<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20459
                                FORM 10-KSB

      ( X ) Annual Report  Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934.

                      For the Year Ended December 31, 1999

  ( )  Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.

                  For the transition period from __________ to __________.

                             Commission File Number:

                           FIFTH BUSINESS SERVICE GROUP, INC.
                   (Exact name of Registrant as specified in its Charter)

      Florida                                        Pending
(State of or other jurisdiction of                    (IRS Employer I.D.  No.)
incorporation or organization)

                            2503 W. Gardner Ct., Tampa, FL 33611
                     Address of Principle Executive Offices:

                                    (813) 831-9348
                    Registrant's telephone number, including area code:

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

                                      NONE

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

                             1,000,000 Common Shares

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by 7  Section  13 or 15(d) of the  Securities  Exchange  act of 1934
during  the  preceding  12 months  (or for such other  shorter  period  that the
registrant was required to file such reports),  and (20 has been subject to such
filing requirements for the past 90 days. ___ Yes _X_No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-B is not contained herein and will not be contained, to the best
of  registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated  by  referencing  Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. _X__

Issuer's revenues for the most recent fiscal year: NONE

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant  at  December  31, 1999 was $0.  Shares of common  stock held by each
officer and director and by each person who owns more that 5% of the outstanding
common  stock  have  been  excluded  in that  such  persons  may be deemed to be
affiliates.  This  determination  of  affiliate  status  is  not  necessarily  a
conclusive determination for other purposes.

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
stock, as of April 28, 2000.

                        1,000,000 Common Shares

                   Documents Incorporated By Reference - NONE

                Transitional small business disclosure format. ___ Yes _X_No



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                       Fifth Business Service Group, Inc.

                                  FORM 10 - KSB

                                Table of Contents

     PART I.
              ITEM 1. Description of Business                3
              ITEM 2. Properties                            10
              ITEM 3. Legal Proceedings                     10
              ITEM 4. Submission of Matters to a Vote of    10
                      Security Holders

     PART II

              ITEM 5. Market for the Common Deficit and
                      Related Stockholder Matters           10
              ITEM 6. Plan of Operation                     10

              ITEM 7. Financial Statements                  13
              ITEM 8. Changes In and Disagreements With
                      Accountants on Accounting and
                      Financial Disclosures                 21

     PART III

              ITEM 9  Directors, Executive Officers,
                      Promoters and Control Persons;
                      Compliance with Section 16(a) of the
                      Exchange Act                          21
              ITEM 10 Executive Compensation                23
              ITEM 11 Security Ownership of Certain
                      Beneficial Owners and Management      24
              ITEM 12 Certain Relationships and Related
                      Transactions                          25

              ITEM 13 Exhibits, Financial Statement
                      Schedules and Reports on Form 8-K     28

                      Signatures                            29





                                       2
<PAGE>
                                     PART I.

ITEM 1 - DESCRIPTION OF BUSINESS

We were  organized  under the laws of the State of Florida in March 1999.  Since
inception,  our primary activity has been directed to organizational efforts. We
were formed as a vehicle to acquire or be acquired by a private company desiring
to become an SEC  reporting  company in order  thereafter to secure a listing on
the over the counter  bulletin  board.  This type of  acquisition  is  sometimes
referred to as a reverse  merger.  Companies such as ours are called blank check
companies, meaning a company that:

o     Is a  development  stage  company  that has no specific  business  plan or
      purpose or has  indicated  that its business plan is to engage in a merger
      or acquisition with an unidentified company or companies,  or other entity
      or person

o     Is issuing "penny stock," as defined in Rule 3a51-1 under the Securities
      Exchange Act of 1934

We were  organized  for the  purposes of  creating a corporate  vehicle to seek,
investigate and, if such investigation warrants, engage in business combinations
presented  to us by  persons  or firms  who or which  desire  to  become  an SEC
reporting  company.  We will not restrict our search to any specific business or
industry, but will limit ourselves to acquisitions located by our president.

We do not  currently  engage in any  business  activities  that provide any cash
flow.  The  costs  of   identifying,   investigating   and  analyzing   business
combinations  will be paid with funds  contributed as a capital  contribution by
our  president.  Management  has  placed no cap on the amount of funds they will
lend.  This is based on a written  agreement  between our president and us. This
capital  contribution  will not be  returned  either by us or by the  company we
acquire either before or after the merger.  In addition,  we have no preliminary
agreements or understandings with any other person or entity concerning loans or
capital contributions.

Risk Factors

Our business is subject to numerous risk factors, including the following:

      WE HAVE NEITHER  OPERATING HISTORY NOR REVENUE AND MINIMAL ASSETS. We have
had no operating  history nor any revenues or earnings from operations.  We have
no significant assets or financial resources. We have operated at a loss to date
and will, in all  likelihood,  continue to sustain  operating  expenses  without
corresponding   revenues,   at  least  until  the  consummation  of  a  business
combination.  Our  management  has agreed to pay,  without  repayment by us, all
expenses incurred by us until a business combination occurs.

      WE HAVE ONLY ONE DIRECTOR AND ONE OFFICER.  Our president and sole officer
is Michael T. Williams who is also our sole  director and our sole  shareholder.
Because management  consists of only one person, we do not benefit from multiple
judgements  that a greater  number of directors or officers would provide and we
will rely  completely  on the  judgement of our sole  officer and director  when
selecting a target  company.  The decision to enter into a business  combination
will likely be made without detailed feasibility studies,  independent analysis,


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market surveys or similar  information  which, if we had more funds available to
us, would be desirable.  Mr. Williams anticipates devoting only a limited amount
of time per month to the business.  Mr.  Williams has not entered into a written
employment  agreement  with us and he is not  expected  to do so.  We  have  not
obtained key man life insurance on Mr. Williams. The loss of the services of Mr.
Williams  would  adversely  affect  the  development  of our  business  and  our
likelihood of continuing operations.

