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

                                   FORM 10-KSB

                     ANNUAL REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        For the year ended April 30, 1999

                        Commission File Number 001-12856

                            SALEX HOLDING CORPORATION
                ------------------------------------------------
             (Exact name of registrant as specified in its charter)

         DELAWARE                                       421358036
         --------                                       ---------
(State of Incorporation)                    (I.R.S. Employer Identification No.)

50 LASER COURT, PO BOX 18029, HAUPPAUGE, NEW YORK.......................11788
-------------------------------------------------
(Address of principal executive offices)                             (Zip Code)

                                 (516) 436-5000
                                 --------------
              (Registrant's telephone number, including area code)

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

                          COMMON STOCK, $0.01 PAR VALUE
              SERIES A PREFERRED CONVERTIBLE STOCK, $.01 PAR VALUE
              SERIES C PREFERRED CONVERTIBLE STOCK, $.01 PAR VALUE

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes | | No |X|

         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 reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.    Yes           No X
                                     ----         ---

          The issuer's net sales for the most recent fiscal year were
$22,743,635.

           The aggregate market value of the voting stock held by non-affiliates
based upon the last sale price on April 30, 1999 was approximately $1,851,475.

         As of April 30, 1999 there were 18,004,770 shares of Common Stock, par
value $.01 per share, outstanding.




                                        1

<PAGE>



                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

All statements contained herein that are not historical facts including, but not
limited to, statements  regarding the future  development plans of Salex Holding
Corporation  (the  "Company" or the  Registrant)  and the  Company's  ability to
generate cash from its operations,  are based upon current  expectations.  These
statements  are  forward  looking  in nature  and  involve a number of risks and
uncertainties.  Actual  results may differ  materially.  Among the factors  that
could cause actual results to differ materially from the anticipated  results or
other expectations expressed in the Company's forward looking statements are the
following:   competition  in  the  automobile  asset  management  business,  the
inability of the Company to obtain additional financing and general business and
economic conditions.


         DESCRIPTION OF THE COMPANY

         CORPORATE FLEET PROGRAM
         -----------------------

         The  Company is in the  business of  automobile  asset  management  and
through such business manages, on a nationwide basis, the maintenance and repair
of fleets  of  automobiles  and small  trucks  which are owned and  operated  by
corporate customers (the "Corporate Fleet Program").  If a vehicle of one of the
Company's corporate customers needs repair, the Company directs the customers to
the most  conveniently  located  service  center that is part of its  nationwide
servicing network (the "Service  Network").  All of the service centers that are
part of the  Service  Network  are  independently  owned  or  affiliated  with a
national chain of repair centers, have been pre-screened and pre-approved by the
Company and are  reviewed by the Company  from time to time.  Before any work is
commenced by the service center on a vehicle referred to it by the Company,  the
service  center must contact the  Company's  certified  mechanics and other auto
specialists,  who are  located at its  Hauppauge  offices,  to  discuss  all the
proposed  necessary  repairs  and  the  proposed  cost  thereof.  The  Company's
specialists  negotiate  with the service  centers to ensure that the customer is
not overcharged or subjected to unnecessary  repairs.  The Company  monitors the
repairs,  if needed,  to assure on time  completion  of the work,  expedites the
delivery of needed parts when necessary and, in certain locations,  provides the
customer with access to a discount  rental car until the repairs are  completed.
Participation  in the Corporate Fleet Program  provides the corporate  customers
with quality and price control over all work  performed and provides the service
centers  with  reliable  levels of volume.  In exchange  for its  services,  the
Company receives a monthly management fee,  per-occurrence or monthly management
fee based on the number of vehicles in the fleet,  from the  corporate  customer
based on the number of  vehicles  registered  in the  program and a fee from the
Service Network of a percentage of the cost of repair and maintenance (including
both parts and labor) depending upon the type of service rendered.

         The Service Network
         -------------------

         The  Company  services  all of its  customers  through  its  nationwide
network of  pre-screened,  pre-approved  maintenance  and repair  centers.  Over
30,000  franchised and  independently  owned service centers are affiliated with
the Service  Network.  The service centers are located in all 50 states,  Canada
and Puerto Rico. The Service Network  includes  service centers  associated with
national  chains of auto repair  centers,  such as The Goodyear  Tire and Rubber
Company and Jiffy Lube, as well as smaller local  centers.  The Company  retains
complete  control  over which  repair  centers are  affiliated  with the Service
Network.  Generally,  the  Company's  written  affiliation  agreements  with the
service centers are terminable at will with short notice requirements,  and thus
any service  center  that fails to perform to the  Company's  standards  will be
terminated.  The Company has developed and  maintains  proprietary  software and
telecommunications  at its corporate  headquarters  in Hauppauge,  New York. The
database  allows  the  Company to (i) keep  track of the labor  rates,  areas of
specialty and hours of operation of each service center which helps the Company


                                        2

<PAGE>



direct  customers to appropriate  service centers and (ii)  communicate with the
service centers, enabling the Company to oversee and monitor the maintenance and
repair work  performed by the centers.  For the period ended April 30, 1999, net
revenues  from the  Company's  operation  of its  Corporate  Fleet  Program were
$22,013,584

         Guaranties
         ----------

         Most of the repair and maintenance  services  provided to the corporate
fleets are  guaranteed  against  defects in parts and  workmanship  for  certain
periods  of time  and/or  for a  certain  number  of  miles.  As  part of  their
affiliation  agreements  with the Company,  the individual  service  centers are
required to make such a guaranty to the Company. The Company, in turn, grants an
identical guaranty to its corporate customers.  If a vehicle has been improperly
repaired, the customer contacts the Company and the Company arranges to have the
appropriate  repairs done at no additional  cost to the customer  either through
the service  center that  originally  performed  the work,  or through a service
center  responsible  for the costs of rectifying any improper or faulty repairs.
The Company  coordinates the reimbursement of costs between service centers.  In
rare cases,  an improper repair is not covered by the Service  Network's  member
and the  Company  must pay for the  repairs to the  vehicle  from its own funds.
Historically, claims which are not covered by a Service Network member have been
insignificant.  If the vehicle is under a manufacturer's  warranty,  the Company
arranges for the repairs to be done by an authorized  dealer. The Company incurs
no costs  for work  performed  by an  authorized  dealer  that is  covered  by a
manufacturer's warranty.


         OTHER SERVICES PROVIDED BY THE COMPANY
         --------------------------------------

         In addition to the services provided under the Corporate Fleet Program,
the  Company  also  provides  its  customers  with other  services  relating  to
automobile repair, repossession and disposal.


         COMPUTERIZED AUCTION SYSTEM AND THE COLLATERAL DISPOSAL SERVICES
         ----------------------------------------------------------------

         The  Company  maintains  a  proprietary   computer  network  of  buyers
nationwide who submit bids on vehicles which according to the Company's  vehicle
condition reports,  are considered  demolished or clients do not wish to repair.
The Company  receives a fee from the  corporate  fleet or financial  institution
customer who wishes to dispose of the demolished  vehicle,  in addition to a fee
from the buyer upon its purchase of the demolished vehicle. The Company believes
that these  fees are  generally  lower than  traditional  auction  and  disposal
service  fees.  The Company has focused on selling its  customers'  salvaged and
demolished  vehicles.  In  addition,  the Company has begun to use its  disposal
services to sell non-salvage vehicles to auto wholesalers and retailers.

         The Collateral  Disposal Service is a vehicle disposal service that the
Company  provides to loan  servicing  companies  and lenders that assists  these
entities  in  the  repossession,  storage  and  auctioning  off  of  repossessed
automobiles.  The  Company  provides  the  proper  control,   documentation  and
conversion of vehicle  collateral into cash.  Under the program,  loan servicing
companies and lenders receive  significant  discounts on storage,  access to the
Computerized  Auction  System and  access to the  Company's  nationwide  vehicle
transport system.  These services enable loan servicing companies and lenders to
convert  repossessed  vehicles more quickly into cash and receive a higher price
for each vehicle than they are presently able to receive in the marketplace from
traditional services and auction companies.


