SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

For the fiscal year ended April 30, 1999.

Commission File Number 333-61629

                               THE ARIELLE CORP.
                 ----------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

       Delaware                                       11-3456837
------------------------                      --------------------------
(State of Incorporation)                      (IRS Identification Number)

26 Aerie Court, North Hills, New York                    11030
---------------------------------------------         --------------
(Address of principal executive offices)               (Zip Code)

                                 (516) 621-8286
                ------------------------------------------------
                (Issuer's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  None


         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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
   -----     ----


<PAGE>



         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.

         State issuer's revenues for its most recent fiscal year.   0

         The aggregate market value of the voting stock held by non-affiliates
of the registrant is $10.

         As of April 30, 1999 there were 400,000 shares of the issuer's common
stock, $.0001 par value per share, issued and outstanding.



<PAGE>



                               THE ARIELLE CORP.
                                     10-KSB
                                April 30, 1999

                                     PART I


Item 1.  DESCRIPTION OF BUSINESS

         THE ARIELLE CORP. was organized under the laws of the State of Delaware
on October 6, 2000. Arielle was formed as a vehicle to pursue a Business
Combination. Since inception, the primary activity of Arielle has been directed
to organizational efforts, obtaining initial financing, and efforts intended to
identify possible Business Combinations.

         Arielle's initial public offering comprised 100,000 shares of common
stock at a purchase price of $.35 per share.

         Arielle was organized for the purposes of creating a corporate vehicle
to seek, investigate and, if such investigation warrants, engaging in business
combinations presented to it by persons or firms who or which desire to employ
Arielle's funds in their business or to seek the perceived advantages of
publicly-held corporation. Arielle's principal business objective is to seek
long-term growth potential in a business combination venture rather than to seek
immediate, short-term earnings. Arielle has not restricted its search to any
specific business, industry or geographical location.

         Arielle has 18 months from its date of effectiveness (October 5, 2000)
to consummate a business combination, including the filing of a post-effective
amendment and shareholder reconfirmation offering. If a consummated business
combination has not occurred by the date 18 months after the effective date of
the initial registration statement, the funds held in escrow shall be returned
by first class mail to the purchasers within five (5) business days following
that date.






                                      -2-
<PAGE>


         Arielle does not currently engage in any business activities which
provide any cash flow. The costs of identifying, investigating, and analyzing
merger candidates are being paid with money in Arielle's treasury. Persons who
purchased shares in Arielle's initial public offering and other shareholders
have not had much opportunity to participate in any of these decisions.
Arielle's proposed business is sometimes referred to as a "blank check" company
because investors entrust their investment monies to Arielle's management before
they have a chance to analyze any ultimate use to which their money may be put.
Substantially all of Arielle's initial public offering are intended to be
utilized generally to effect a business combination. Rule 419 states that
prospective investors who invest in Arielle will have an opportunity to evaluate
the specific merits or risks of only the business combination management decides
to enter into.

         Although Arielle is subject to regulation under the Securities Act of
1933 and the Securities Exchange Act of 1934, management believes Arielle is not
subject to regulation under the Investment Company Act of 1940. The regulatory
scope of the Investment Company Act of 1940, as amended, was enacted principally
for the purpose of regulatory vehicles for pooled investments in securities,
extends generally to companies primarily in the business of investing,
reinvesting, owning, holding or trading securities. The Investment Company Act
may, however, also be deemed to be applicable to a company which does not intend
to be characterized as an investment company but which, nevertheless, engages in
activities which may be deemed to be within the definition of the scope of
certain provisions of the Investment Company Act. Arielle believes that its
principle activities will not subject it to regulation under the Investment
Company Act. Nevertheless, there can be no assurances that Arielle will not be
deemed to be an Investment Company. In the event Arielle is deemed to be an
Investment Company, Arielle may be subject to certain restrictions relating to
Arielle's activities, including restrictions on the nature of its investments
and the issuance of securities. Arielle has obtained no formal determination
from the Securities and Exchange Commission as to the status of Arielle under
the Investment Company Act of 1940.


                                      -3-
<PAGE>


         Arielle presently has no employees.

         On February 4, 2000, Arielle entered into an acquisition agreement with
Method Products Corp., a Florida corporation. Pursuant to this agreement, 100%
of MPC shall be merged into Arielle on the effective date of the merger with
Arielle as the surviving entity. Thus, all MPC shareholders shall become
shareholders of Arielle as a result of the merger.