      MANAGEMENT  IS  SUBJECT  TO  CONFLICTS  OF  INTEREST.  Mr.  Williams,  our
president,  participates  in other business  ventures that may compete  directly
with us. Additional  conflicts of interest and non-arms length  transactions may
also arise in the future. We have adopted a policy that we will not enter into a
business  combination  with  any  entity,  which is in any way  wholly  owned or
partially beneficially owned by any officer,  director,  promoter,  affiliate or
associate  of us. The terms of  business  combination  will  likely  include the
resignation  of our  present  officer  and  director.  The  terms of a  business
combination  may provide for a payment by cash or otherwise to Mr.  Williams for
the purchase or  retirement of all or part of his common stock of the Company by
a target  company or for services  rendered  incident to or following a business
combination.  Mr.  Williams  would  directly  benefit  from such  payment.  Such
benefits may influence Mr. Williams's  choice of a target company.  Our Articles
of Incorporation provide that we may indemnify our officers and/or directors for
liabilities,  which can include  liabilities  arising under the securities laws.
Therefore,  our assets of could be used or attached  to satisfy any  liabilities
subject to such indemnification.

      OUR PROPOSED OPERATIONS ARE SPECULATIVE.  The success of our proposed plan
of  operation  will  depend  to a  great  extent  on the  operations,  financial
condition and  management  of the  identified  target  company.  While  business
combinations with entities having established operating histories are preferred,
there can be no  assurance  that we will be  successful  in locating  candidates
meeting  such  criteria.  In the event we  complete a business  combination  the
success  of our  operations  will be  dependent  upon  management  of the target
company and numerous  other  factors  beyond our control.  There is no assurance
that we will identify a target company and consummate a business combination.

      PURCHASE OF PENNY STOCKS CAN BE RISKY.  In the event that a public  market
develops for our securities  following a business  combination,  such securities
may be  classified  as a penny stock  depending  upon their market price and the
manner in which they are traded.  The  Securities  and Exchange  Commission  has
adopted Rule 15g-9 which  establishes  the  definition  of a "penny  stock," for
purposes  relevant to us, as any equity security that has a market price of less
than  $5.00 per  share or with an  exercise  price of less than  $5.00 per share
whose  securities  are  admitted  to  quotation  but do not trade on the  Nasdaq
SmallCap  Market  or on a  national  securities  exchange.  For any  transaction
involving a penny stock, unless exempt, the rules require delivery of a document
to investors stating the risks, special suitability  inquiry,  regular reporting
and other  requirements.  Prices for penny  stocks are often not  available  and
investors  are often  unable to sell such stock.  Thus an investor  may lose his
investment in a penny stock and consequently  should be cautious of any purchase
of penny stocks.

      THERE IS A SCARCITY OF AND  COMPETITION  FOR  BUSINESS  OPPORTUNITIES  AND
COMBINATIONS. We are and will continue to be an insignificant participant in the
business of seeking mergers with and acquisitions of business entities.  A large
number of established  and  well-financed  entities,  including  venture capital



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firms,  are active in mergers and  acquisitions of companies which may be merger
or  acquisition  target  candidates  for  us.  Nearly  all  such  entities  have
significantly  greater financial  resources,  technical expertise and managerial
capabilities  than  we  do  and,  consequently,  we  will  be  at a  competitive
disadvantage in identifying  possible  business  opportunities  and successfully
completing a business combination.  Moreover, we will also compete with numerous
other small public companies in seeking merger or acquisition candidates.

      THERE  IS  NO  AGREEMENT  FOR  A  BUSINESS   COMBINATION  AND  NO  MINIMUM
REQUIREMENTS FOR BUSINESS COMBINATION. We have no current arrangement, agreement
or  understanding  with  respect to  engaging in a business  combination  with a
specific  entity.  We have held preliminary  discussions with various  entities,
none of which was willing to proceed  until we were current in our SEC reporting
requirements.  There  can  be  no  assurance  that  we  will  be  successful  in
identifying and evaluating  suitable  business  opportunities or in concluding a
business  combination.  No particular  industry or specific  business  within an
industry  has been  selected for a target  company.  We have not  established  a
specific length of operating  history or a specified level of earnings,  assets,
net  worth or other  criteria  which we will  require a target  company  to have
achieved,  or without  which we would not consider a business  combination  with
such business entity. Accordingly, we may enter into a business combination with
a business entity having no significant operating history, losses, limited or no
potential for immediate  earnings,  limited assets,  negative net worth or other
negative  characteristics.  There  is no  assurance  that  we  will  be  able to
negotiate a business combination on terms favorable to us.

      REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.  Pursuant to the
requirements  of  Section  13 of the  Securities  Exchange  Act of 1934,  we are
required to provide certain information about significant acquisitions including
audited financial  statements of the acquired  company.  These audited financial
statements  must be furnished  within 75 days  following the effective date of a
business  combination.  Obtaining audited financial  statements are the economic
responsibility of the target company.  The additional time and costs that may be
incurred by some potential target companies to prepare such financial statements
may  significantly  delay or essentially  preclude  consummation of an otherwise
desirable  acquisition  by us.  Acquisition  prospects  that do not  have or are
unable to obtain the required  audited  statements  may not be  appropriate  for
acquisition  so long  as the  reporting  requirements  of the  Exchange  Act are
applicable.  Notwithstanding  a target  company's  agreement  to obtain  audited
financial statements within the required time frame, such audited financials may
not be available to us at the time of effecting a business combination. In cases
where audited  financials are  unavailable,  we will have to rely upon unaudited
information  that has not been  verified  by  outside  auditors  in  making  its
decision  to  engage  in a  transaction  with the  business  entity.  This  risk
increases the prospect that a business  combination  with such a business entity
might prove to be an unfavorable one for us.

      LACK OF  MARKET  RESEARCH  OR  MARKETING  ORGANIZATION.  We  have  neither
conducted, nor have others made available to us, market research indicating that
demand exists for the transactions  contemplated by us. Even in the event demand
exists for a transaction of the type  contemplated  by us; there is no assurance
we will be successful in completing any such business combination.