                                        3

<PAGE>




         INSURANCE SUBROGATION
         ---------------------

         If one of the  Company's  customers  has a vehicle  that has been in an
accident, the Company offers to the customer its expertise and experience in the
area of insurance  subrogation  (i.e.,  making a determination  of fault and the
payment  of  damages  and  claims  based  upon  that  determination).  Insurance
subrogation   is  a  process  that  has  numerous   regulations   and  reporting
requirements  that  vary from  state to state.  Corporate  fleet  operators  and
financial  institutions  rarely  have the  expertise  or desire to perform  this
function.  The Company has the ability to perform these  services and it earns a
percentage  of the  amount  collected  from  third  parties  or their  insurance
companies. The Company generally retains a percentage of amounts collected, plus
expenses, as a fee for its subrogation services.

         RETAIL CUSTOMER AUTOCARE PLAN
         -----------------------------

         Through  its retail  customer  autocare  plan the  Company  extends its
current services to individual  automobile  owners. The services provided to the
customer and the economic  benefits to the Company are  essentially  the same as
those that are provided to its corporate  customers  under the  Corporate  Fleet
Program.  In  addition to the fees that the  Company  receives  from the service
centers,  the Company also charges its retail customers an annual membership fee
to enter the network,  depending upon the service option level that the customer
chooses.

         Unlike roadside  service clubs which only arrange for towing service in
the event of a  breakdown  or  collision,  the  Company  actually  monitors  and
negotiates  all  repairs  with the repair  centers in the Service  Network.  The
Company  believes  that its  retail  customers  are able to  receive  collision,
maintenance and repair services anywhere in the country for less than they would
pay if they were not members of the Company's Program.

         EXTENDED SERVICE CONTRACTS
         --------------------------

         In April 1996,  the Company  entered  into an agreement  with  Virginia
Surety, an insurance company specializing in the issuance of extended mechanical
service contract  agreements for automobiles and light trucks nationwide.  Under
the Agreement, the Company offers to corporate customers, financial institutions
and retail  customers  service  contracts  covering  mechanical  repairs for the
covered  vehicle for twelve to twenty-four  months.  In addition to the up-front
fees earned on the sale of the contracts,  the Company  generates  revenues from
the management of related repairs coordinated through the Service Network.

         CORPORATE CUSTOMER BASE
         -----------------------

         The  Company's  customers  include  corporations  that have  automobile
fleets, insurance companies, financial institutions and individuals that want to
take advantage of fleet pricing for automotive repair and vehicle disposal.  The
typical customer for our product is a company, which provides automobiles and or
trucks to  employees in the  ordinary  course of  business.  For the fiscal year
ended  April 30,  1999,  only one  customer  accounted  for more than 10% of the
Company's revenues.

         COMPETITION

         The Company believes the principal competitive factors in its corporate
fleet  business  are prices and service.  Key factors that have  resulted in the
present competitive position in this industry are use of technology and bundling
of services. This is especially present for those companies that use the funding
of leases and whose  primary  function  is to sell money to finance a  corporate
fleet. Collision and mechanical maintenance is more a sideline for these lenders
and not the primary product.  Companies such as PH&H Corp. and GE Capital bundle
the cost of these services into the lending rate.




                                        4

<PAGE>

         MANAGEMENT INFORMATION SYSTEMS

         The Salex  Response  System is software  developed by the Company which
offers  a full  range of  interactive  functions  for the  analysis  of  trends;
comparison to industry of fleet standards;  and  identification of opportunities
for future  improvement.  It presents various modifiable  systems,  which can be
tailored to meet the exact  current and future  requirements  of the  individual
fleet. Salex Response is available and operational on Windows 3.X, 95 and NT.

         Main Fleet Management Menu -- The Main Fleet Management menu allows the
fleet  administrator to design and print standard and customized  reports and to
display interactive graphics.

         Vehicle  Operations  Menu -- The Vehicle  Operations  Menu  tracks,  in
detail,  the vehicle from order status through  delivery for new acquisition and
provides a comprehensive fleet cycling and disposal capability.  In addition, it
monitors all of the operational aspects of fleet management,  including analysis
of operating, fixed and maintenance costs.

         Driver  Administration Menu -- The Driver  Administration Menu provides
the Company control over vehicle assignment and usage by individual  drivers. It
tracks  historical  assignment  of drivers to vehicles by date and mileage,  and
vehicle  assignment  by driver.  Personal  mileage and Fair Market  Value can be
detailed for personal tax liabilities.

         Safety Administration Menu -- The Safety Administration Menu audits any
accidents  that the  vehicle  or  driver  may have  been  involved  in,  and the
resulting  salvage or  subrogation  that may be realized.  It also  monitors any
formal training programs that the driver is enrolled in or has completed;  and a
history of parking violations and DMV reporting.

         Accident Menu -- The Accident Menu details every accident that involves
a company  vehicle.  It  describes  not only which  vehicle was  involved in the
accident,  but also who was  driving  at the time.  It details  the third  party
vehicle(s), who was at fault, what citations were issued, any injuries that were
sustained and their extent, and all witnesses.  Finally, it monitors the process
of subrogation or salvage and the cost of recovery  process.  Through  exception
reporting and live interactive graphics,  the system will allow our customers to
bench mark and project trends,  and to provide senior  management with unlimited
specialized analysis.

         MARKETING AND ADVERTISING

         Sales of the  Company's  vehicle  management  services  are made by the
Company's  sales  staff,  which  consists of eleven  full-time  salespeople  and
Salvatore Crimi, the Company's Chief Executive Officer and founder. Marketing is
presently  conducted through direct  solicitation,  which enables the Company to
deal  directly  with,  and be readily  accessible  to its major  customers.  New
marketing and  advertising  strategies and the addition of new personnel will be
necessary to accommodate the Company's  anticipated expansion plans. The Company
also markets its services  through labor  organizations,  credit card companies,
insurance companies, universities, credit unions and other associations.

         FEDERAL REGULATION

         The Federal Trade Commission, under the Magnuson-Moss Warranty Act, and
various state and local laws regulate the requirements and mechanics of consumer
product  warranties.  Since  the  Company  provides  products  and  services  to
consumers and guarantees work performed by the service centers, it is subject to
these  regulations in addition to other laws regarding  consumer  products.  The
Company believes that it is in compliance with all such laws and regulations.

         The  promulgation  of any  additional  laws  or  regulations  regarding
warranties or consumer  products  could have an adverse  effect on the Company's
business.  There can be no  assurance  that the Company will have the ability to
comply  with any such laws or  regulations.  The  failure  to  comply  with such
statutes  and  regulations  could  have a  materially  adverse  effect  upon the
Company.



                                        5

<PAGE>

         EMPLOYEES

         As of April  30,  1999,  the  Company  employed  60 full and  part-time
employees. Of the 60 employees, 5 are classified as executives,  11 as sales and
administrative  personnel,  35 as customer  service  personnel and 9 as clerical
personnel.  None  of  the  Company's  employees  is  represented  by  collective
bargaining  agreements.  The  Company  believes  that  its  relations  with  its
employees are good and has not  experienced  any  interruption of its operations
due to labor disagreements.



                                        6

<PAGE>



ITEM 2.  PROPERTIES

         The  Company  leases  its  executive  office,  which  is  comprised  of
approximately 12,000 square feet and located at 50 Laser Court,  Hauppauge,  New
York 11788, for $168,000.00 per year. See "Certain Transactions."







                                        7

<PAGE>



ITEM 3.  LEGAL PROCEEDINGS

         There are no  material  legal  proceedings  now  pending or  threatened
against the Company.


                                        8

<PAGE>



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

The Company held an Annual Meeting of  Shareholders  on March 30, 1999 for which
it solicited votes by proxy. The following is a brief description of the matters
voted upon at the meeting  and a  statement  of the number of votes cast for and
against, and the number of abstentions as to each matter.

1.       Election of Directors:
                                    For               Withheld        Against

         Salvatore Crimi            12,734,875        1,639,003       6,262,063
         Pershing Sun               12,734,875        1,639,003       6,262,063
         Angelo Crimi               12,734,875        1,639,003       6,262,063
         Franklin Pinter            12,734,875        1,639,003       6,262,063
         Francis Fitzpatrick        12,734,875        1,639,003       6,262,063
         Syd Mandelbaum             12,734,875        1,639,003       6,262,063


2.       To ratify the appointment of Feldman Sherb Ehrlich & Co., P.C., as the
         Company's independent Certified Public Accountants.