             MPC is a multi-service business communications systems company
specializing in the custom design, installation and service of total
communications network systems for businesses, with a focus on businesses
located in South Florida. MPC is involved with computer telephone integration,
fiber optic cabling and video conferencing, among other network systems.

           Since 1990, MPC has operated as a full service communications systems
provider offering businesses a single source for services and equipment required
for communications systems. MPC's goal is to provide "one stop shopping" for its
clients telecommunications needs. MPC is an authorized dealers for Fujitsu,
Niksuko America, Panasonic and Sony corporation among others.

           The executive offices of MPC are located at 1301 West Copans Road,
Suite F-1, Pompano Beach, Florida 33064.

         Arielle believes it has structured the merger in such a manner as to
minimize federal and state tax consequences to Arielle and any target company.

Item 2.  PROPERTIES

         Arielle is presently using the offices of Mr. David Kass, President of
Arielle as its office. Mr. Kass does not charge Arielle for this service. Such
arrangement is expected to continue until a business combination is effected,
including effectiveness of a post-effective amendment and shareholder
reconfirmation.

         Arielle currently owns no equipment, and does not intend to own any
prior to engaging in a business combination.

Item 3.  LEGAL PROCEEDINGS

         Arielle is not presently a party to any litigation, nor, to the
knowledge of management, is any litigation threatened against Arielle which may
materially affect Arielle.

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

         There were no shareholders meetings in the fourth quarter of this
fiscal year.


                                      -4-
<PAGE>


Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS

         There is no established public trading market for Arielle's common
shares. As of April 30, 1999, there were 400,000 shares of common stock
outstanding. The par value per share is $.0001. Arielle has not paid any
dividends on its common stock in the past, nor does it foresee paying dividends
in the near future. Pursuant to its initial public offering, Arielle offered
100,000 shares of common stock at $.35 per share.

Item 6.  PLAN OF OPERATION

         Arielle does not currently engage in any business activities which
provide any cash flow. The costs of identifying, investigating, and analyzing
business combinations are being paid with money in Arielle's treasury, and not
with proceeds received from Arielle's initial public offering.

         Arielle may seek a business combination in the form of firms which have
recently commenced operations, are developing companies in need of additional
funds for expansion into new products or markets, are seeking to develop a new
product or service, or are established businesses which may be experiencing
financial or operating difficulties and are in need of additional capital. A
business combination may involve the acquisition of, or merger with, a company
which does not need substantial additional capital but which desires to
establish a public trading market for its shares, while avoiding what it may
deem to be adverse consequences of undertaking a public offering itself, such as
time delays, significant expense, loss of voting control and compliance with
various Federal and State securities laws.

         Arielle will not acquire a target business unless the fair value of the
target business represents 80% of the maximum offering proceeds. To determine
the fair market value of a target business, Arielle's management will examine
the certified financial statements (including balance sheets and statements of
cash flow and stockholders' equity) of any candidate and will participate in a
personal inspection of any potential target business.


                                      -5-
<PAGE>


         Based upon management's experience with and knowledge of blank check
companies, the probable desire on the part of the owners of target businesses to
assume voting control over Arielle (to avoid tax consequences or to have
complete authority to manage the business) will almost assure that Arielle will
combine with just one target business. Management also anticipates that upon
consummation of a business combination, there will be a change in control in
Arielle which will most likely result in the resignation or removal of Arielle's
present officers and directors.

         On February 4, 2000, Arielle entered into a merger agreement with
Method Products Corp., a Florida corporation. Pursuant to this agreement, MPC
shall be merged into Arielle, with Arielle as the surviving entity. Thus, all
MPC shareholders shall become shareholders of Arielle as a result of the merger.


         MPC is a multi-service business communications systems company
specializing in the custom design, installation and service of total
communications network systems for businesses, with a focus on businesses
located in South Florida. MPC is involved with computer telephone integration,
fiber optic cabling and video conferencing, among other network systems.

           Since 1990, MPC has operated as a full service communications systems
provider offering businesses a single source for services and equipment required
for communications systems. MPC's goal is to provide "one stop shopping" for its
clients telecommunications needs. MPC is an authorized dealers for Fujitsu,
Niksuko America, Panasonic and Sony corporation among others.