                                       5
<PAGE>

      REGULATION  UNDER  INVESTMENT  COMPANY  ACT.  In the  event we  engage  in
business combinations which result in us holding passive investment interests in
a number of entities,  we could be subject to  regulation  under the  Investment
Company  Act of 1940.  In such  event,  we would be  required  to register as an
investment  company and could be expected to incur significant  registration and
compliance costs. We have obtained no formal  determination  from the Securities
and Exchange  Commission  as to our status under the  Investment  Company Act of
1940 and,  consequently,  any violation of such Act could subject us to material
adverse consequences.

      PROBABLE  CHANGE  IN  CONTROL  AND  MANAGEMENT.   A  business  combination
involving  the issuance of our common stock will, in all  likelihood,  result in
shareholders  of a  target  company  obtaining  a  controlling  interest  in the
Company. As a condition of the business combination agreement, Mr. Williams, our
sole  shareholder,  may agree to sell or transfer all or a portion of his common
stock in order to provide the target company with all or majority  control.  The
resulting  change in control of the Company will likely result in removal of our
present officer and director and a corresponding  reduction in or elimination of
his participation in our future affairs.

      POSSIBLE DILUTION OF VALUE OF SHARES UPON BUSINESS COMBINATION. A business
combination  normally  will  involve  the  issuance of a  significant  number of
additional  shares.  Depending  upon the value of the  assets  acquired  in such
business  combination,  the per share value of our common  stock may increase or
decrease, perhaps significantly.

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

History and Organization

We were organized under the laws of the State of Florida in March,  1999.  Since
inception,  our primary activity has been directed to organizational efforts. We
were formed as a vehicle to acquire or be acquired by a private company desiring
to become an SEC  reporting  company in order  thereafter to secure a listing on
the over the counter  bulletin  board.  This type of  acquisition  is  sometimes
referred to as a reverse  merger.  Companies such as ours are called blank check
companies, meaning a company that:

o     Is a  development  stage  company  that has no specific  business  plan or
      purpose or has  indicated  that its business plan is to engage in a merger
      or acquisition with an unidentified company or companies,  or other entity
      or person

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<PAGE>

o     Is issuing "penny stock," as defined in Rule 3a51-1 under the Securities
      Exchange Act of 1934

We have  elected to file this Form 10 on a  voluntary  basis  because we believe
that a private  company  desiring  to become an SEC  reporting  company in order
thereafter  to secure a listing on the over the counter  bulletin  board will be
more  receptive  to  an  acquisition  by  an  SEC  reporting  company.  We  will
voluntarily  file  periodic  reports  in the event our  obligation  to file such
reports is suspended under the Exchange Act.

Operations

We were  organized  for the  purposes of  creating a corporate  vehicle to seek,
investigate and, if such investigation warrants, engage in business combinations
presented  to us by  persons  or firms  who or which  desire  to  become  an SEC
reporting  company.  We will not restrict our search to any specific business or
industry, but will limit ourselves to acquisitions located by our president.

We do not  currently  engage in any  business  activities  that provide any cash
flow.  The  costs  of  identifying,   investigating,   and  analyzing   business
combinations  will be paid with funds  contributed as a capital  contribution by
our  president.  Management  has  placed no cap on the amount of funds they will
lend.  This is based on a written  agreement  between our president and us. This
capital  contribution  will not be  returned  either by us or by the  company we
acquire either before or after the merger.  In addition,  we have no preliminary
agreements or understandings with any other person or entity concerning loans or
capital contributions.

We may seek a business combination in the form of firms which:

o     Have recently commenced operations
o     Are developing companies
o     Are seeking to develop a new product or service
o     Are established businesses

A business  combination  will most likely involve the  acquisition of, or merger
with, one of these kind of companies which does not need substantial  additional
capital but which desires to establish a public  trading  market for our shares,
while  avoiding what they may deem to be adverse  consequences  of undertaking a
public offering itself, such as:

o     Time delays
o     Significant expense
o     Loss of voting control

o     Compliance with various federal and state securities laws

Based  upon  the  probable  desire  on the  part of the  owners  of  acquisition
candidates to assume voting  control over us in order to avoid tax  consequences
or to have complete authority to manage the business,  we will combine with just
one acquisition candidate.

Upon closing of a business combination,  there will be a change in control which
will result in the resignation of our present officer and director.

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<PAGE>

There are no financial requirements for an acquisition candidate, except to have
qualified  audited  financial  statements  and the funds to make  payments to us
required in an acquisition  agreement.  Accordingly,  any acquisition  candidate
that is selected may be a financially unstable company or an entity in our early
stage of development or growth,  including entities without  established records
of sales or earnings.  Accordingly,  we may become  subjected to numerous  risks
inherent in the business and operations of financially  unstable and early stage
or potential  emerging growth companies.  In addition,  we may effect a business
combination with an entity in an industry characterized by a high level of risk.

We anticipate that the selection of a business  combination  will be complex and
extremely risky.  Management  believes that there are numerous firms seeking the
benefit of a publicly traded corporation because of:

o     General economic conditions
o     Rapid technological advances being made in some industries
o     Shortages of available capital

   Such perceived benefit of a publicly traded corporation may include:

o     Facilitating or improving the terms on which  additional  equity financing
      may be sought
o     Providing  liquidity  for the  principals of a business
o     Creating a means for providing incentive stock options or similar benefit
      to key employees
o     Providing liquidity, subject to restrictions of applicable statutes, for
      all
o     shareholders

Potentially   available  business  combinations  may  occur  in  many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely difficult and complex.

Evaluation of Business Combinations

The  analysis  of  business  combinations  will be  undertaken  by or under  the
supervision  of our  officer and  director  who is not a  professional  business
analyst.   Management   intends  to  concentrate   on  identifying   preliminary
prospective business  combinations which may be brought to our attention through
present  associations.  There  are  only  two  characteristics  necessary  for a
prospective business combination:

o     Have the ability to obtain qualified audited  financial  statements within
      the time period required under relevant SEC regulations
o     Have the funds to make payments to us required in an acquisition
      agreement, if mutually agreed by us and the acquisition candidate

Because we will be subject to Section 13 or 15(d) of the Securities Exchange Act
of 1934, we will be required to furnish certain  information  about  significant
acquisitions,  including audited financial statements for the business acquired,
covering  one,  two or  three  years  depending  upon the  relative  size of the
acquisition.  Consequently, acquisition prospects that do not have or are unable
to obtain the required audited  statements  within the required time period will
not be appropriate for acquisition.