                                    For               Withheld        Against

                                    14,793,981        1,639,003       4,203,227







                                        9

<PAGE>



                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

         As of the date hereof, the Company has outstanding 18,004,770 shares of
its Common Stock $.01 par value ("Common Stock").  The Company's Common Stock is
traded on the OTC Bulletin  Board under the symbol  "SALX." The following  table
sets forth the high and low bid prices for the Common  Stock as  reported on the
OTC Bulletin  Board.  The high and low bid prices reflect  inter-dealer  prices,
without retail mark-up,  mark-down or commission,  and may not represent  actual
transactions.

                                    COMMON STOCK
                                    ------------

FISCAL 2000                         HIGH              LOW
-----------                         ----              ---
1st Quarter                         $0.340            $0.080
2nd Quarter                         $0.510            - - - -
3rd Quarter                         $0.156            $0. 062
4th Quarter                         $0.187            - - - -


FISCAL 1999                         HIGH              LOW
-----------                         ----              ---
1st Quarter                         $0.281            $0.187
2nd Quarter                         $0.125            $0.010
3rd Quarter                         $0.031            $0.013
4th Quarter                         $0.250            $0.020

         On April 30, 1999, there were 128 holders of record of the Company's
outstanding shares of Common Stock.

         On April 30, 1999, the last bid price of the Common Stock as reported
on the OTC Bulletin Board was $0.250

                                 DIVIDEND POLICY

         The Company has never paid or declared dividends on its Common Stock.
The payment of cash dividends, if any, in the future is within the discretion of
the Board of Directors and will depend upon the Company's earnings, its capital
requirements, financial condition and other relevant factors. The Company is
currently unable, due to its financial condition, to pay dividends to its
shareholders. Further, the Company intends, for the foreseeable future, to
retain future earnings, if any, for use in the Company's business.


                                       10

<PAGE>



ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

RESULTS OF OPERATIONS -- YEAR ENDED APRIL 30, 1999 VS. YEAR ENDED APRIL 30,1998

         Net sales  decreased  by $.5  million or 2.3% to $22.7  million for the
fiscal year ended April 30,  1999,  as compared to $23.3  million for the fiscal
year ended April 30, 1998.  This was the result of  decreases  in the  Company's
core operations (mechanical repairs, glass replacement and auto rentals) as well
as continued  growth in its insurance  subrogation  division and its MVR service
accounts.  This was  partially  offset by a reduction in the number of accidents
reported by our Corporate customers.

         The Company's  gross margin of 17.1% was 1.8  percentage  points higher
than the previous  year's level of 18.9%.  This  increase  was  attributable  to
increases  in those  areas  which  yield a  higher  gross  margin  than do other
segments of the Company's core business.  Such departments are subrogation,  MVR
reporting  and fees  charged  for  specialized  reports  available  to all fleet
customers.

         The selling,  general and  administrative  expenses for the fiscal year
ended April 30, 1999 of $4.1  million  were $.1 million  less than the  previous
year.

         There was no non-cash imputed compensation for the year ended April 30,
1999.

         Interest expense of $355,284 for year ended April 30, 1999, was $45,376
lower than the previous year. This 11.3% decrease was partially  attributable to
the interest  charged on a loan to a former officer of the Company,  the lack of
mortgage  payments,  the extinction of the Company's  obligations  under certain
leases and the decrease in the amount payable on a certain Note.

NET LOSS, LIQUIDITY AND CAPITAL RESOURCES

         Net cash flows provided by operating  activities  were $179,070 for the
year ended April 30, 1999, as compared to $522,928 used in the comparable  prior
period.  This change of $343,858  resulted  primarily  from  changes in accounts
receivable,  accrued expenses and accounts payable and the sale of the Company's
building.

         Net cash flows provided by investing activities were $1,080,287 for the
year ended April 30, 1999, as compared to $70,737 used in the  comparable  prior
period. This difference of $1,151,024 was primarily  attributable to a reduction
in capital  expenditures,  a decrease in security  deposits  and the sale of the
building.

         Net cash flows used in financing  activities  were  $1,266,346  for the
year ended April 30, 1999 as  compared  to $523,670  provided in the  comparable
prior  year.  This was  primarily  the  result of  retirement  of the  Company's
obligations under the mortgage and the repayment of notes payable


RESULTS OF OPERATIONS -- YEAR ENDED APRIL 30, 1998 VS. YEAR ENDED APRIL 30,1997

         Net sales increased by $.3 million or 1.3% to $23.27 million for the
fiscal year ended April 30, 1998, as compared to $22.96 million for the fiscal
year ended April 30, 1997. This was the result of increases in the Company's
core operations (mechanical repairs, glass replacement and auto rentals) as well
as continued growth in its insurance subrogation division and its MVR service
accounts. This was partially offset by a reduction in the number of accidents
reported by our Corporate customers.



                                       11

<PAGE>



         The Company's gross margin of 18.9% was .14 percentage points higher
than the previous year's level of 18.8%. This increase was attributable to
increases in those areas which yield a higher gross margin than that of other
segments of its core business. Such departments are subrogation, MVR reporting
and fees charged for specialized reports available to all fleet customers.

         The general and administrative expenses for the fiscal year ended April
30, 1998 of $4.5 million were $.51 million less than the previous year. This
10.16% decrease was attributable to a 29.9% reduction in the Company's
workforce. Such a reduction decreased salaries by more than $.582 million which
had a corresponding effect on most of the Company's other administrative
expenses.

         Non-cash imputed compensation of $.400 million for year ended April 30,
1998 was attributable to the value of Common Stock issued as compensation to
outside consultants. There was no comparable expense for the prior year.

         Interest expense of $400,660 for year ended April 30, 1998, was $21,004
higher than the previous year. This 5.5% increase was partially attributable to
the interest charged on a loan to a former officer of the Company.

NET LOSS, LIQUIDITY AND CAPITAL RESOURCES

         Net cash flows used in operating activities were $539,242 for the year
ended April 30, 1998, as compared to $57,194 for the comparable prior period.
This change of $482,048 resulted primarily from changes in accounts receivable,
accrued expenses, accounts payable and compensation relating to the issuance of
Common Stock to outside consultants.

         Net cash flows used in investing activities were $54,423 for the year
ended April 30, 1998, as compared to $105,346 for the comparable prior period.
This difference of $50,923 was primarily attributable to a reduction in capital
expenditures as well as a decrease in security deposits.

         Net cash flows provided by financing activities were $523,670 for the
year ended April 30, 1998 as compared to $213,955 for the comparable prior year.
This was primarily the result of an increase in the Bank overdraft, in addition
to increased borrowing from our finance company.

         The Company suffered a loss for the fiscal year ended April 30, 1998,
and had negative working capital. The Company has limited availability under its
existing credit facility and the Company will need additional capital to have
sufficient liquidity and to meet its working capital needs for the foreseeable
future.

         The Company sold its executive office and entered into a sale and
leaseback arrangement. This transaction resulted in $253,400 of additional
working capital.




                                       12

<PAGE>



ITEM 7.  FINANCIAL STATEMENTS


                           SALEX HOLDINGS CORPORATION
                                AND SUBSIDIARIES


                        CONSOLIDATED FINANCIAL STATEMENTS


                       YEARS ENDED APRIL 30, 1999 AND 1998






<PAGE>






                           SALEX HOLDINGS CORPORATION
                                AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANICIAL STATEMENTS






                                                                       Page

Independent Auditor' Report                                             F-2

Consolidated Balance Sheet
    April, 1999                                                         F-3

Consolidated financial statements for two years
        ended April 30, 1999
    Statements of Operations                                            F-4
    Statements of Stockholder's deficit                                 F-5
    Statements of Cash flows                                            F-6

Notes to Consolidated Financial Statements                              F-7-15





<PAGE>


                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------



To the Board of Directors and Stockholders
of Salex Holdings Corporation

We have audited the accompanying consolidated balance sheets of Salex Holdings
Corporation and Subsidiaries as of April 30, 1999 and the related consolidated
statements of operations, stockholders' deficit and cash flows for each of the
two years in the period ended April 30, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Salex Holdings
Corporation as of April 30, 1999 and the results of their operations and their
cash flows for each of the two years in the period ended April 30, 1999, in
conformity with generally accepted accounting principles.




