<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:

                       FIRST 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


<PAGE>

                       First 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     21
                      Accountants on Accounting and
                      Financial Disclosures

     PART III

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

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

                      Signatures                            29







<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 NO 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,


<PAGE>

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.

      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  Certificate  of  Incorporation  provides  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
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
<PAGE>

specific  entity.  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 (the "Exchange
Act"),  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.
<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.

Management of the Company

We have no full time  employees.  Michael T. Williams is our sole officer,  sole
director and sole  shareholder.  Mr. Williams,  as our president,  has agreed to
allocate a portion of his time to our activities without compensation. Potential
conflicts may arise with respect to the limited time  commitment by Mr. Williams
and the potential demands of our activities.

      The  amount  of  time  spent  by Mr.  Williams  on our  activities  is not
predictable. Such time may vary widely from an extensive amount when reviewing a
target company and effecting a business combination to an essentially quiet time
when activities of management focus elsewhere,  or some amount in between. It is
impossible to predict, with any precision, the exact amount of time Mr. Williams
will  actually  be required to spend to locate a suitable  target  company.  Mr.
Williams  estimates  that our  business  plan  can be  implemented  by  devoting
approximately  10 to 25 hours per month over the  course of  several  months but
such figure cannot be stated with precision.
<PAGE>

General Business Plan

      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 may seek a business  opportunity  with  entities  which  have  recently
commenced  operations,  or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets,  to
develop a new product or service, or for other corporate purposes.

      We  anticipate  that the selection of a business  opportunity  in which to
participate  will be complex and extremely risky.  Management  believes (but has
not conducted any research to confirm) that there are business  entities seeking
the perceived benefits of a reporting  corporation.  Such perceived benefits may
include facilitating or improving the terms on which additional equity financing
may be  sought,  providing  liquidity  for  incentive  stock  options or similar
benefits to key  employees,  increasing  the  opportunity  to use securities for
acquisitions,  providing liquidity for shareholders and other factors.  Business
opportunities  may be  available  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 difficult and complex.

      We have,  and will  continue to have, no capital with which to provide the
owners of business entities with any cash or other assets.  However,  management
believes  we  will be  able  to  offer  owners  of  acquisition  candidates  the
opportunity to acquire a controlling  ownership  interest in a reporting company
without  incurring  the cost and time  required  to conduct  an  initial  public
offering.  Management  has not  conducted  market  research  and is not aware of
statistical data to support the perceived benefits of a business combination for
the owners of a target company.

      The analysis of new business opportunities will be undertaken by, or under
the supervision of, our officer and director, who is not a professional business
analyst.  In  analyzing  prospective  business  opportunities,   management  may
consider  such matters as the  available  technical,  financial  and  managerial
resources;  working  capital  and  other  financial  requirements;   history  of
operations,  if any;  prospects  for the future;  nature of present and expected
competition;  the quality and  experience  of management  services  which may be
available and the depth of that management;  the potential for further research,
development, or exploration; specific risk factors not now foreseeable but which
then may be  anticipated  to impact our proposed  activities;  the potential for
growth or expansion;  the potential for profit; the perceived public recognition
or acceptance of products,  services, or trades; name identification;  and other
relevant  factors.  This discussion of the proposed  criteria is not meant to be
restrictive of our virtually  unlimited  discretion to search for and enter into
potential business opportunities.
<PAGE>

      We  are  subject  to all of the  reporting  requirements  included  in the
Exchange  Act.  Included  in  these  requirements  is our  duty to file  audited
financial  statements  as part of or within 60 days  following  the due date for
filing  its Form 8-K  which is  required  to be filed  with the  Securities  and
Exchange  Commission  within 15 days  following  the  completion of the business
combination.  We intend to  acquire or merge  with a company  for which  audited
financial  statements are available or for which it believes  audited  financial
statements  can be obtained  within the required  period of time. We may reserve
the right in the documents for the business  combination to void the transaction
if the audited  financial  statements are not timely available or if the audited
financial  statements provided do not conform to the representations made by the
target company.

      We will  not  restrict  our  search  for  any  specific  kind of  business
entities,  but may acquire a venture which is in its  preliminary or development
stage,  which is  already  in  operation,  or in  essentially  any  stage of its
business  life.  It is  impossible  to  predict  at this time the  status of any
business in which we may become engaged,  in that such business may need to seek
additional  capital,  may desire to have its shares publicly traded, or may seek
other perceived advantages which we may offer.

      Following  a business  combination  we may  benefit  from the  services of
others in regard to  accounting,  legal  services,  underwriting  and  corporate
public relations. If requested by a target company, management may recommend one
or more underwriters, financial advisors, accountants, public relations firms or
other consultants to provide such services.

      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.