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<PAGE>

Any business  combination will present certain risks. Many of these risks cannot
be  adequately  identified  prior  to  selection.  In the  case  of  some of the
potential  combinations available to us, it is possible that the promoters of an
acquisition  candidate  have been unable to develop a going concern or that such
business is in our  development  stage in that it has not generated  significant
revenues  from  its  principal   business   activity  prior  to  our  merger  or
acquisition.  There is a risk, even after the closing of a business  combination
and the related  expenditure of our funds,  that the combined  enterprises  will
still be unable to become a going  concern  or advance  beyond  the  development
stage.  The combination  may involve new and untested  products,  processes,  or
market  strategies which may not succeed.  Such risks will be assumed by us and,
therefore, our shareholders.

Business Combination

In implementing a structure for a particular business acquisition, we may become
a party to a merger, consolidation,  reorganization, joint venture, or licensing
agreement  with another  corporation  or entity.  We may also purchase  stock or
assets of an existing  business.  The manner of the  business  combination  will
depend on:

o The nature of the acquisition  candidate
o The respective needs and desires of us and other parties
o The management of the acquisition candidate opportunity
o The relative negotiating strength of us and such other management

On the closing of a business  combination,  the acquisition  candidate will have
significantly  more  assets  than  us;  therefore,  management  plans to offer a
controlling  interest in us to the  acquisition  candidate.  Although the actual
terms of a transaction to which we may be a party cannot be predicted, we may be
expected that the parties to the business  transaction will find we desirable to
avoid the creation of a taxable event and thereby structure the acquisition in a
so-called  tax-free  reorganization  under  Sections  368(a)(1)  or  351  of the
Internal  Revenue Code of 1954. In order to obtain tax-free  treatment under the
code, it may be necessary for the owners of the acquired  business to own 80% or
more  of  the  voting  stock  of  the  surviving  entity.  In  such  event,  our
shareholders  would retain less than 20% of the issued and outstanding shares of
the surviving entity, which would be likely to result in significant dilution in
the equity of such shareholders.  In addition, our director and officer will, as
part of the  terms  of the  acquisition  transaction,  resign  as  director  and
officer.

Prior to any business  combination,  we will effect a reverse split of our stock
such that management and our  non-management  principal  shareholder  retain the
number of shares as  provided  in the merger  agreement  upon the closing of the
merger. We will not,  however,  sell or issue any additional shares prior to the
location of an acquisition candidate.  All necessary funding will be provided as
a non-refundable capital contribution by management.

                                       9
<PAGE>

Consistent  with the  position  of the SEC staff in recent  letters  to the NASD
concerning blank check companies, no trading will begin unless all required Form
10 information and audited financial  statements has been filed with the SEC and
the SEC has  advised  us they have no further  comments  on the  filing.  Unless
otherwise requested by the acquisition  candidate,  all securities issued in the
acquisition  transaction will be registered under the 1933 Act. If this happens,
no request will be made to the NASD to grant final  approval  for listing  until
the  registration  statement is declared  effective.  If such securities are not
registered  under the 1933 Act, a Form 8-K containing this  information  will be
filed,  and no  request  will be made to the NASD to grant  final  approval  for
listing until the SEC staff advises us that they have no further comments on our
Form 8-K filing  under the 1934 Act.  We may also agree to  register  additional
securities  for  resale  thereafter.  The  issuance  of  substantial  additional
securities and their potential sale into any trading market which may develop in
our common stock may have a depressive effect on such market.

If at any time we enter negotiations with a possible merger candidate and such a
transaction  becomes  probable,  then we will file all required  information  on
either Form 8-K, 10-Q or 10-K, as appropriate. As of the date of this filing, no
potential  acquisition  candidate has entered into any oral or written agreement
to be acquired by us. We are engaged in preliminary acquisition discussions with
potential  acquisition  candidates.  However,  no such  candidate  is willing to
proceed with further  discussions  until,  among other things, we are current in
our reporting requirements.

We have  adopted  certain  acquisition  policies.  Management  is unaware of any
circumstances  under  which such  policy  through  their own  initiative  may be
changed.   The  following  policies  are  based  on  a  written  agreement  with
management,  and we are aware of no circumstances under which these policies may
be changed.

o     o We may not borrow  funds and use the loan  proceeds to make  payments to
      any officer, director, promoter or affiliate or associate of us.

o     o We will not enter into a business  combination with any company which is
      in any  way  wholly  or  partially  beneficially  owned  by  any  officer,
      director, promoter or affiliate or associate of us.

o     o We have  adopted  a policy  that we will not pay a  finder's  fee to any
      member of management  for locating a merger or acquisition  candidate.  No
      member of management  intends to or may seek and negotiate for the payment
      of finder's fees.

o     We will not sell any securities prior to the location of an acquisition or
      merger candidate.

o     o Other fees may be paid to our  management if and only if it is agreed by
      the acquisition  candidate in the merger  agreement.  Any such fee will be
      funded  by a fee the  acquisition  candidate  agrees to pay as part of the
      merger agreement. There is no minimum or maximum amount of fee that can be
      paid. The amount will be determined in  arms'-length  negotiations  in the
      merger agreement.

o     o The only other  pecuniary  benefit to be received by  management  is the
      retention of a to-be-agreed percent of stock after the acquisition closes.
      There is no minimum or maximum amount of stock which can be retained.  The
      amount  will be  determined  in  arms'-length  negotiations  in the merger
      agreement.

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<PAGE>

Although we believe  these  procedures  eliminate the potential for a claim that
management has breached or compromised its fiduciary  duties,  there is always a
potential  that such claim could be made. If made,  any remedy  available  under
state  corporate  law will  most  likely  be  prohibitively  expensive  and time
consuming.