                                          /s/ Feldman Sherb Horowitz & Co., P.C.
                                          --------------------------------------
                                          Feldman Sherb Horowitz & Co., P.C.
                                          Certified Public Accountants
New York, New York
August 18, 1999





                                       F-2










<TABLE>
<CAPTION>
                           SALEX HOLDINGS CORPORATION
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 April 30, 1999


                                     ASSETS
                                     ------
CURRENT ASSTS:
<S>                                                                             <C>
                        Cash                                                    $    48,785
                        Accounts receivable, net of allowance of $95,000          3,423,461
                        Prepaid expenses and other current assets                    14,278
                                                                                -----------
                                Total current assets                              3,486,524
                                                                                -----------
PROPERTY AND EQUIPMENT, net
                                                                                     99,059

OTHER ASSETS:
                        Goodwill, net                                             1,015,625
                        Noncompetition and consulting agreement, net                 16,667
                        Other assets                                                 73,321
                                                                                -----------
                                                                                  1,105,613
                                                                                -----------
                                                                                $ 4,691,196
                                                                                ===========

                     LIABILITIES AND STOCKHOLDERS' DEFICIT
                     -------------------------------------

CURRENT LIABILITIES:

                        Overdraft                                               $   935,505
                        Accounts payable                                          4,557,712
                        Note payable - finance company                            1,312,608
                        Accrued expenses and other current liabilities              211,423
                        Current portion of long-term debt                           201,645
                                                                                -----------
                                Total current liabilities                         7,218,893
                                                                                -----------
LONG-TERM DEBT                                                                      348,424

DEFERRED INCOME TAXES                                                                10,000






STOCKHOLDERS' DEFICIT:  Preferred stock-series A, $.01 par value -
                                shares authorized 20,000, issued and
                                outstanding 1,625 (liquidation preference
                                $100 per share)                                     110,608
                        Preferred stock-series C, $.01 par value -
                                shares authorized, issued and outstanding
                                25,000                                                  250
                        Common stock, $.01 par value -
                                shares authorized 39,000,000,
                                issued and outstanding, 18,004,770                 180,048
                        Additional paid-in capital                                4,559,527
                        Accumulated deficit and proprietor's capital
                                deficiency                                       (7,236,554)
                        Less : Note receivable                                     (500,000)
                                                                                -----------
                          Total stockholders' deficit                            (2,886,121)

</TABLE>


                                                   F-3


<PAGE>

<TABLE>
<CAPTION>



                           SALEX HOLDINGS CORPORATION
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS



                                                       Years ended April 30,
                                                  -----------------------------
                                                       1999            1998
                                                  ------------    ------------

<S>                                                <C>             <C>
Net sales                                          $ 22,743,635    $ 23,272,987
Cost of sales                                        18,860,017      18,866,443
                                                   ------------    ------------
Gross profit                                          3,883,618       4,406,544
Selling, general and administrative expenses          4,138,408       4,170,708
Depreciation and amortization                           297,146         338,841
Non-cash imputed compensation                              --           400,000
                                                   ------------    ------------
Loss from operations                                   (551,936)       (503,005)
Interest expense, net                                   355,284         400,660
Loss on sale of building                                311,408            --
Other income                                            (89,377)       (162,125)
                                                   ------------    ------------
Loss before income taxes                             (1,129,251)       (741,540)
Income taxes                                              4,491           2,718
                                                   ------------    ------------
Net loss                                           $ (1,133,742)   $   (744,258)
                                                   ============    ============
Basic loss per share of common stock               $      (0.08)   $      (0.06)
                                                   ============    ============

Weighted average common shares outstanding           13,908,880      13,004,770
                                                   ============    ============

</TABLE>






                 See notes to consolidated financial statements



                                       F-4



<PAGE>
<TABLE>
<CAPTION>


                           SALEX HOLDINGS CORPORATION
                                AND SUBSIDIARIES
                       STATEMENT OF STOCKHOLDERS' DEFICIT



                                                Preferred Stock                 Preferred Stock              Preferred Stock
                                              Series A ($.01 par)              Series B ($.01 par)          Series C ($.01 par)
                                             --------------------             --------------------          ------------------

<S>                                           <C>       <C>                  <C>      <C>                  <C>      <C>
Balance, April 30, 1997                        10,625    $   737,387          1,000    $        10           --     $      --

   Conversion of Series A preferred
   stock to common stock                       (9,000)      (626,779)          --             --             --            --

   Conversion of Series B preferred
   stock to common stock                         --             --           (1,000)           (10)          --            --

   Issuance of series C preferred stock          --             --             --             --            25,000           250

   Net loss                                      --             --             --             --             --            --

                                          -----------    -----------    -----------    -----------    -----------   -----------
Balance, April 30, 1998                         1,625        110,608           --             --           25,000           250

   Issuance of common stock                      --             --             --             --             --            --

   Net loss                                      --             --             --             --             --            --

                                          -----------    -----------    -----------    -----------    -----------   -----------
Balance, April 30, 1999                         1,625    $   110,608           --      $      --           25,000   $       250
                                          ===========    ===========    ===========    ===========    ===========   ===========


                                                                    Additional
                                               Common Stock          Paid-In    (Accumulated      Note
                                                ($.01 par)           Capital      deficit)      Receivable     Total
                                          -----------------------  ----------   ------------    ----------   ------------


Balance, April 30, 1997                     9,187,260   $  91,873  $3,501,163    $(5,358,554)   $(500,000)   $(1,528,121)

   Conversion of Series A preferred
   stock to common stock                    1,758,404      17,584     609,195           --           --             --

   Conversion of Series B preferred
   stock to common stock                    2,059,106      20,591     (20,581)          --           --             --

   Issuance of series C preferred stock          --          --       424,750           --           --          425,000

   Net loss                                      --          --         --          (744,258)        --         (744,258)

                                          -----------   ---------  ----------    -----------    ---------    -----------
Balance, April 30, 1998                    13,004,770     130,048   4,514,527     (6,102,812)    (500,000)    (1,847,379)

   Issuance of common stock                 5,000,000      50,000    45,000           --           --           95,000

   Net loss                                      --          --       --          (1,133,742)        --       (1,133,742)

                                          -----------   ---------  ----------    -----------    ---------    -----------
Balance, April 30, 1999                    18,004,770   $ 180,048  $4,559,527    $(7,236,554)   $(500,000)   $(2,886,121)
                                          ===========   =========  ==========    ===========    =========    ===========


</TABLE>






                 See notes to consolidated financial statements



                                       F-5




<PAGE>



<TABLE>
<CAPTION>




                            SALEX HOLDING CORPORATION
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                               Years ended April 30,
                                                                            --------------------------
                                                                                 1999          1998
                                                                            -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                         <C>            <C>
    Net loss                                                                $(1,133,742)   $  (744,258)
    Adjustments to reconcile net loss to net cash
       provided by (used in) operating activities:
          Depreciation and amortization                                         297,146        338,841
          Provision for doubtful accounts                                          --           50,000
          Loss on sale of building                                              311,408           --
          Compensation related to sale of shares                                   --          400,000
    Changes in assets and liabilities:
          (Increase) decrease in accounts receivable                            (75,957)        54,085
          Decrease(increase) in prepaid expenses and other current assets        83,546        (20,561)
          Increase (decrease) in accounts payable                               963,252       (567,095)
          Decrease in accrued expenses and other current liabilities           (225,583)       (50,254)
    Decrease (Increase) in other assets                                         (41,000)        16,314
                                                                            -----------    -----------
Net cash provided by (used in) operating activities                             179,070       (522,928)
                                                                            -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures, net                                                   (10,414)       (15,651)
    Proceeds from sale of building                                            1,090,701           --
    Loan to officer, net of repayments                                             --          (55,086)
                                                                            -----------    -----------
Net cash used in investing activities                                         1,080,287        (70,737)
                                                                            -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Change in bank overdraft                                                     79,140        385,129
    Net proceeds from (repayments of) note payable-
       finance company                                                         (415,686)       444,595
    Principal payments on long-term debt                                       (228,618)      (197,635)
    Payments on capital leases obligations                                      (27,978)       (61,419)
    Payments on mortgage obligation                                                --          (72,000)
    Retirement of mortgage obligation                                          (768,204)          --
    Net proceeds from issuance of preferred stock                                  --           25,000
    Net proceeds from issuance of common stock                                   95,000           --
                                                                            -----------    -----------
Net cash provided by (used in) financing activities                          (1,266,346)       523,670
                                                                            -----------    -----------

Net decrease in cash                                                             (6,989)       (69,995)

Cash, at beginning of year                                                       55,774        125,769

                                                                            -----------    -----------
Cash, at end of year                                                        $    48,785    $    55,774
                                                                            ===========    ===========

