stock have  previously been registered with
the Securities and Exchange Commission (the "Commission").  The Company has made
application and been approved by the NASD for the Company's  shares to be quoted
on the OTC Bulletin  Board.  Inclusion on the OTC Bulletin  Board  permits price
quotation for the Company's shares to be published by such service.

     The  Company  is not aware of any other  existing  trading  market  for its
common stock. The Company's common stock has never traded in a public market.

     When the Company's common stock is traded in the  over-the-counter  market,
most likely the shares will be subject to the  provisions  of Section  15(g) and
Rule 15g-9 of the  Securities  Exchange Act of 1934,  as amended  (the  Exchange
Act"),  commonly referred to as the "penny stock" rule. Section 15(g) sets forth
certain  requirements  for  transactions  in penny  stocks  and Rule  15g9(d)(1)
incorporates  the  definition  of penny stock as that used in Rule 3a51-1 of the
Exchange Act.

     The Commission generally defines penny stock to be any equity security that
has a market price less than $5.00 per share, subject to certain exceptions.

Rule 3a51-1  provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting  specified  criteria set by the Commission;  authorized for quotation on
The NASDAQ Stock Market;  issued by a registered  investment  company;  excluded
from the  definition  on the basis of price (at  least  $5.00 per  share) or the
issuer's net tangible assets; or exempted from the definition by the Commission.

If the  Company's  shares are deemed to be a penny stock,  trading in the shares
will be subject to additional sales practice  requirements on broker-dealers who
sell penny stocks to persons other than  established  customers  and  accredited
investors,  generally  persons  with  assets in excess of  $1,000,000  or annual
income exceeding $200,000, or $300,000 together with their spouse.

     For transactions covered by these rules, broker-dealers must make a special
suitability  determination  for the  purchase of such  securities  and must have
received  the  purchaser's  written  consent  to the  transaction  prior  to the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the rules require the delivery,  prior to the first  transaction,  of a
risk  disclosure  document  relating to the penny stock market.  A broker-dealer
also must disclose the  commissions  payable to both the  broker-dealer  and the
registered representative,  and current quotations for the securities.  Finally,
the monthly  statements must be sent disclosing recent price information for the
penny stocks held in the account and  information on the limited market in penny
stocks. Consequently,  these rules may restrict the ability of broker dealers to
trade and/or maintain a market in the Company's  common stock and may affect the
ability of shareholders to sell their shares.

     As of December 14, 1999,  there were  twenty-nine (29) holders of record of
the Company's common stock.

     As of the date hereof,  the Company has issued and  outstanding One Million
Four Hundred Thousand  [1,400,000]  shares of common stock. Of this total,  Five



<PAGE>



Hundred Thousand  [500,000] shares were originally  issued in transactions  more
than  three (3) years ago.  Such  shares  may be sold or  otherwise  transferred
without  restriction  pursuant to the terms of rule 144 ("Rule 144") of the Act.
The remaining  Nine Hundred  Thousand [ 900,000]  shares were issued  subject to
Rule 144 and may not be sold and/or  transferred  without  further  registration
under the Act or pursuant to an applicable exemption..

Dividend Policy

     The Company has not declared or paid cash  dividends or made  distributions
in the past, and the Company does not anticipate that it will pay cash dividends
or make  distributions in the foreseeable  future. The Company currently intends
to retain and reinvest future earnings, if any, to finance its operations.


Public Quotation of  Stock

     The Company  obtained  the  services of Public  Securities,  Inc. 300 North
Argonne  Road,  Suite 202,  Spokane,  WA 99212 to act as a market  maker for the
Company's  securities.  The Company was  approved  for  quotation  on the Nasdaq
Bulletin Board on October 13, 1999.

     Price History
<TABLE>
<S>                                     <C>            <C>
Fiscal Year 1999                        HIGH           LOW
-------                                 -------        -----
Week Ending   December 13, 1999         6 1/2          6 1/2
Week Ending   December  6,  1999        6 9/16         4
Week Ending   November 29, 1999           1/2            1/2
Week Ending   November 22, 1999           1/2            1/2
Week Ending   November 15, 1999           1/2            1/2
Week Ending   November  8,  1999          1/2            1/2
Week Ending   November  1,  1999          1/2            1/2
Week Ending   October    25,  1999        1/2            1/32
Quarter Ended September 30, 1999
</TABLE>


         Transfer Agent

     The Company selected  Interwest  Transfer Co. 1981 E. Murray Holladay Road,
Suite 100, Salt Lake City, Utah 84117 to serve as its transfer agent.