A potential  target  company may have an agreement  with a consultant or advisor
providing  that  services of the  consultant  or advisor be continued  after any
business combination. Additionally, a target company may be presented to us only
on the condition that the services of a consultant or advisor be continued after
a merger or acquisition. Such preexisting agreements of target companies for the
continuation of the services of attorneys,  accountants, advisors or consultants
could be a factor in the selection of a target company.  We will not receive any
payment  or  benefit  from  any of these  attorneys,  accountants,  advisors  or
consultants.

We will remain an  insignificant  player among the firms that engage in business
combinations.  There are many established venture capital and financial concerns
which have significantly greater financial and personnel resources and technical
expertise  than us. In view of our  combined  limited  financial  resources  and
limited  management  availability,  we  will  continue  to be  at a  significant
competitive disadvantage compared to our competitors. Also, we will be competing
with a large number of other similar small public companies  located  throughout
the  United  States,  including  those  organized  and  to be  organized  by our
principal shareholder for himself and others.

We do not intend to advertise or promote ourselves. Instead, our management will
actively search for potential  acquisition  candidates.  In the event management
decides  to  advertise  in the  form of an ad in a  publication  to  attract  an
acquisition  candidate,  the  cost  of  such  advertising  will  be  assumed  by
management.

ITEM 2 - PROPERTIES

We  have no  properties  and at this  time  has no  agreements  to  acquire  any
properties.  We  currently  use  the  offices  of  management  at no cost to us.
Management  has  agreed  to  continue  this  arrangement  until we  complete  an
acquisition or merger.

ITEM 3 - LEGAL PROCEEDINGS

      NONE

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

      NONE

                                    PART II.

IETM 5 - MARKET FOR THE COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      NONE

                                       11
<PAGE>

ITEM 6 - MANAGEMENT'S DISSCUSSION AND ANALYSIS OR PLAN OF OPERATION

Our purpose is to seek, investigate and, if such investigation warrants, acquire
an interest in a business entity which desires to seek the perceived  advantages
of a corporation  which has a class of securities  registered under the Exchange
Act. We will not  restrict  our search to any specific  business,  industry,  or
geographical  location and we may participate in a business venture of virtually
any kind or nature.  Management  anticipates that it will be able to participate
in only one  potential  business  venture  because  we have  nominal  assets and
limited financial  resources.  See ITEM 7, "FINANCIAL  STATEMENTS." This lack of
diversification  should be  considered a  substantial  risk to our  shareholders
because  it will not  permit  us to offset  potential  losses  from one  venture
against gains from another.

We are a development  stage entity,  and have neither  engaged in any operations
nor  generated  any revenues to date.  We have no assets.  Our expenses  through
December 31, 1999, all funded by a capital  contribution  from  management,  are
$79.

Substantially all of our expenses that must be funded by management will be from
our  efforts  to  identify  a  suitable  acquisition  candidate  and  close  the
acquisition.  Management  has agreed in  writing  to fund our cash  requirements
until an  acquisition  is closed.  So long as  management  does so, we will have
sufficient funds to satisfy our cash requirements.  This is primarily because we
anticipate  incurring no significant  expenditures.  Before the conclusion of an
acquisition,  we anticipate our expenses to be limited to accounting fees, legal
fees, telephone,  mailing,  filing fees, occupational license fees, and transfer
agent fees.

We do not intend to seek additional financing.  At this time we believe that the
funds to be provided by management will be sufficient for funding our operations
until we find an acquisition and therefore do not expect to issue any additional
securities before the closing of a business combination.

ITEM 7 - FINANCIAL STATEMENTS

                                       12
<PAGE>

                        FIFTH BUSINESS SERVICE GROUP, INC.
                        (A Development Stage Enterprise)

                                TABLE OF CONTENTS

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



Independent Auditors' Report                                                F-2

Financial Statements as of and for the period March 15, 1999
(date of incorporation) to December 31, 1999

  Balance Sheet                                                             F-3

  Statement of Operations                                                   F-4

  Statement of Stockholder's Deficit                                        F-5

  Statement of Cash Flows                                                   F-6

  Notes to Financial Statements                                             F-7



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









                                       F-1




                                       13
<PAGE>




                   [Letterhead of Kingery, Crouse & Hohl P.A.]

INDEPENDENT AUDITORS' REPORT


To the Board of Directors of Fifth Business Service Group, Inc.:

We have audited the accompanying balance sheet of Fifth Business Service Group,
Inc. (the "Company"),  a development stage  enterprise,  as of December 31, 1999
and the related statements of operations,  stockholder's  deficit and cash flows
for the period  March 15, 1999 (date of  incorporation)  to December  31,  1999.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audit.

We conducted 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 the  disclosures  in the  financial  statements.  An audit also
includes assessing the accounting  principles used and the significant estimates
made by management, as well as the overall financial statement presentation.  We
believe 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 the Company as of December 31,
1999 and the results of its  operations  and its cash flows for the period March
15,  1999 (date of  incorporation)  to  December  31,  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 discussed in Notes A and B to the
financial statements, the Company is in the development stage and will require a
significant  amount of capital to commence its planned principal  operations and
proceed with its business plan. As of the date of these financial statements, an
insignificant  amount  of  capital  has  been  raised,  and as such  there is no
assurance  that the  Company  will be  successful  in its  efforts  to raise the
necessary capital to commence its planned principal  operations and/or implement
its business  plan.  These factors raise  substantial  doubt about the Company's
ability to continue  as a going  concern.  Management's  plans in regard to this
matter are  described  in Note B. The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.

            Kingery, Crouse & Hohl P.A.