     Pursuant to the merger agreement, MPC will be merged into Arielle.
Consummation of the merger is conditioned upon, among other things,
reconfirmation by holders of least 80% of the shares owned by the Rule 419
investors. Upon consummation of the merger, Arielle shall issue 5,335,000 shares
of the merged entity (representing 89.6%) to former MPC shareholders in
proportion to their holdings of MPC. Current Arielle shareholders shall retain
their 500,000 shares in Arielle, which amount represents 8.4% of the merged
entity. Additionally, Schonfeld & Weinstein, L.L.P. shall be issued 156,000
shares representing 2% of the merged entity. The shareholders of MPC have agreed
to place 595,500 of their shares in escrow to be released when MPC achieves
sales of a minimum of $5,000,000 in the first fiscal year following the merger.
In the event such sales are not achieved, the 595,5000 escrowed shares shall be
returned to the company's treasury. MPC will merge into Arielle with Arielle as
the surviving entity. The merger is intended to be consummated in such a manner
as to be tax-free to all parties involved under Internal Revenue Code Section
368(a)(1)(A).

Arielle filed a post effective amendment to its registration statement on Form
SB-2 on June 12, 2000. This amendment contained information regarding MPC
including audited financial statements of MPC and its subsidiaries.



                                      -6-
<PAGE>


         Investors should note that any merger or acquisition effected by
Arielle, including the merger with MPC can be expected to have a significant
dilutive effect on the percentage of shares held by Arielle's then-shareholders,
including purchasers in this offering. On the consummation of a business
combination, the target business will have significantly more assets than
Arielle; therefore, management plans to offer a controlling interest in Arielle
to the target business.

         Arielle and MPC have attempted to structure the acquisition in a
so-called "tax-free" reorganization under Sections 368(a)(1) or 351 of the
Internal Revenue Code of 1954, as amended (the "Code"). In order to obtain
tax-free treatment under the Code, it may be necessary for the owners of the
acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of Arielle would retain less than 20% of
the issued and outstanding shares of the surviving entity, which would be likely
to result in significant dilution in the equity of such shareholders. Pursuant
to the merger agreement with MPC, Arielle shareholders and their assignees shall
retain 6% of the surviving entity. In addition, a majority of all of Arielle's
directors and officers may, as part of the terms of the acquisition transaction,
resign as directors and officers.

         Management anticipates that it may be able to effect only one potential
business combination, due primarily to Arielle's limited financing. As a result,
Arielle will not be able to offset potential losses from one venture against
gains from another.

         The analysis of business combinations has been undertaken by the
officers and directors of Arielle, none of whom is a professional business
analyst. In analyzing prospective business combinations, management considered
such matters as the available technical, financial, and managerial resources;
working capital and other financial requirements; prospects for the future;
nature of present and expected competition; the quality and experience of
management services which may be available and the depth of that management; the
potential for growth or expansion; the potential for profit; the perceived
public recognition or acceptance or products; name identification; and other
relevant factors.

         Management has not actively negotiated or otherwise consented to the
purchase of any portion of their common stock as a condition to or in connection
with the proposed merger with MPC.


                                      -7-
<PAGE>


         The securities to be issued in the merger with MPC shall be issued in
reliance on exemptions from registration under applicable federal and state
securities laws.

         The terms of the merger were based upon the respective needs and
desires of Arielle and MPC and the relative negotiating strength of Arielle and
such other management.

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

         Arielle does not intend to raise any additional capital prior to
consummation of a business combination within the next twelve months.


                                      -8-
<PAGE>


                               THE ARIELLE CORP.

                         ( A development stage company)




INDEX TO FINANCIAL STATEMENTS



                                                                       Page

REPORT OF INDEPENDENT AUDITORS                                         F-2

FINANCIAL STATEMENTS

         Balance Sheets                                                F-3

         Statements of Operations                                      F-4

         Statement of Changes
         in Stockholder's Equity                                       F-5

         Statements of Cash Flows                                      F-6

         NOTES TO FINANCIAL STATEMENTS                     F-7 Through F-9





                                       F-1
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS



To the Stockholders of
The Arielle Corp.

We have audited the accompanying balance sheets of The Arielle Corp. (the
"Company"), a development stage company, as of April 30, 1999 and April 30,
1998, and the related statements of operations, changes in stockholders' equity,
and cash flows for the periods May 1, 1998 through April 30, 1999 and October 6,
1997 (date of incorporation) through April 30, 1998. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Arielle Corp. as of April
30, 1999 and April 30, 1998, and the related statements of operations, changes
in stockholders' equity, and cash flows for the periods May 1, 1998 through
April 30, 1999 and October 6, 1997 (date of incorporation) through April 30,
1998, in conformity with generally accepted accounting principles.