     Mr.  Williams  will pay all expenses in regard to its search for a suitable
target  company.  We do not  anticipate  expending  funds for  locating a target
company. Mr. Williams, our sole shareholder,  officer and director, will provide
his  services  without  charge or  repayment  by us. To date,  Mr.  Williams has
incurred  expenses  on  our  behalf  aggregating  approximately  $79,  including
incorporation and accounting expenses.  We will not borrow any funds to make any
payments to our management, its affiliates or associates.

      Our Board of  Directors  has passed a resolution  which  contains a policy
that we will not seek a business combination with any entity which is in any way
wholly or  partially  beneficially  owned by any  officer,  director,  promoter,
affiliate or associate of us.

Undertakings and Understandings Required Of Target Companies

      As part of a business combination  agreement,  we intend to obtain certain
representations and warranties from a target company as to its conduct following
the business  combination.  Such  representations and warranties may include (i)
the agreement of the target  company to make all  necessary  filings and to take
all other steps  necessary to remain a reporting  company under the Exchange Act
<PAGE>

(ii) imposing  certain  restrictions on the timing and amount of the issuance of
additional  free-trading stock, including stock registered on Form S-8 or issued
pursuant to Regulation S and (iii) giving assurances of ongoing  compliance with
the Securities  Act, the Exchange Act, the General Rules and  Regulations of the
Securities  and  Exchange  Commission,  and  other  applicable  laws,  rules and
regulations.

      A  prospective  target  company  should be aware that the market price and
volume of its securities,  when and if listed for secondary trading,  may depend
in great  measure upon the  willingness  and efforts of successor  management to
encourage interest in us within the United States financial community. We do not
have the market  support of an underwriter  that would normally  follow a public
offering of its securities.  Initial market makers are likely to simply post bid
and asked prices and are unlikely to take  positions in our securities for their
own account or customers without active  encouragement and a basis for doing so.
In addition,  certain market makers may take short  positions in our securities,
which  may  result in a  significant  pressure  on their  market  price.  We may
consider the ability and  commitment of a target  company to actively  encourage
interest in its securities  following a business combination in deciding whether
to enter into a transaction with such company.

      A business  combination with us separates the process of becoming a public
company  from the  raising  of  investment  capital.  As a  result,  a  business
combination  with us normally will not be a beneficial  transaction for a target
company  whose  primary  reason for becoming a public  company is the  immediate
infusion of capital.  We may require  assurances from the target company that it
has or that it has a reasonable  belief that it will have sufficient  sources of
capital to continue operations following the business  combination.  However, it
is possible that a target company may give such assurances in error, or that the
basis for such belief may change as a result of circumstances beyond the control
of the target company.

      Prior to completion of a business  combination,  we will generally require
that  it be  provided  with  written  materials  regarding  the  target  company
containing  such  items as a  description  of  products,  services  and  company
history; management resumes; financial information;  available projections, with
related  assumptions  upon which they are based;  an  explanation of proprietary
products and  services;  evidence of existing  patents,  trademarks,  or service
marks,  or  rights  thereto;  present  and  proposed  forms of  compensation  to
management;   a  description  of  transactions  between  such  company  and  its
affiliates  during  relevant  periods;  a  description  of present and  required
facilities; an analysis of risks and competitive conditions; a financial plan of
operation and estimated capital requirements;  audited financial statements,  or
if  they  are not  available,  unaudited  financial  statements,  together  with
reasonable  assurances  that audited  financial  statements  would be able to be
produced  within a  reasonable  period of time not to  exceed 75 days  following
completion of a business combination; and other information deemed relevant.

Competition

      We will remain an insignificant  participant  among the firms which engage
in the acquisition of business opportunities. 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
extremely limited financial  resources and limited management  availability,  we
will continue to be at a significant  competitive  disadvantage  compared to our
competitors.
<PAGE>

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

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 may seek a business  opportunity  with  entities  which  have  recently
commenced  operations,  or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets,  to
develop a new product or service, or for other corporate purposes.

      We  anticipate  that the selection of a business  opportunity  in which to
participate  will be complex and extremely risky.  Management  believes (but has
not conducted any research to confirm) that there are business  entities seeking
the perceived benefits of a reporting  corporation.  Such perceived benefits may
include facilitating or improving the terms on which additional equity financing
may be  sought,  providing  liquidity  for  incentive  stock  options or similar
<PAGE>

benefits to key  employees,  increasing  the  opportunity  to use securities for
acquisitions,  providing liquidity for shareholders and other factors.  Business
opportunities  may be  available  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 difficult and complex.

      We have,  and will  continue to have, no capital with which to provide the
owners of business entities with any cash or other assets.  However,  management
believes  we  will be  able  to  offer  owners  of  acquisition  candidates  the
opportunity to acquire a controlling  ownership  interest in a reporting company
without  incurring  the cost and time  required  to conduct  an  initial  public
offering.  Management  has not  conducted  market  research  and is not aware of
statistical data to support the perceived benefits of a business combination for
the owners of a target company.