May 3, 2000
Tampa, FL

                                       14
<PAGE>
                       Fifth Business Service Group, Inc.
                        (A Development Stage Enterprise)

                      BALANCE SHEET AS OF DECEMBER 31, 1999

--------------------------------------------------------------------------
ASSETS

   TOTAL ASSETS                                                     $         -
                                                                    ============


LIABILITIES AND STOCKHOLDER'S DEFICIT

   TOTAL LIABILITIES - Accrued expenses                             $     1,000
                                                                    ------------

STOCKHOLDER'S DEFICIT:
   Preferred stock - no par value: 20,000,000 shares
    authorized; zero shares issued and outstanding                            -
   Common stock - no par value: 50,000,000 shares
    authorized; 1,000,000 shares issued and outstanding                      79
   Additional paid-in capital                                             4,000
                                                                    ------------
   Deficit accumulated during the development stage                      (5,079)
                                                                    ------------

      Total stockholder's deficit                                        (1,000)
                                                                    ------------

   TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                      $         -
                                                                    ============



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

See notes to financial statements

                                      F-3

                                       15
<PAGE>
                         Fifth Business Service Group, Inc.
                          (A Development Stage Enterprise)

STATEMENT OF OPERATIONS FOR THE PERIOD MARCH 15, 1999 (DATE OF INCORPORATION) TO
                                   DECEMBER 31, 1999

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

 EXPENSES:

  Professional fees and expenses                                    $     5,000
  Organization costs                                                         79
                                                                     -----------

 NET LOSS                                                            $    5,079
                                                                     ===========

 BASIC AND DILUTED NET LOSS PER SHARE                                $     0.00
                                                                     ===========

 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                           1,000,000
                                                                     ===========

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

See notes to financial statements

                                    F-4

                                       16
<PAGE>
                       Fifth Business Service Group, Inc.
                        (A Development Stage Enterprise)

               STATEMENT OF STOCKHOLDER'S DEFICIT FOR THE PERIOD MARCH 15, 1999
                         (DATE OF INCORPORATION) TO DECEMBER 31, 1999


--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                               Deficit
                                                             Accumulated
                                                             During the
                              Common Stock      Additional   Development
                           Shares   Par Value    Paid-in        Stage        Total
                                                 Capital
                          --------  --------- ------------  ------------  ----------
<S>                    <C>         <C>       <C>           <C>           <C>

Balances, March 15, 1999
 (date of incorporation)       -    $     -    $      -      $      -      $     -

Issuance of common      1,000,000        79           -             -           79
  stock

Capital Contribution of
  services                     -          -       4,000             -        4,000

Net loss for the period,
  March 15, 1999 (date of
  incorporation)
  to December 31, 1999         -          -           -        (5,079)      (5,079)
                           -------- ----------  ------------ -----------  -----------
Balances, December 31,
  1999                  1,000,000    $   79     $ 4,000      $ (5,079)     $(1,000)
                           ======== ==========  ============ ===========  ===========
</TABLE>

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

See notes to financial statements

                                       F-5




                                       17
<PAGE>
                          Fifth Business Service Group, Inc.
                           (A Development Stage Enterprise)

STATEMENT OF CASH FLOWS FOR THE PERIOD MARCH 15, 1999 (DATE OF INCORPORATION) TO
                                DECEMBER 31, 1999

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


CASH FLOWS FROM OPERATING ACTIVITES:
  Net loss                                                          $    (5,079)
   Adjustments to reconcile net loss to cash used in
operating activities:
     Increase in accrued expenses                                         1,000
     Contributed services and expenses                                    4,000
                                                                      ----------

NET CASH USED IN OPERATING ACTIVITIES                                       (79)
                                                                      ----------

CASH FLOWS FROM FINANCING ACTIVITIES -
  Proceeds from issuance of common stock                                     79
                                                                      ----------

CASH PROVIDED BY FINANCING ACTIVITIES                                        79
                                                                      ----------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                     -

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                -
                                                                      ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                            $         -
                                                                      ==========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

TAXES PAID                                                          $         -
                                                                      ==========

INTEREST PAID                                                       $         -
                                                                      ==========



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

See notes to financial statements

                                       F-6

                                       18
<PAGE>

                       Fifth Business Service Group, Inc.
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS

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

NOTE A - FORMATION AND OPERATIONS OF THE COMPANY

First Business Service Group,  Inc. ("we, us, our") was  incorporated  under the
laws of the state of Florida on March 15, 1999.  We are  considered to be in the
development stage as defined in Financial  Accounting  Standards Board Statement
No 7, and  intend to seek,  investigate  and,  if such  investigation  warrants,
engage in business combinations presented to us by persons or firms who or which
desire to become a Securities  and  Exchange  Commission  (the "SEC")  reporting
company.  Our  planned  principal  operations  have  not  commenced,   therefore
accounting  policies and procedures  have not yet been  established.  Our fiscal
year end is December 31.

NOTE B - GOING CONCERN

The  accompanying  financial  statements  have been  prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities  in the  normal  course of  business.  The  Company  will  require a
significant  amount of capital to commence its planned principal  operations and
proceed with its business plan.  Accordingly,  the Company's ability to continue
as a going concern is dependent upon its ability to secure an adequate amount of
capital to  finance  its  planned  principal  operations  and/or  implement  its
business  plan.  The Company's  plans include  borrowings  from  management  and
negotiating  fees with an acquisition  candidate,  however there is no assurance
that they will be  successful in their  efforts to raise  capital.  This factor,
among  others,  may  indicate  that the Company  will be unable to continue as a
going concern for a reasonable period of time.

NOTE C - INCOME TAXES

During the period March 15, 1999 (date of  incorporation)  to December 31, 1999,
we recognized losses for both financial and tax reporting purposes. Accordingly,
no  deferred  taxes have been  provided  for in the  accompanying  statement  of
operations.

                                       F-7

                                       19
<PAGE>

NOTE D - RELATED PARTY TRANSACTIONS

The value of services  provided by our  stockholder  during the period March 15,
1999 (date of  incorporation) to December 31, 1999 was $4,000 and is included as
professional fees and expenses in the accompanying  statement of operations.  In
addition, the stockholder has agreed to pay corporate,  organizational and other
costs incurred by us and provide the following services at no cost to us until a
business combination is effected:

1.    Preparation and filings of required documents with the Securities and
      Exchange Commission.

2.    Location and review of potential target companies.


NOTE E - LOSS PER SHARE

We compute  net loss per share in  accordance  with SFAS No. 128  "Earnings  per
Share"  ("SFAS No.  128") and SEC Staff  Accounting  Bulletin No. 98 ("SAB 98").
Under the  provisions  of SFAS No.  128 and SAB 98,  basic net loss per share is
computed by  dividing  the net loss  available  to common  stockholders  for the
period by the weighted  average number of common shares  outstanding  during the
period.  Diluted net loss per share is computed by dividing the net loss for the
period by the number of common and common equivalent shares  outstanding  during
the period.  There were no common equivalent  shares  outstanding as of December
31, 1999.