                                               ---------------------------------
                                               AHEARN, JASCO + COMPANY, P.A.
                                               Certified Public Accountants

Pompano Beach, Florida
May 2, 2000


                                      F-2


<PAGE>
<TABLE>
<CAPTION>


                                THE ARIELLE CORP.
                          (A development stage company)
                                 BALANCE SHEETS
                             APRIL 30, 1999 and 1998
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------







                                                                            1999         1998
                                                                          ---------    --------

                                     ASSETS
                                     ------

<S>                                                                        <C>         <C>
CURRENT ASSET - Cash and cash equivalents                                  $  1,442    $  2,642

OTHER ASSETS                                                                   --           316

DEFERRED OFFERING COSTS                                                      15,535      15,000
                                                                           --------    --------

          TOTAL                                                            $ 16,977    $ 17,958
                                                                           ========    ========




                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

ACCRUED EXPENSES                                                           $  3,444    $    100
                                                                           --------    --------

STOCKHOLDERS' EQUITY:
   Common stock, $.0001 par value; 20,000,000 shares
    authorized; shares issued and outstanding
   500,000 in 2000 and 400,000 in 1999                                           40          40
   Additional paid-in capital                                                19,960      19,960
   Deficit accumulated during the development stage                          (6,467)     (2,142)
                                                                           --------    --------

          STOCKHOLDERS' EQUITY, NET                                          13,533      17,858
                                                                           --------    --------

          TOTAL                                                            $ 16,977    $ 17,958
                                                                           ========    ========


</TABLE>






                       See notes to financial statements.

                                       F-3

<PAGE>

<TABLE>
<CAPTION>


                                THE ARIELLE CORP.
                          (A development stage company)
                            STATEMENTS OF OPERATIONS
                  FOR THE PERIODS ENDED APRIL 30, 1999 & 1998,
                      AND FROM INCEPTION TO APRIL 30, 1999
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------







                                                                From         From
                                                              Inception    Inception
                                                Year ended     Through      Through
                                                 04/30/99      04/30/98     04/30/99
                                               -----------   -----------  -----------


<S>                                             <C>          <C>          <C>
REVENUE, interest income                        $    --      $    --      $  --

GENERAL AND ADMINISTRATIVE EXPENSES                 4,325        2,142      6,467
                                                ---------    ---------    -------

          LOSS BEFORE INCOME TAX PROVISION         (4,325)      (2,142)    (6,467)

PROVISION FOR INCOME TAXES                           --           --         --
                                                ---------    ---------    -------

          NET LOSS                              $  (4,325)   $  (2,142)   $(6,467)
                                                =========    =========    =======



PER SHARE AMOUNTS - basic and diluted:
   Net loss per weighted average common share   $ (0.0108)   $(0.0054)
                                                =========    ========


WEIGHTED AVERAGE COMMON
   SHARES OUTSTANDING                             400,000     400,000
                                                =========    ========


</TABLE>











                       See notes to financial statements.

                                       F-4


<PAGE>
<TABLE>
<CAPTION>

                                THE ARIELLE CORP.
                          (A development stage company)
                            STATEMENTS OF CASH FLOWS
                  FOR THE PERIODS ENDED APRIL 30, 1999 & 1998,
                      AND FROM INCEPTION TO APRIL 30, 1999
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------



                                                                 From        From
                                                               Inception   Inception
                                                  Year ended    Through     Through
                                                   04/30/99    04/30/98    04/30/99
                                                  ----------  ----------   ---------


CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                 <C>        <C>         <C>
   Net loss                                         $(4,325)   $ (2,142)   $ (6,467)
   Items not affecting cash flow from operations:
     Accrued expenses                                 3,344         100       3,444
     Other                                              316          42         358
                                                    -------    --------    --------

          NET CASH USED IN OPERATING ACTIVITIES        (665)     (2,000)     (2,665)
                                                    -------    --------    --------

CASH FLOWS FROM INVESTING ACTIVITY:
   Deferred offering costs incurred                    (535)    (15,000)    (15,535)
   Other                                               --          (358)       (358)
                                                    -------    --------    --------

CASH USED IN INVESTING ACTIVITIES                      (535)    (15,358)    (15,893)
                                                    -------    --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Sales of common stock                               --        20,000      20,000
   Increase in restricted cash                         --          --          --
                                                    -------    --------    --------

CASH USED IN FINANCING ACTIVITIES                      --        20,000      20,000
                                                    -------    --------    --------

          NET INCREASE (DECREASE) IN CASH AND
           CASH EQUIVALENTS                          (1,200)      2,642       1,442

CASH AND CASH EQUIVALENTS, beginning of period        2,642        --          --
                                                    -------    --------    --------

CASH AND CASH EQUIVALENTS, end of period            $ 1,442    $  2,642    $  1,442
                                                    =======    ========    ========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid for interest                           $  --      $   --      $   --
                                                    =======    ========    ========
   Cash paid for income taxes                       $  --      $   --      $   --
                                                    =======    ========    ========

</TABLE>




                       See notes to financial statements.