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

     The Company is considered a development  stage company with limited  assets
or capital, and with no operations or income since approximately 1996. The costs
and expenses  associated with the  preparation  and filing of this  registration
statement and other operations of the Company have


<PAGE>



been paid for by a shareholder,  specifically  A. Rene Dervaes,  Jr. Mr. Dervaes
has agreed to pay future  costs  associated  with filing  future  reports  under
Exchange Act of 1934 if the Company is unable to do so. It is  anticipated  that
the  Company  will  require  only  nominal  capital to  maintain  the  corporate
viability  of the Company and any  additional  needed  funds will most likely be
provided by the Company's existing shareholders or its sole officer and director
in the immediate future. Current shareholders have not agreed upon the terms and
conditions of future  financing and such  undertaking  will be subject to future
negotiations,  except for the express commitment of Mr. Dervaes to fund required
34 Act  filings.  Repayment  of any such  funding  will also be  subject to such
negotiations.  However,  unless the Company is able to facilitate an acquisition
of or merger with an operating business or is able to obtain significant outside
financing,  there is substantial  doubt about its ability to continue as a going
concern.

     Since its inception,  the Company has conducted minimal business operations
except for  organizational and capital raising  activities.  The Company has not
realized any revenues  since its inception  due to the fact that its  executive,
Mr.  Dervaes  has been  primarily  engaged  in  organizational  and  promotional
activities  on behalf of the Company.  As a result,  from  inception  (March 16,
1995) through  September 30, 1999, the Company had $0.00 revenue.  Total Company
operations and operating expenses as of September 30, 1999 were $32,438.00.

Financial Condition, Capital Resources and Liquidity

     At  September  30,  1999,  the  Company had assets  totaling  $62.00 and an
accumulated  deficit of  ($33,438.00)  attributable  to accrued legal  expenses,
organization  expenses and professional fees. Since the Company's inception,  it
has received $20,000.00 in cash contributed as consideration for the issuance of
shares of Common Stock.

Net Operating Losses

     The Company has net operating loss carry-forwards of $32,428.00 expiring in
2014. The Company may not be able to utilize such  carry-forwards as the Company
has no history of profitable operations.

     In the  opinion  of  management,  inflation  has not and  will  not  have a
material  effect on the operations of the Company until such time as the Company
successfully  completes an acquisition or merger. At that time,  management will
evaluate the  possible  effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.

     Management  plans may but do not 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.

Plan of Operation



<PAGE>



     During the next twelve  months,  the  Company  will  actively  seek out and
investigate possible business  opportunities with the intent to acquire or merge
with one or more business  ventures.  In its search for business  opportunities,
management  will follow the  procedures  outlined  in Item 1 above.  Because the
Company has limited funds, it may be necessary for the sole officer and director
to either advance funds to the Company or to accrue  expenses until such time as
a successful business consolidation can be made. The Company will not be make it
a condition  that the target  company must repay funds  advanced by its officers
and  directors.  Management  intends to hold expenses to a minimum and to obtain
services on a contingency basis when possible.  Further, the Company's directors
will defer any  compensation  until such time as an acquisition or merger can be
accomplished  and will strive to have the  business  opportunity  provide  their
remuneration. However, if the Company engages outside advisors or consultants in
its search for business  opportunities,  it may be necessary  for the Company to
attempt to raise  additional  funds. As of the date hereof,  the Company has not
made any  arrangements  or  definitive  agreements  to use  outside  advisors or
consultants or to raise any capital. In the event the Company does need to raise
capital  most  likely the only  method  available  to the  Company  would be the
private  sale of its  securities.  Because  of the  nature of the  Company  as a
development  stage  company,  it is unlikely that it could make a public sale of
securities or be able to borrow any  significant sum from either a commercial or
private  lender.  There can be no assurance that the Company will able to obtain
additional funding when and if needed, or that such funding,  if available,  can
be obtained on terms acceptable to the Company.