SUPPLEMENTARY CASH FLOW DISCLOSURE

       Interest paid                                                        $   355,284    $   402,293
                                                                            ===========    ===========
       Taxes paid                                                           $     4,491    $     2,718
                                                                            ===========    ===========


</TABLE>







                 See notes to consolidated financial statements



                                       F-6

<PAGE>


                           SALEX HOLDINGS CORPORATION

                    NOTES TO COSOLIDATED FINANCIAL STATEMENTS


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         ------------------------------------------
         a.       Description of Business

                  Salex Holdings Corp. (the "Company") operates in the
                  automobile asset management industry. Through the Company's
                  "Corporate Fleet Program" it manages, on a nationwide basis,
                  the maintenance and repair of fleets of automobiles which are
                  owned and operated by corporate customers. The Company
                  maintains a nationwide "Service Network" of over 30,000
                  independently owned pre-screened and pre-approved maintenance
                  and repair centers. The Company receives a monthly management
                  fee from its corporate customers as well as fees from its
                  service network. Other services of the Company include the
                  Collision Management Program, the Computerized Auction System
                  and Collateral Service Shield and the Insurance Subrogation
                  Program.

         b.       Basis of Presentation and Principles of Combination and
                  Consolidation

                  Pursuant to the merger agreement dated September 19, 1996
                  Salex Industries, Inc. ("SII") a wholly - owned subsidiary of
                  Synergistic Holdings Corp. was merged with and into Salex
                  Holding Corporation (Salex) whereby all of the shares of
                  common stock of Salex held by the Company were canceled and
                  all of the 4,503,000 shares of common stock owned by the Salex
                  Stockholders were converted into (a) 4,003,165 shares of
                  common stock, par value $.01 per share and (b) 1,000 shares of
                  Series B Convertible Preferred Stock.

                  Immediately after the closing, the Company, pursuant to a
                  Stock and Asset Purchase Agreement with Dickinson Holding
                  Corporation ("Dickinson"), a Delaware corporation, sold ( the
                  "Divestiture") all of the outstanding shares of its
                  subsidiary, Dickinson & Co., Inc. ("DCI"), a registered
                  broker/dealer and its investment in Electronic Designs, Inc.
                  ("EDI"). As consideration for the stock and assets that were
                  transferred in connection with the divestiture, Dickinson
                  transferred to the Company 750,000 shares of its Synergistic
                  Common Stock and a $500,000 promissory note secured by 250,000
                  shares of its Synergistic Common Stock pursuant to a Pledge
                  Agreement between Dickinson and the Company.

                  Because the Company's only asset after the Divestiture was its
                  investment in Salex and its collateralized promissory note
                  from Dickinson., the Company was deemed to be in substance a
                  "shell" at the Closing of the merger. The SEC believes that
                  shells are not businesses and therefore, cannot
                  initiate business combinations. For accounting purposes the
                  SEC views the transaction as an equity transaction by the
                  private operating company ("Salex") rather than as an
                  acquisition of Salex by the Company. The SEC requires that the
                  net assets of the public shell be recorded at carryover basis
                  in which no goodwill arises on the transaction. Accordingly
                  the merger transaction has been accounted


                                       F-7

<PAGE>

                  for as a recapitalization of Salex (stock split, distribution
                  of preferred stock, and treasury stock purchase) followed by
                  an issuance of common stock by Salex in exchange for treasury
                  stock and Synergistic's note receivable from Dickinson. The
                  note receivable, which is collateralized by Salex stock, has
                  been recorded as a reduction of additional paid- in capital.

         c.       Property, Equipment and Depreciation

                  Property and equipment are stated at cost. Depreciation and
                  amortization are provided on either the straight-line basis or
                  accelerated methods over the estimated useful lives of the
                  assets.

         d.       Taxes on Income

                  Income taxes are accounted for under the asset and liability
                  method. Deferred tax assets and liabilities are recognized for
                  the future tax consequences attributable to differences
                  between the financial statement carrying amounts of existing
                  assets and liabilities and their respective tax bases
                  (temporary differences) and operating loss and tax credit
                  carry forwards. These temporary differences arise primarily
                  from the allowance for doubtful accounts provision and
                  differences in depreciation methods between the financial
                  statements and the depreciation utilized on the Company tax
                  returns. Deferred tax assets and liabilities are measured
                  using enacted tax rates expected to apply to taxable income in
                  the years in which those temporary differences are expected to
                  be recovered or settled. The effect on deferred tax assets and
                  liabilities of a change in tax rates is recognized in income
                  in the period that includes the enactment date. A valuation
                  allowance has been provided to reduce the deferred tax assets
                  to a level that will be realized.

         e.       Use of Estimates

                  In preparing financial statements in conformity with generally
                  accepted accounting principles, management is required to make
                  estimates and assumptions that affect the reported amounts of
                  assets and liabilities and the disclosure of contingent assets
                  and liabilities at the date of the financial statements and
                  revenues and expenses during the reporting period. Actual
                  results could differ from those estimates.

         f.       Revenue Recognition

                  The Company's principal revenues are derived from billings for
                  repairs and maintenance for vehicles covered in its fleet
                  management program. Revenues are recorded when the services
                  have been rendered.

         g.       Goodwill

                  The excess of cost over fair value of net assets acquired is
                  being amortized on the straight-line method over a twenty year
                  period. Amortization of goodwill for each of the years ended
                  April 30, 1999 and 1998 amounted to $97,500.

                                       F-8

<PAGE>


                  The Company's operational policy for the assessment and
                  measurement of any impairment in the value of excess of cost
                  over fair value of net assets acquired which is other than
                  temporary is to evaluate the recoverability and remaining life
                  of its goodwill and determine whether the goodwill should be
                  completely or partially written-off or the amortization period
                  accelerated. The Company will recognize an impairment of
                  goodwill if undiscounted estimated future operating cash flow
                  of the Company is determined to be less than the carrying
                  amount of goodwill. If the Company determines that goodwill
                  has been impaired, the measurement of the impairment will be
                  equal to the excess of the carrying amount of the goodwill
                  over the amount of the discounted estimated operating cash
                  flow using the Company's average cost of funds. If an
                  impairment of goodwill were to occur, the Company would
                  reflect the impairment through a reduction in the carrying
                  value of goodwill. The assessment of the recoverability of
                  goodwill will be impacted if estimated future operating cash
                  flows are not achieved.

         h.       Noncompetition and Consulting Agreements

                  Amortization is provided over the three to five year
                  contractual lives of the agreements. Amortization of the
                  agreements were $70,000 and $100,000 for the year ended April
                  30, 1999 and 1998, respectively.

         i.       Fair Value of Financial Instruments

                  The carrying amounts of certain financial instruments,
                  including cash, accounts receivable and payable, and
                  short-term debt, approximated fair value as of April 30, 1999.
                  The carrying value of long-term debt, including the current
                  portion, approximated fair value as of April 30, 1999, based
                  on the borrowing rates currently available to the Company for
                  bank loans with similar terms and maturities.

         j.       Stock-Based Compensation

                  In October 1995, the Financial Accounting Standards Board
                  issued Statement No.123, "Accounting for Stock-Based
                  Compensation," which is effective for transactions entered
                  into after December 31, 1995. Statement No.123 establishes a
                  fair value method of accounting for stock-based compensation,
                  through either recognition or disclosure. The Company adopted
                  the employee stock-based compensation disclosure - only
                  provisions of Statement No. 123 in fiscal 1997 by disclosing
                  the pro forma net income amounts assuming the fair value
                  method was adopted May 1, 1996. The adoption of Statement No.
                  123 did not impact the Company's results of operations,
                  financial position or cash flows.

         k.       Earnings Per Share

                  The Company has adopted the provisions of Financial Accounting
                  Standard No. 128, "EARNINGS PER SHARE", which became effective
                  for financial statements for fiscal years ending after
                  December 15, 1997.


                                       F-9

<PAGE>

                  Basic earnings per share are based on the weighted average
                  number of common and common equivalent shares outstanding. The
                  diluted calculation when applicable takes into account the
                  shares that may be issued upon exercise of stock options and
                  warrants, reduced by the shares repurchased with the funds
                  received from their exercise.

         l.       Concentration of Credit Risk

                  Financial instruments, which potentially subject the Company
                  to concentrations of credit risk consist principally of trade
                  accounts receivable. The Company's largest customer accounts
                  for approximately 15% of accounts receivable at April 30,
                  1999. The Company establishes an allowance for doubtful
                  accounts based upon factors surrounding the credit risk of
                  specific customers, historical trends and other information.