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

                                       F-8

                                       20
<PAGE>

ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES

      NONE

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

Directors and Executive Officers.

The following table and subsequent  discussion sets forth  information about our
director  and  executive  officer,  who  will  resign  upon the  closing  of the
acquisition  transaction.  Our director and executive officer was elected to his
position in March, 1999.

 Name                            Age                        Title

 Michael T. Williams             51            President, Treasurer and Director

 Michael T. Williams  responsibilities will include management of our operations
 as well as our administrative and financial activities. Since 1975 Mr. Williams
 has  been in the  practice  of law,  initially  with the  U.S.  Securities  and
 Exchange Commission until 1980, and since then in private practice. He was also
 chief executive officer of Florida Community Cancer Centers,  Dunedin,  FL from
 1991-1995.  He  received a BA from the  University  of Kansas and a JD from the
 University of Pennsylvania.

ITEM 10 - EXECUTIVE COMPENSATION.

The following table sets forth all  compensation  awarded to, earned by, or paid
for services rendered to us in all capacities during the year ended December 31,
1999, by our  president;  however,  as we have no our other  executive  officers
whose salary and bonus for the year ended  December 31, 1999 exceeded  $100,000,
information is only furnished for Mr. Williams.

                           Summary Compensation Table
                          Long-Term Compensation Awards

Name and Principal Position  Annual Compensation - 1998
                             Salary ($)      Bonus ($)     Number of Shares
                                                         Underlying Options (#)
Michael T. Williams,            None           None              None
President

                                       21
<PAGE>


 Fees  may be  paid  to  our  management  if and  only  if it is  agreed  by the
 acquisition candidate in the merger agreement. These fees would be for services
 including, but are not limited to, the following:

o Formation of our company
o Preparation and filing of Form 10
o Securing  an  accounting  firm and  audited  financial  statements
o Locating potential acquisition candidates
o Qualifying the actual acquisition candidate
o Negotiating  all aspects of the  acquisition
o Preparation  and filing of a Form 8-K
o Closing the merger transaction

Fees  may  also be  paid to  Williams  Law  Group,  P.A.,  an  affiliate  of our
management,  for rendering legal services. Any such fees will be funded by a fee
the acquisition  candidate agrees to pay as part of the merger agreement.  There
is no  minimum or maximum  amount of fees that can be paid.  The amount  will be
determined in arms'-length negotiations in the merger agreement.

Except as  described  above and any stock  retained  by  management  as mutually
agreed in the acquisition agreement,  we will not pay any of the following types
of compensation or other financial benefit to our management:

o     Consulting Fees
o     Finders' Fees
o     Any other methods of payments by which management or current  shareholders
      receive funds,  stock,  other assets or anything of value whether tangible
      or intangible

These provisions are the subjects of a written agreement between  management and
us.  Management  is not aware of any  circumstances  under  which  this  policy,
through their own initiative, may be changed.

No retirement,  pension,  profit sharing,  stock option or insurance programs or
other similar programs have been adopted by us for the benefit of our employees.

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

The following table sets forth  information about our current  shareholder.  The
person  named below has sole  voting and  investment  power with  respect to the
shares.  The numbers in the table reflect  shares of common stock held as of the
date of this Form 10:

                                       22
<PAGE>


                  Shares Owned                         Percentage

Michael T.
Williams (1)         1,000,000                              100%

2503 W. Gardner  Ct.
 Tampa FL 33611


All directors and
officers as a

group -
1 persons            1,000,000                              100%


1. To be owned in a blind trust with the  beneficiaries  of Michael T.  Williams
and his wife, Donna J. Williams,  Tenants by the Entireties. Mr. Williams may be
deemed our founder and promoter,  as the terms are defined under the  Securities
Act of 1933.

Mr.  Williams' trust will retain an amount of our issued and  outstanding  stock
after issuance of all shares in the merger and closing of the merger transaction
as is agreed in arms'-length negotiations with the acquisition candidate.  Prior
to  closing  the  merger,  we will  effect a reverse  stock  split so that share
ownership complies with the terms of the acquisition agreement.

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None of the related party transactions  described below were the result of arm's
length  negotiations.  Accordingly,  there  is  a  potential  that  management's
fiduciary  duties may be compromised  as a result of any of these  transactions.
Any remedy available under state corporate law, if management's fiduciary duties
are compromised, will most likely be prohibitively expensive and time consuming.

We have established the a policy that prohibits  transactions with or payment of
anything of value to any present  officers,  director,  promoter or affiliate or
associate or any company that is in any way or in any amount  beneficially owned
by any of our officers,  director, promoter or affiliate or associate, except as
follows:

o     Fees may be paid to Williams Law Group, P.A., an affiliate of our
      management, for rendering legal services.
o     All  compensation   payable  according  to  a  written  agreement  between
      management and us as described in Item 6. Management above.

Any such fees will be funded by a fee the acquisition candidate agrees to pay as
part of the merger agreement. There is no minimum or maximum amount of fees that
can be paid. The amount will be determined in  arms'-length  negotiations in the
merger agreement.

Our  director  and  officer is or may become,  in his  individual  capacity,  an
officer,  director,  controlling  shareholder  and/or  partner of other entities
engaged  in a variety  of  businesses.  Mr.  Williams  is  engaged  in  business
activities outside of us, and the aggregate amount of time he will devote to our
business  and the  business  of all other blank  check  companies  with which is
associated  will be  limited,  usually  involving  one  hour or  less  per  week
aggregate until an acquisition candidate has agreed to be acquired.

                                       23
<PAGE>

There  exists  potential  conflicts  of interest  including  allocation  of time
between us and such other business entities.