      The analysis of new business opportunities will be undertaken by, or under
the supervision of, our officer and director, who is not a professional business
analyst.  In  analyzing  prospective  business  opportunities,   management  may
consider  such matters as the  available  technical,  financial  and  managerial
resources;  working  capital  and  other  financial  requirements;   history  of
operations,  if any;  prospects  for the future;  nature of present and expected
competition;  the quality and  experience  of management  services  which may be
available and the depth of that management;  the potential for further research,
development, or exploration; specific risk factors not now foreseeable but which
then may be  anticipated  to impact our proposed  activities;  the potential for
growth or expansion;  the potential for profit; the perceived public recognition
or acceptance of products,  services, or trades; name identification;  and other
relevant  factors.  This discussion of the proposed  criteria is not meant to be
restrictive of our virtually  unlimited  discretion to search for and enter into
potential business opportunities.

      We  are  subject  to all of the  reporting  requirements  included  in the
Exchange  Act.  Included  in  these  requirements  is our  duty to file  audited
financial  statements  as part of or within 60 days  following  the due date for
filing  its Form 8-K  which is  required  to be filed  with the  Securities  and
Exchange  Commission  within 15 days  following  the  completion of the business
combination.  We intend to  acquire or merge  with a company  for which  audited
financial  statements are available or for which it believes  audited  financial
statements  can be obtained  within the required  period of time. We may reserve
the right in the documents for the business  combination to void the transaction
if the audited  financial  statements are not timely available or if the audited
financial  statements provided do not conform to the representations made by the
target company.

      We will  not  restrict  our  search  for  any  specific  kind of  business
entities,  but may acquire a venture which is in its  preliminary or development
stage,  which is  already  in  operation,  or in  essentially  any  stage of its
business  life.  It is  impossible  to  predict  at this time the  status of any
business in which we may become engaged,  in that such business may need to seek
additional  capital,  may desire to have its shares publicly traded, or may seek
other perceived advantages which we may offer.

      Following  a business  combination  we may  benefit  from the  services of
others in regard to  accounting,  legal  services,  underwriting  and  corporate
public relations. If requested by a target company, management may recommend one
or more underwriters, financial advisors, accountants, public relations firms or
other consultants to provide such services.
<PAGE>

      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.

CAUTIONARY STATEMENT

      This  Form  10-KSB,   press  releases  and  certain  information  provided
periodically  in writing or orally by the  Corporation's  officers or its agents
contain  statements  which  constitute  forward-looking  statements  within  the
meaning of Section 27A of the Securities  Act, as amended and Section 21E of the
Securities Exchange Act of 1934. The words expect,  anticipate,  believe,  goal,
plan,  intend,  estimate and similar  expressions and variations thereof if used
are  intended  to  specifically  identify  forward-looking   statements.   Those
statements appear in a number of places in this Form 10-KSB and in other places,
particularly,  Management's  Discussion and Analysis of Financial  Condition and
Results of Operations,  and include statements  regarding the intent,  belief or
current  expectations  of the  Corporation,  its  directors or its officers with
respect to, among other  things:  (i) the  Corporation's  liquidity  and capital
resources;  (ii) its  financing  opportunities  and plans  and (iii) its  future
performance  and  operating  results.  Investors and  prospective  investors are
cautioned that any such forward-looking  statements are not guarantees of future
performance  and involve risks and  uncertainties,  and that actual  results may
differ  materially from those projected in the  forward-looking  statements as a
result of  various  factors.  The  factors  that might  cause  such  differences
include,  among  others:  (i)  any  material  inability  of the  Corporation  to
successfully  identify,  consummate  and  integrate the  acquisition  of finance
receivables at reasonable and anticipated  costs, (ii) any material inability of
the Corporation to successfully  develop its products;  (iii) any adverse effect
or limitations  caused by governmental  regulations;  (iv) any adverse effect on
the Corporation's  continued positive cash flow and ability to obtain acceptable
financing in connection with its growth plans; (v) any increased  competition in
business;  (vi) any inability of the  Corporation  to  successfully  conduct its
business in new markets; and (vii) other risks including those identified in the
Corporation's filings with the SEC. The Corporation  undertakes no obligation to
publicly  update or revise  the  forward  looking  statements  made in this Form
10-KSB, to reflect events or circumstances after the date of this Form 10-KSB or
to reflect the occurrence of unanticipated events.
<PAGE>

ITEM 7 - FINANCIAL STATEMENTS

                       FIRST 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


<PAGE>


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

INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying  balance sheet of First 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

<PAGE>

                         First 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



<PAGE>

                          First 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

<PAGE>

                       First 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>
<S>                      <C>        <C>        <C>            <C>            <C>

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

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

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

 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


<PAGE>



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

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

<PAGE>

                       First 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 - INCOMETAXES

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.