     The  Company  does not  intend  to use any  employees,  with  the  possible
exception of  part-time  clerical  assistance  on an  as-needed  basis.  Outside
advisors or  consultants  will be used only if they can be obtained  for minimal
cost or on a deferred  payment  basis.  Management is convinced  that it will be
able to  operate  in  this  manner  and to  continue  its  search  for  business
opportunities during the next twelve months.

Item 7.     Financial Statements

The Company's financial statements have been examined to the extent indicated in
their reports by Dorra, Shaw, & Dugan,  independent certified  accountants,  and
have been prepared in accordance with generally accepted  accounting  principles
and pursuant to Regulation  S-B as  promulgated  by the  Securities and Exchange
Commission and are included  herein,  on Page F-1 hereof in response to Part F/S
of this Form 10-KSB.

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.





<PAGE>



                       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 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>



Part III

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

     The director and executive officer of the Company and his respective age is
as follows:

Name                    Age      Position
--------------------    -----    ----------------------------------------------
A. Rene Dervaes, Jr.     61      Director, President, Secretary and Treasurer

     All directors hold office until the next annual meeting of stockholders and
until  their  successors  have been duly  elected  and  qualified.  There are no
agreements  with  respect to the  election  of  directors.  The  Company has not
compensated its directors for service on the Board of Directors or any committee
thereof.  As of the date  hereof,  no  director  has  accrued  any  expenses  or
compensation. Officers are appointed annually by the Board of Directors and each
executive  officer  serves  at the  discretion  of the Board of  Directors.  The
Company does not have any standing committees at this time.

     No director,  or officer,  affiliate or promoter of the Company has, within
the past five years,  filed any bankruptcy  petition,  been convicted in or been
the  subject of any  pending  criminal  proceedings,  or is any such  person the
subject or any order, judgment or decree involving the violation of any state or
federal securities laws.

     The  business  experience  of the person  listed above during the past five
years is as follows:

     Mr. A. Rene Dervaes,  Jr., 61 years old, has been a Director of the Company
since  December  1,  1998.  Prior to that  time he was the  co-founder  and then
Chairman of the A.R.  Dervaes  Company,  Inc.  from 1961 to 1982, a 125 employee
manufacturer  and supplier of equipment to heavy industry.  From 1982 to 1985 he
was the President of Khonbu Industries, a designer and nationwide distributor of
exclusive  consumer  products.  From 1978 to 1986 he was the Chairman and CEO of
Eagle Rock  Corporation,  an owner of and service provider for horse farms. From
1986 to 1990 he was the Chairman and CEO of Vantage Industries, an international
marketing  firm. From 1991 to the present Mr. Dervaes has served as the Chairman
and CEO of Secured Retirement  International,  Inc.,  specializing in the design
and marketing of proprietary U.S.  Treasury and municipal bond mutual funds. Mr.
Dervaes  also   co-invented  a  unique  finance  product  that  pays  increasing
distributions  through a  patented  method for  pooling  and  distributing  bond
income.

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's executive officers and directors and persons who own more than 10%
of a  registered  class of the  Company's  equity  securities,  to file with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
initial statements of beneficial ownership,  reports of changes in ownership and
annual  reports  concerning  their  ownership,  of Common Stock and other equity
securities  of the  Company  on  Forms  3,  4,  and 5,  respectively.  Executive
officers, directors and greater than 10% shareholders are required by Commission
regulations to furnish the Company with copies of all Section 16(a) reports they
file. To the Company's  knowledge,  Mr. Dervaes  comprising all of the Company's
executive  officers,  directors  and greater than 10%  beneficial  owners of its
common Stock, have complied with Section 16(a) filing requirements applicable to
them during the Company's most recent fiscal year.




<PAGE>



Item 10.          Executive Compensation

     The Company has not had a bonus, profit sharing,  or deferred  compensation
plan for the benefit of its  employees,  officers or directors.  The Company has
not paid any  salaries  or other  compensation  to its  officers,  directors  or
employees  for the years  ended  1997 and  1998,  nor at any time  during  1999.
Further,  the Company has not entered into an employment  agreement  with any of
its  officers,  directors  or any  other  persons  and no  such  agreements  are
anticipated in the immediate future. It is intended that the Company's  director
will defer any  compensation  until such time as an acquisition or merger can be
accomplished  and will strive to have the  business  opportunity  provide  their
remuneration. As of the date hereof, no person has accrued any compensation from
the Company.