Our  director  and  officer is or may become,  in his  individual  capacity,  an
officer,  director,  controlling  shareholder  and/or  partner of other entities
engaged in a variety of  businesses.  Michael T. Williams is engaged in business
activities outside of us, and the aggregate amount of time he will devote to our
business  and the  business  of all other blank  check  companies  with which is
associated  will only be between five (5) and twenty (20) hours per week until a
successful  business  opportunities  have been  acquired by all such  companies.
There  exists  potential  conflicts  of interest  including  allocation  of time
between us and such other business entities.

Conflicts with other blank check  companies with which members of management are
currently  and may become  affiliated in the future will arise in the pursuit of
business  combinations.  These  conflicts will involve only Michael T. Williams.
Mr.  Williams  has in the past  formed  other what would be deemed  blank  check
entities for himself. He intends to continue to do so in the future.  Except for
4 Brandon - I, Inc.,  none of these  entities  has or will  engage in any public
offering  of its  securities  prior  to  entering  into a  business  combination
agreement.  None of such entities has entered into an agreement to acquire or be
acquired by any business or has acquired any business.

To aid the resolution of these conflicts, he and we have agreed to the following
procedure:

o        None of the  existing  blank check  entities  except for 4 Brandon - I,
         Inc. will file registration statements under the Securities Act to sell
         their  securities  prior  to  entering  into  a  business   combination
         agreement. No acquisition candidates will be presented to for 4 Brandon
         - I, Inc. until it has sold any securities.

o        Unless  specifically   requested  by  an  acquisition   candidate,   no
         acquisition  candidates  will be  presented to the  following  existing
         blank check companies with which Mr.  Williams is associated  until all
         blank check companies which have not filed  registration  statements on
         Form 10,  existing  or in the future,  have  entered  into  acquisition
         agreements.

The  following  table  sets  forth  acquisition  companies,   which  have  filed
registration statements on Form 10.

Name                                     Date of Filing of Form 10 with SEC
First Business Service Group, Inc.                   March 25, 1999
Second Business Service Group, Inc.                  March 25, 1999
Third Business Service Group, Inc.                   March 25, 1999
Fourth Business Service Group, Inc.                  March 25, 1999
Fifth Business Service Group, Inc.                   March 25, 1999
Sixth Business Service Group, Inc.                   March 25, 1999

                                       24
<PAGE>

Seventh Business Service Group, Inc.                 March 25, 1999
Eighth Business Service Group, Inc.                  March 25, 1999
Ninth Business Service Group, Inc.                   March 25, 1999
Tenth Business Service Group, Inc.                   March 25, 1999

Only  Sixth  Business  Service  Group,  Inc.  has  entered  into an  acquisition
agreement  with  Telesource,  Inc. A  registration  statement has been filed and
refiled,  comments have been received and Amendment No. 2 is  anticipated  to be
filed in the near future.  First,  Second and Third  Business  Service Group are
engaged  in  preliminary  acquisition  discussions  with  potential  acquisition
candidates.  However,  no such  candidate  is willing to  proceed  with  further
discussions  until,  among  other  things,  we  are  current  in  our  reporting
requirements.

The following table sets forth acquisition  companies that have not filed and do
not intend to file registration statements on Form 10.

           Name              Acquisition Agreement    SEC Filing Status
                                    Status

First Enterprise Service     Merger Agreement with       Registration
Group, Inc.                      Space Systems         Statement filed.
                              International, Inc.     Awaiting Comments.
Second Enterprise Service
Group, Inc.

Third Enterprise Service     Merger Agreement with       Registration
Group, Inc.                 Competitive Companies,     Statement filed.
                                     Inc.            Awaiting financials
                                                          to refile.
Fourth Enterprise Service       Proposal being
Group, Inc.                      considered by

                                  candidate.
Fifth Enterprise Service        Proposal being
Group, Inc.                      considered by

                                  candidate.
Sixth Enterprise Service        Initial Merger
Group, Inc.                     Agreement with

                              Africainternet.com,
                             Inc. terminated. New
                             candidate considering
                                   proposal.
Seventh Enterprise Service   Merger Agreement with       Registration
Group, Inc.                 Legacy Communications,     Statement being

                                     Inc.                  drafted.
Eighth Enterprise Service    Merger Agreement with       Registration
Group, Inc.                         Impulse            Statement being
                             Communications, Inc.          drafted.
Ninth Enterprise Service     Merger Agreement with       Registration
Group, Inc.                  Wiremedia.com, Inc.,      Statement being
                                     Inc.                  drafted.
Tenth Enterprise Service     Merger Agreement with       Registration
Group, Inc.                  Emailshots.com, Inc.      Statement being
                                                           drafted.
Brilliant Sun Industry Co.   Merger Agreement with       Registration
                              Yi Wan Group, Inc.       Statement filed.
                                                     Awaiting financials
                                                          to refile.

                                       25
<PAGE>

First Emily, Inc.            Merger Agreement with       Registration
                             Talentspot.com, Inc.      Statement being
                                                           drafted.
First Hilary, Inc.           Merger Agreement with       Registration
                             Net Sales Solutions,      Statement being
                                     Inc.                  drafted.
First Zachery, Inc.             Proposal being
                                 considered by
                                  candidate.
First Michelle, Inc.            Proposal being
                                 considered by
                                  candidate.
First James, Inc.               Proposal being
                                 considered by
                                  candidate.
First Mark, Inc.                Proposal being
                                 considered by
                                  candidate.
First Matt, Inc.                Proposal being
                                 considered by
                                  candidate.
First Brandon, Inc.          Merger Agreement with       Registration
                                Net2speak, Inc.        Statement being
                                                           drafted.
First Brad, Inc.                Proposal being
                                 considered by
                                  candidate.
First Dunmore, Inc.


ITEM 13-EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
         FORMS 8-K

Exhibits -

10.1   Agreement with Management

Financial Statement Schedules - None.

Reports on Form 8-K - None.


                                       26
<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, thereunto duly
authorized.

                                            FIFTH BUSINESS SERVICE GROUP, INC.

                  By:     /s/ Michael T. Williams
                          President

Dated: May 18, 2000


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

SIGNATURE                   TITLE                            DATE

/s/ Michael T. Williams     Director                          May 18, 2000
----------------------------




                                       27
<PAGE>