2.       PROPERTY AND EQUIPMENT

                  Property, plant and equipment consists of the following at
                  April 30, 1999:

                    Furniture & Fixtures                            $ 1,429,474
                    Vehicles                                             91,404
                    Leasehold improvements                               21,920
                                                                    ------------
                                                                      1,542,798
                    Less accumulated depreciation                     1,443,739
                                                                    ------------
                                                                      $  99,059
                                                                    ============


3.       NOTE PAYABLE - FINANCE COMPANY
         ------------------------------
         The Company has a $2,250,000 revolving credit agreement with a finance
         company, which renews annually on January 1. Interest on borrowings are
         at prime plus 2% or 10.25% at April 30, 1999 and April 30, 1998.
         Borrowings are collateralized by substantially all of the Company's
         assets not otherwise encumbered and are personally guaranteed by the
         Company's principal stockholder.


4.       LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS
         --------------------------------------------
         Long-term debt and capital lease obligations consist of the following
         at April 30, 1999:






                                      F-10

<PAGE>



         Consulting and noncompetition agreement
         with varying monthly payments and
         interest rate of 15% per annum maturing
         in 2000.                                          $ 23,285

         Capital lease obligations with varying
         monthly payments and interest rates
         ranging from 15 % to 17 % per annum
         maturing 1998 through 2000; secured by
         interests in computer equipment.                     5,120

         Buy out agreement payable maturing in
         1999.                                                  545


         Note payable in quarterly installments of
         $55,086 including interest at 11%.                 521,119
                                                           --------
                                                            550,069
         Less: Current maturities of long-term
         debt and capital lease obligations                 201,645
                                                           --------
                                                           $348,424
                                                           ========

The following is a schedule by years of future minimum lease payments under
capital lease, together with the present value of the net minimum lease payments
as of April 30, 1999:

                  YEAR ENDING APRIL 30, 2000

                  Total minimum lease payments                         $   5,120
                  Less: amount representing interest                         100
                                                                       ---------
                  Present value of net minimum lease payment           $   5,020
                                                                       =========

The following is a schedule of long-term debt maturities (including capital
lease obligations) as of April 30, 1999:

                  YEAR ENDING APRIL 30,
                              2000                                 $201,645
                              2001 and thereafter                   348,424
                                                                   --------
                                                                   $550,069
                                                                   ========


5.       MAJOR CUSTOMERS
         ---------------
         For the year ended April 30, 1999, one customer accounted for 14% of
         net sales.



                                      F-11



<PAGE>


6.       EMPLOYMENT AGREEMENTS
         ---------------------

         Upon termination of the Company's previous employment agreement, the
         Company entered into new employment agreements with five officers and
         employees which provide for automatic annual renewals and no fixed
         salary. Current annual salary levels under each of these agreements
         are $75,000.


7.       RETIREMENT PLANS
         ----------------
         The Company has a 401(K) plan for eligible salaried employees. The
         contribution for any participant may not exceed statutory limits.
         During fiscal years ended April 30, 1996 the Company matched each
         employee participant's contributions up to the first 6% of
         compensation. No matching contributions were recorded for the year
         ended April 30, 1999 and 1998.


8.       TAXES ON INCOME

         The provisions for taxes on income in the consolidated statements of
         operations consist of the following:

                                                         Years Ended April 30,
                                                    -------------------------
                                                      1999             1998
                                                    ---------       ---------
Current:
   Federal                                            $    -        $      -
   State                                               4,491           2,718
                                                    ---------       ---------
      Total current                                    4,491           2,718
Deferred:
   Federal                                                 -               -
   State                                                   -               -
                                                    ---------       ---------
      Total deferred                                       -               -
                                                    ---------       ---------
      Total taxes on income (recoveries)              $4,491          $2,718
                                                    =========       =========

Significant components of the Company's deferred tax assets and liabilities are
as follows:



                                      F-12

<PAGE>


<TABLE>
<CAPTION>



                                                              Years Ended April 30,
                                                           ------------    -----------
       Deferred Tax Assets:

<S>                                                            <C>            <C>
          Receivable reserve                                   $39,000        $75,000
          Net operating loss carryforwards                   1,148,000        954,000
                                                           ------------    -----------
             Total deferred tax asset                        1,187,000      1,029,000
          Valuation allowance for deferred tax assets       (1,187,000)    (1,029,000)

                                                           ------------    -----------
             Net deferred tax asset                           $  --          $  --

                                                           ============    ===========
       Deferred tax liability:
          Depreciation                                         $10,000        $10,000
                                                           ------------    -----------
             Non-current deferred income tax liability         $10,000        $10,000
                                                           ============    ===========

</TABLE>


The provision for taxes on income (loss) before taxes differs from the amounts
computed applying Federal statutory rates due to the following:

                                                           Years Ended April 30,
                                                               1999        1998
                                                           ---------    --------
       Provision for Federal income taxes at the
        Statutory rate                                        (34%)       (34%)
       State taxes, net of Federal tax benefit                  (6)         (6)
       Non-deductible expenses                                  20           5
       Valuation allowance for deferred tax assets              20          35
                                                           ---------    --------
       Provision for taxes on income                            0%          0%
                                                           =========    ========



         As of April 30, 1999, the Company has net operating loss carryforwards
         for federal income tax purposes of approximately $2,800,000, expiring
         in the year 2014.

         The Company has established valuation allowances equal to its deferred
         tax assets because of the uncertainty as to their future utilization.




                                      F-13

<PAGE>


9.       STOCKHOLDERS' EQUITY
         --------------------
         In February 1999, the Company issued 2,500,000 shares each to two
         officers, respectively, in lieu of salaries owed.

         In January 1998, the Company amended its Certificate of Incorporation
         to increase the authorized common stock to 39,000,000 shares and the
         preferred stock authority to 1,000,000 shares.

10.      STOCK BASED COMPENSATION
         ------------------------
         The following table summarizes the changes in options and warrants
outstanding and the related price range for shares of the Company's common
stock.


STOCK OPTIONS AND WARRANTS
--------------------------
                                               Options        Warrants    Price

 Outstanding at April 30, 1994                 247,000         173,500

         Granted                                  --              --

         Exercised                                --              --

         Expired                               (67,000)        (57,832)

         Retired                                  --              --
                                            ----------      ----------
Outstanding at April 30, 1995                  180,000         115,668

         Granted                                58,300                     $2.00

         Granted                                 --            625,000     $2.00

         Exercised                                --              --

         Expired                               (66,000)        115,668

         Retired                                  --              --
                                            ----------      ----------

Outstanding at April 30, 1996:                 172,300         625,000


         Granted                             1,129,333              $1.00 - 2.12

         Granted                                  --         1,062,500     $4.75

         Exercised                                --              --

         Expired                              (500,000)           --

         Retired                                  --              --
                                            ----------      ----------

Outstanding at April 30, 1997,
        1998 and 1999                          801,633       1,687,500
                                            ----------      ----------

                                       F-14

<PAGE>



         The Company accounts for its stock option plans in accordance with the
         provisions of Accounting Principles Board (APB) Opinion No. 25,
         "Accounting for Stock Issued to Employees", and related
         interpretations. As such, compensation would be recorded on the date of
         grant only if the current market price of the underlying stock exceeded
         the exercise price. The Company has adopted the disclosure only
         provisions of SFAS 123 "Accounting for Stock Based Compensation".
         Accordingly, no compensation cost has been recognized for the plan. Had
         compensation cost for the Company's option plans been determined based
         on fair value at the grant date for the awards consistent with the
         provisions of SFAS 123, the Company's net loss and net loss per share
         would have not been effected for the fiscal year ended April 30, 1999.


         The fair value of each option grant is estimated based on the date of
         grant using the Black - Scholes option pricing model with the following
         assumptions used for grants: No dividend yield; expected volatility of
         .87%; risk free interest rate of 6%; and expected lives of 3 years.


11.      CONSULTING AGREEMENT
         --------------------
         In May 1997, the Company entered into a consulting agreement with
         Meadows Management ("Meadows") for a two year period at $2,000 per
         week. In addition to the fee arrangement, Meadows received 25,000
         shares of Series C Preferred Stock for $1.00 per share, each of which
         are convertible into 100 shares of common stock. The Company attributed
         a value of $425,000 to the stock, with the excess of $400,000 over the
         amount paid recorded as prepaid compensation. Subsequently, in December
         1997, the Company terminated the arrangement because of its belief of
         non performance by Meadows. Any remaining prepaid compensation related
         to the stock was written off to expense upon termination. The Company
         has been attempting to get the stock back from Meadows.