Item 11.   Security Ownership of Certain Beneficial Owners and Management

     The following  table sets forth  information,  to the best knowledge of the
Company as of January  July 15,  1999,  with respect to each person known by the
Company to own  beneficially  more than 5% of the Company's  outstanding  common
stock,  each  director  of the  Company and all  directors  and  officers of the
Company as a group.

<TABLE>
<CAPTION>
Name of Address of                  Amount and Nature of    Percent of Class
Beneficial Owner                    Beneficial Ownership
---------------------------         ---------------------  -----------------
<S>                                 <C>                    <C>
A. Rene Dervaes, Jr.                500,000                     35.7%
170 South County Road
Palm Beach, FL 33480

All Executive Officers and
Directors as a Group (one person)   500,000                     35.7%
-------------
</TABLE>

Item 12.  Certain Relationships and Related Transactions

     On December  1, 1998,  the Company  issued and sold  500,000  shares of the
Common Stock to Mr.  Dervaes,  the  President,  Secretary  and  Treasurer of the
Company and record and beneficial owner of approximately  35.7% of the Company's
outstanding  Common Stock, in consideration and exchange  therefore for services
valued at $12,500 in connection with the reorganization of the Company. Services
rendered  and to be rendered by Mr.  Dervaes  include the  restructuring  of the
Company,  obtaining  requisite  financial  assistance,  searching for merger and
acquisition candidates,  and a commitment on the part of Mr. Dervaes to fund, if
necessary, future filings of 34 Act requirements.

     In addition Mr. Dervaes has paid for the cost and expenses  associated with
the filing of this Form 10-KSB and other operations of the Company.

     At the current time,  the Company has no provision to issue any  additional
securities  to  management,   promoters  or  their   respective   affiliates  or
associates.  At such time as the Board of  Directors  adopts an  employee  stock
option or pension  plan,  any  issuance  would be in  accordance  with the terms
thereof and proper  approval.  Although  the Company has a very large  amount of
authorized but unissued Common Stock and Preferred Stock which may be issued


<PAGE>



without further  shareholder  approval or notice, the Company intends to reserve
such stock for the Rule 506 offerings for acquisitions.

     During the Company's  last two fiscal years,  there have not been any other
transactions between the Company and any officer, director, nominee for election
as director,  or any  shareholder  owning  greater than five percent (5%) of the
Company's   outstanding   shares,   nor  any  member  of  the  above  referenced
individuals' immediate family.

     A. Rene  Dervaes,  Jr., may be deemed to be a "promoter"  of the Company as
that term is defined under the Rules and Regulations promulgated under the Act.


Item 13.   Exhibits and Reports on Form 8-K.

(a) The exhibits required to be filed herewith by Item 601 of Regulation S-B, as
described  in the  following  index of  exhibits,  are  incorporated  herein  by
reference, as follows:

Exhibit No.       Description

-------------------------------------------------------------------------------
3(i).1       Articles of Incorporation filed March 16, 1995(1)

3(i).2       Articles of Amendment filed January 20, 1999 (1).

3(i).3 *     Articles of Amendment to Articles of  Incorporation  filed
             December 2, 1999

3(ii).1      By-laws (1).

27     *     Financial Data Schedule

(1)  Incorporated  herein by  reference  to the  Registration  Statement on Form
     10-SB  of  Fundae  Corporation  (File  No.  0-25359),  filed  with the U.S.
     Securities and Exchange Commission.

(b) A report on Form 8-K was filed  during the last  quarter of the fiscal  year
ended  September  30,  1999,  covered  by this  Annual  Report  on Form  10-KSB,
reflecting the name change of the Company.

 *    Filed herewith







<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. (F/K/A Fundae Corporation)
                                 (Registrant)

Date: December 22, 1999          BY:  /s/ A. RENE DERVAES, JR.
                                     --------------------------
                                     A. Rene Dervaes, Jr., President


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

  Date                    Signature                         Title

 December 22, 1999        BY: /s/ A. RENE DERVAES, JR.
                          ----------------------------
                               A. Rene Dervaes, Jr.         Director, President,
                                                            Secretary, Treasurer