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.









                                       F-7
<PAGE>

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
<PAGE>

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

      NONE

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

        The Company has one Director and Officer as follows:

       Name                     Age        Positions and Offices Held


       Michael T. Williams      51         President, Treasurer, Director

       There are no agreements or understandings  for the officer or director to
resign at the request of another person and the above-named officer and director
is not acting on behalf of nor will act at the direction of any other person.

      Set forth below is the name of our director and officer, all positions and
offices held,  the period  during which he has served as such,  and the business
experience during at least the last five years:

 Michael T. Williams'  responsibilities  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.

PREVIOUS BLANK CHECK COMPANIES

      Management has not been involved in any previous blank check offerings.

CURRENT BLANK CHECK COMPANIES

      Michael T. Williams, our President, is currently involved with other blank
check companies,  and is involved in creating  additional  companies  similar to
this one. The initial  business  purpose of each of these companies was or is to
engage in a business  combination with an unidentified  company or companies and
each were or will be classified  as a blank check company until  completion of a
business combination.

     Mr. Williams is the President, sole director and sole shareholder of Second
Business Group,  Inc., Third Business Group,  Inc., Fourth Business Group, Inc.,
Fifth Business Group,  Inc., Sixth Business Group, Inc., Seventh Business Group,
Inc., Eighth Business Group, Inc., Ninth Business Group, Inc. and Tenth Business
Group,  Inc. Each of these companies has filed a registration  statement on Form
<PAGE>

10-SB under the Exchange Act,  which became  effective May 24, 1999. The initial
business  purpose  of each of  these  companies  is to  engage  in a  merger  or
acquisition  with  an  unidentified  company  or  companies  and  each  will  be
classified as a blank check company until completion of a business acquisition.

RECENT TRANSACTIONS BY BLANK CHECK COMPANIES

      None.

CONFLICTS OF INTEREST

      Michael T.  Williams,  our sole  officer,  director and  shareholder,  has
organized and expects to organize other companies of a similar nature and with a
similar purpose as us.  Consequently,  there are potential inherent conflicts of
interest  in acting as an officer  and  director of the  Company.  In  addition,
insofar as Mr. Williams is engaged in other business  activities,  he may devote
only a portion of his time to our affairs.

      A conflict  may arise in the event that another  blank check  company with
which Mr. Williams is affiliated also actively seeks a target company.

      Mr. Williams intends to devote as much time to our activities as required.
However,  should such a conflict arise,  there is no assurance that Mr. Williams
would not attend to other  matters prior to those of the Company.  Mr.  Williams
estimates  that our  business  plan can be  implemented  in theory  by  devoting
approximately  10 to 25 hours per month over the  course of  several  months but
such figure cannot be stated with precision.

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.
<PAGE>

INVESTMENT COMPANY ACT OF 1940

      Although we will be subject to regulation under the Securities Act of 1933
and the  Securities  Exchange  Act of 1934,  management  believes we will not be
subject to  regulation  under the  Investment  Company Act of 1940 insofar as we
will not be engaged in the business of investing  or trading in  securities.  In
the event we engage in business combinations which result in our 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.  Any  violation  of such Act would  subject us to material
adverse consequences.

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


 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
<PAGE>

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:


                  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.
<PAGE>

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.

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.
<PAGE>

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
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, initial
comments have been received and  Amendment No. 1 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.

The  following  table sets  forth  acquisition  companies,  which have not filed
registration statements on Form 10.
<PAGE>

           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    Merger Agreement with       Registration
Group, Inc.                  Wiremedia.com, Inc.,      Statement being
                                     Inc.                  drafted.
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     Merger Agreement with       Registration
Group, Inc.                   Africainternet.com,      Statement being
                                     Inc.                  drafted.
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        Proposal being
Group, Inc.                      considered by
                                  candidate.
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.
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.

First Matt, Inc.                Proposal being
                                 considered by
                                  candidate.
First Brandon, Inc.          Merger Agreement with       Registration
                                Net2speak, Inc.        Statement being
                                                           drafted.
Second Brandon, Inc.
First Brad, Inc.

<PAGE>

First Dunmore, Inc.

Second Emily, Inc.

Second Hilary, Inc.

Second Zachery, Inc.

Second Michelle, Inc.

Second James, Inc.

Second Mark, Inc.

Second Matt, Inc.

Second Brad, Inc.

Second Dunmore, Inc.


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

Exhibits - None.
--------

Financial Statement Schedules - None.
-----------------------------

Reports on Form 8-K - None.
<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.

                                         FIRST BUSINESS SERVICE GROUP, INC.

                  By:     /s/ Michael T. Williams

                          President

Dated: May 5, 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 5, 2000
------------------------