12.      SALE OF BUILDING
         ----------------
         On December 23, 1998, the Company entered into a real estate purchase
         agreement ("Purchase Agreement") by and among the Company, Salvatore
         Crimi and Sun Associates, LLC ("Sun"), a company controlled by Betty
         Sun, (as record title holder) who is the wife of Pershing Sun a
         director of the Registrant. The Company has agreed to sell the property
         for $1,100,000. A portion of the proceeds was used to pay the mortgage
         securing the property. The balance was used for working capital.
         Simultaneously with this sale the Company and Sun entered into a lease
         agreement (the "Lease Agreement") pursuant to which Sun leased the
         property to the Company. The annual basic rent for the period December
         31, 1998 ending December 31, 1999 is $168,000. Annual rent increases
         wll not be greater than $8,985 per year. The Company has a repurchase
         option (the "Option") to repurchase the property up to June 23, 1999
         for $1,155,000 net of Sun Associates' transaction costs, based on the
         Company being in compliance with certain covenants. The Option provides
         that if Sun Associates sells the property prior to December 31, 1999,
         50% of the profits go to the Company based on the Company being in
         compliance with certain covenants.

                                      F-15







<PAGE>



ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         The Company has had no changes in or disagreements with its
Accountants.


                                       13

<PAGE>



                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT

The Officers and Directors of the Company, and certain further information
concerning them, is set forth below:


NAME                            AGE        POSITION

Salvatore Crimi                 74        Chairman and Chief Executive Officer
Pershing Sun                    56        President and Director
Angelo Crimi                    47        Secretary and Director
Franklin Pinter                 49        Director
Syd Mandelbaum                  49        Director
Francis Fitzpatrick             58        Director


         Salvatore  Crimi has served as the  Chairman of the Board of  Directors
and Chief  Executive  Officer of the Company since  September 1996. From 1974 to
1996 Mr.  Crimi served as Chairman of the Board and Chief  Executive  Officer of
Salex Fleet  Specialists,  a corporate  entity  separate and  distinct  from the
Company (the "Prior  Company").  He is the father of Angelo Crimi,  Secretary of
the Company.

         Pershing  Sun  has  served  as a  Director  of the  Company  and  Chief
Information  Officer of the Company since September 18, 1996. In March 1998, Mr.
Sun was  appointed  President of the Company.  From  September  1996 until March
1998, Mr. Sun served as Senior Vice President of the Company.  From 1991 to 1996
Mr. Sun served as Chief Information Officer of the Prior Company.

         Angelo  Crimi has served as Secretary  of the Company  since  September
1996.  From September 1996 until March 1998. Mr. Crimi was Vice President of the
Company and from September 1996 until June 1998, Mr. Crimi was a Director of the
Company.  From 1995 to September  1996 Mr Crimi served as President of the Prior
Company.  From  September1994  to September  1995, Mr. Crimi served as the Prior
Company's Executive Vice President. Mr. Crimi is the son of Salvatore Crimi. Mr.
Crimi graduated from SUNY in 1973.

         Franklin  T.  Pinter  has  served as a Director  of the  Company  since
January  1997.  From 1984 to the  present  Mr.  Pinter has served as a Financial
Consultant and Estate Planner with the firms of Merrill Lynch and Arnone,  Lowth
& Fanning.

         Francis  Fitzpatrick  has served as a  Director  of the  Company  since
September  1996. Mr.  Fitzpatrick  has served as a Vice President of Fitzpatrick
Brothers Corporation, an auto collision repair facility, since 1982.

         Syd  Mandelbaum  has served as a Director of the Company since December
1997. Mr.  Mandelbaum has been an account executive for Toshiba American Medical
Systems  since  1997.  From 1993 to 1997 Mr.  Mandelbaum  served as a laser flow
cytometry  specialist  with  the  Coulter  Corporation.  Form  1990 to 1993  Mr.
Mandelbaum  was  a  Vice  President  of  Cell  Measurement  Systems  for  Imager
Instrumentation.


                                       14

<PAGE>



ITEM 10. EXECUTIVE COMPENSATION
<TABLE>
<CAPTION>


                           SUMMARY COMPENSATION TABLE


                                 ANNUAL COMPENSATION ($)              LONG TERM COMPENSATION
                                 -----------------------              ----------------------
                                                                              AWARDS
                                                                              ------
Name and                                             Other Annual
PRINCIPAL POSITION            YEAR       SALARY      COMPENSATION     RESTRICTED STOCK AWARDS ($)
------------------            ----       ------      ------------     ---------------------------
<S>                           <C>        <C>            <C>                     <C>
SALVATORE CRIMI               1999       75,000         10,072(2)
Chairman, CEO and President   1998      140,000(1)      10,072(2)               47,500(7)
PERSHING SUN President and    1999       75,000          8,449(4)
Director                      1998      120,000(3)       8,449(4)               47,500(7)
ANGELO CRIMI                  1999       75,000         11,477(6)
Secretary and Director        1998      100,000(5)      11,477(6)

<FN>

(1) Includes $47,946 representing accrued but unpaid salary.  SEE Note (7).

(2) Includes $6,110 representing car and commuting allowance and $3,962
representing the value of certain health insurance benefits provided by the
Company.

(3) Includes $34,615 representing accrued but unpaid salary. SEE Note (7).

(4) Includes $4,207 representing car and commuting allowances and $4,242
representing the value of certain health insurance benefits provided by the
Company.

(5) Includes $21,154 representing accrued but unpaid salary.

(6) Includes $5,212 representing car and commuting allowances and $6,264
representing the value of certain health insurance benefits provided by the
Company.

(7) Pursuant to the Settlement Agreement dated January 11, 1999 as filed on Form
8-K on February 18, 1999, Messrs. Crimi and Sun each accepted 2,500,000 shares
of the Company's Common Stock (the "Shares") in lieu of accrues but unpaid
salary. The shares were valued at $0.019, $0.001 less than the closing price of
the Shares on the day awarded.
</FN>
</TABLE>


All options issued by the Company have expired without being exercised.





                                       15

<PAGE>



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table sets forth  certain  information  as of April 30,
1999, with respect to each beneficial  owner of five percent (5%) or more of the
outstanding  shares of  Common  Stock of the  Company  or  holders  of shares of
Preferred Stock  convertible into such shares of Common Stock,  each officer and
director  of the Company  and all  officers  and  directors  as a group.  Unless
otherwise indicated,  the address of each such person or entity is c/o the Salex
Holding Corporation, 50 Laser Court, Happauge, New York 11788.(1)

<TABLE>
<CAPTION>


                                                     NUMBER OF SHARES OF     PERCENTAGE OF TOTAL SHARES OF
                                                OUTSTANDING COMMON STOCK          OUTSTANDING COMMON STOCK
                                                ------------------------          ------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER              BENEFICIALLY OWNED (1)                BENEFICIALLY OWNED
------------------------------------              ----------------------                ------------------
<S>                                                    <C>                                   <C>
Salvatore Crimi Family Limited Partnership             1,077,796                             6.00%
Meadows Management. LLC                                1,250,000(3)(4)                       6.50%
    1500 Hempstead Turnpike
    East Meadow, NY 11554
Dr. Robert Cohen                                       1,250,000(3)(4)(5)                    6.50%
    1500 Hempstead Turnpike
    East Meadow, NY 11554
Dr. Alan Cohen                                         1,250,000(3)(4)(6)                    6.50%
    1500 Hempstead Turnpike
    East Meadow, NY 11554
Eleanor Cohen                                             84,656                              .01%
    Maple Avenue, Box 608
    Woodridge, NY 12789
Guardian Angel Management, Ltd.                        1,250,000(3)(4)(7)                    6.50%
    147 Redpoll Circle
    North Hills, Ny 11577
Jonathan Pratt                                         1,250,000(3)(4)(8)                    6.50%
    147 Redpoll Circle
    North Hills, Ny 11577
Salvatore Crimi                                        3,199,295                            17.77%
Susan Tauss-Giovinco                                     313,974                             1.74%
Pershing Sun                                           3,347,729                            18.59%
Michael Sun                                              478,809                             2.66%
Jennifer Sun                                             478,810                             2.66%
Franklin Pinter                                          100,000                             0.56%
Francis Fitzpatrick                                       53,376                             0.30%
Harrison Fitzpatrick                                      53,376                             0.30%
Dickinson Holding Corporation                            210,029                             1.17%
    c/o Synergistic Holdings Corp.
    405 6th Avenue
    PO BOX 9111
    Des Moines, IA 50305
Angelo Crimi                                               - - -                             - - -
Syd Mandelbaum                                             - - -                             - - -
All directors and executive officers as a              7,778,196                            43.20%
group (6 entities listed)
<FN>

(1) Beneficial ownership is determined in accordance with the rules of the SEC.
In computing the number of shares beneficially owned by a person and the
percentage of ownership of that person, shares of Common Stock subject to
options or preferred stock held by that person that are currently exercisable or
convertible


                                       16

<PAGE>



Within 60 days of April 30, 1999 are deemed outstanding. To the Company's
knowledge, except as set forth in the footnotes to this table and subject to
applicable community property laws, each person named in the table has sole
voting and investment power with respect to the shares set forth opposite such
person's name.

(2) In calculating the percent of the outstanding shares of Common Stock, all
shares issuable on conversion of preferred stock held by the particular
beneficial owner that are included in the column to the left of this column are
deemed to be outstanding.

(3) Represents shares of Common Stock to be acquired upon the conversion of
12,500 shares of Series C Preferred Stock.

(4) At the annual meeting of shareholders, Meadows Management, LLC ("Meadows"),
of which Dr. Robert Cohen and Dr. Alan Cohen are managing members, and Guardian
Angel Management, Ltd ("Guardian Angel"), of which Jonathan Pratt is the sole
shareholder, intend to vote together on all matters presented as such meeting.
In the aggregate this group beneficially owns 2,500,000 shares.

(5) This amount includes all of the shares beneficially owned by Meadows. Dr.
Robert Cohen, a managing member of Meadows, has shared voting power and shared
investment power. Dr. Robert Cohen disclaims beneficial ownership of such
shares.

(6) This amount includes all of the shares beneficially owned by meadows. Dr.
Alan cohen, a managing member of meadows, has shared voting power and shared
investment power. Dr. Alan Cohen disclaims beneficial ownership of such shares.

(7) The Company intends to challenge the validity of the transfer of 12,500
shares of Series C Preferred Stock from Meadows to Guardian Angel of which
Jonathan Pratt is the sole shareholder

(8) This amount includes all of the shares beneficially owned by Guardian Angel.
Jonathan Pratt disclaims beneficial ownership of such shares.
</FN>
</TABLE>

         These tables are based upon  information  supplied by schedules 13d and
13g, if any,  filed with the  Securities  and Exchange  Commission  (the "SEC").
Unless  otherwise  indicated  in the  footnotes  to the table and subject to the
community property laws where applicable, each of the shareholders named in this
table has sole voting and  investment  power with respect to the shares shown as
beneficially  owned by him.  Applicable  percentage of ownership is based on the
18,004,770 shares of Common Stock outstanding on April 30, 1999.


                                       17

<PAGE>



ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


         No transactions  between  related parties  occurred during Fiscal 1999,
nor was there a change in any of the relationships  that prevailed during Fiscal
1998.

         On November 12, 1998, the Registrant and Betty Sun agreed to enter into
a new consulting  agreement whereby Betty Sun shall serve as a consultant to the
Registrant  for a term of one year  (which term is deemed to have  commenced  on
June 20, 1998). Ms. Sun shall be compensated for her services at the annual rate
of  $75,000,  payable in biweekly  installments,  except that the portion of Ms.
Sun's  compensation  which relates to the services rendered by Ms. Sun from June
20, 1998 to the date of the  Cancellation  Agreement  is payable to Ms. Sun in a
single cash payment.

         On September 18, 1996, the Company retired  1,453,600  shares of Common
Stock  purchased  by  the  Company  from  Mr.  Crimi  for a  purchase  price  of
$2,000,000. As payment for this obligation,  the Company and Mr. Crimi agreed to
offset the amount owed Mr. Crimi  against  certain  loans made by the Company to
Mr. Crimi totaling $1,004,212.  In addition,  the Company assumed a note payable
(the "Note") by Mr. Crimi to a former  shareholder  of the Company in the amount
of $995,788. The Note bears interest at the rate of 10.5% per annum. Payments of
$55,086  (representing  principal  plus  accrued  interest)  are  payable  on  a
quarterly  basis.  Mr. Crimi is the Chairman of the Board of Directors and Chief
Executive Officer of the Company.  As of April 30, 1999, the outstanding  amount
owed under the Note is $521,119.


Sale of Registrant's Executive Offices

         On  December  23,  1998,  the  Registrant  entered  into a real  estate
purchase agreement ("Purchase Agreement") by and among the Registrant, Salvatore
Crimi and Sun Associates,  LLC ("Sun  Associates"),  a limited liability company
controlled  by Betty Sun, (as record title  holder) who is the wife of Perishing
Sun,  a  director  of the  Registrant.  Pursuant  to the  terms of the  Purchase
Agreement,  the Registrant and Salvatore  Crimi agreed to sell to Sun Associates
certain  property  located  in  Hauppauge  New York which is  improved  with the
Registrant's  executive offices containing  approximately  12,000 square feet of
space and a surface  parking lot (the  "Property").  The purchase  price for the
Property was $1,100,000. Mr. Crimi was not personally entitled to any portion of
the  proceeds  for  the  sale  of the  Property  and was  only  involved  in the
transaction to the extent that certain title issues required his involvement. Of
the  proceeds  received  by the  Registrant,  $782,325.74  was  used  to pay the
mortgage securing the Property. The balance of the proceeds was used for working
capital by the  Registrant.  Simultaneously  with the sale of the Property,  the
Registrant  and Sun  Associates  entered  into a  lease  agreement  (the  "Lease
Agreement")  pursuant  to  which  Sun  Associates  leased  the  property  to the
Registrant.  Under the lease  agreement,  the annual basic rent for the Property
during the period  commencing  December 31, 1998 and ending on December 31, 1999
is  $168,000.  Such annual basic rent  increases,  by an amount not greater than
$8,985 during each year of the term of the Lease Agreement. As part of the Lease
Agreement,  the Registrant and Sun Associates  entered into a repurchase  option
agreement  (the "Option  Agreement")  which  provides  that the  Registrant  may
repurchase  the property at any time prior to June 23, 1999 at a purchase  price
of  $1,155,000,  net of Sun  Associates'  transaction  costs,  provided that the
Registrant  is not in default  under the Lease  Agreement.  The Lease  Agreement
further provides that if Sun Associates sells the Property prior to the December
31,  1999 then 50% of the  profits  resulting  from the sale will be paid to the
Registrant  provided  that the  Registrant  is not in  default  under  the Lease
Agreement. Neither of the provisions contained in the Option Agreement occurred.



                                       18

<PAGE>



ITEM 13.     EXHIBITS, LIST AND REPORTS ON FORM 8-K

         The Company filed an 8-K with the  Securities  and Exchange  Commission
(the "SEC") on February  18,  1999,  which is hereby  incorporated  by reference
pursuant  to Rule  12-b-23,  (a)  (3)(i)  and  need as such  not be  filed as an
exhibit, responding as it did to Part III, Item 12, of Regulation KSB.

Financial Data Schedule to be provided by Feldman Sherb Horowitz and Co. PC





                                       19

<PAGE>



                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf of the undersigned thereunto duly authorized.


                                             SALEX HOLDING CORPORATION

                                                /s/ Salvatore Crimi
                                               ------------------------
                                                  Salvatore Crimi
                                        Chairman of the Board of Directors
                                            and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.


    Signatures                              Title                        Date
    ----------                              -----                        ----

/s/ Salvatore Crimi            Chairman of the Board of            April 4, 2000
 -----------------------       Directors and Chief
Salvatore Crimi                Executive Officer


/s/Regina Auletta              Chief Financial Officer             April 4, 2000
  ----------------------
Regina Auletta


/s/Angelo Crimi                Secretary and Director              April 4, 2000
 -----------------------
Angelo Crimi


/s/ Franklin Pinter            Director                            April 4, 2000
 -----------------------
Franklin Pinter


/s/ Francis Fitzpatrick        Director                            April 4, 2000
 -----------------------
Francis Fitzpatrick


/s/ Syd Mandelbaum             Director                            April 4, 2000
-----------------------
 Syd Mandelbaum


                                       20