                                       F-5

<PAGE>

<TABLE>
<CAPTION>



                                THE ARIELLE CORP.
                          (A development stage company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                  FOR THE PERIODS ENDED APRIL 30, 1999 & 1998,
                      AND FROM INCEPTION TO APRIL 30, 1999
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                          Common  Additional     Deficit  Total
                                          Stock    Paid-in    Accumulated
                                                   Capital     during the
                                                               Development
                                                                Stage
                                          --------------------------------------

<S>                                        <C>   <C>       <C>        <C>
STOCKHOLDERS' EQUITY, October 6, 1997       $--   $  --     $  --      $   --

Sale of 400,000 shares of common stock       40    19,960      --        20,000

Net loss for the year ended
   April 30, 1998                            --      --      (2,142)     (2,142)
                                            ---   -------   -------    --------

STOCKHOLDERS' EQUITY, April 30, 1998         40    19,960    (2,142)     17,858

Net loss for the year ended
   April 30, 1999                            --      --      (4,325)     (4,325)
                                            ---   -------   -------    --------

STOCKHOLDERS' EQUITY, April 30, 2000        $40   $19,960   $(6,467)   $ 13,533
                                            ===   =======   =======    ========


                       See notes to financial statements.


                                      F-6


<PAGE>






                                THE ARIELLE CORP.
                          (A development stage company)
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE PERIOD MAY 1, 1998 THROUGH APRIL 30, 1999 AND
    THE PERIOD OCTOBER 6, 1997 (date of incorporation) THROUGH APRIL 30, 1998

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




NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

               The Arielle Corp., a development stage company, was organized in
      Delaware on October 6, 1997 as a "blank check" company which plans to look
      for a suitable business to merge with or acquire. Operations since
      incorporation have consisted primarily of obtaining the first capital
      contribution by the insiders and coordination activities regarding the SEC
      registration of the company.
               The preparation of financial statements in conformity with
      generally accepted accounting principles requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the
      date of the financial statements and the reported amounts of revenues and
      expenses during the reporting period. Actual results could differ from
      those estimates.



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      DEFERRED OFFERING COSTS
               Deferred offering costs, which were being incurred in
      anticipation of the Company filing a Rule 419 registration statement, were
      deferred until the registration was effective on April 5, 1999.

      ORGANIZATION COSTS
               Organization costs were originally being amortized over a period
      of 60 months. Accumulated amortization as of April 30, 1998 was $42. In
      accordance with SOP 98-5 as issued by the AICPA, the balance of
      organization costs were expensed in October 1998. The cumulative effect of
      a change in accounting method disclosure is not presented as it is
      immaterial.

      INCOME TAXES
               The Company accounts for income taxes in accordance with the
      Statement of Financial Accounting Standards No. 109, "Accounting for
      Income Taxes," which requires the recognition of deferred tax liabilities
      and assets at currently enacted tax rates for the expected future tax
      consequences of events that have been included in the financial statements
      or tax returns. A valuation allowance is recognized to reduce the net
      deferred tax asset to an amount that is more likely than not to be
      realized. The tax provision shown on the accompanying statement of
      operations is zero since the deferred tax asset generated from the net
      operating loss is offset in its entirety by a valuation allowance. State
      minimum taxes are expensed as incurred.

      CASH AND CASH EQUIVALENTS
               Cash and cash equivalents, if any, include all highly liquid debt
      instruments with an original maturity of three months or less at the date
      of purchase.

      FAIR VALUE OF FINANCIAL INSTRUMENTS
               Cash, accounts payable and other current liabilities are recorded
      in the financial statements at cost, which approximates fair market value
      because of the short-term maturity of those instruments.


                                      F-7

<PAGE>




                                THE ARIELLE CORP.
                          (A development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                       FOR THE PERIOD MAY 1, 1998 THROUGH
                APRIL 30, 1999 AND FOR THE PERIOD OCTOBER 6, 1997
                 (date of incorporation) THROUGH APRIL 30, 1998

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



NOTE 3 - STOCKHOLDER'S EQUITY

               The company was duly organized under the laws of the State of
      Delaware. The company has authorized 20,000,000 shares of common stock at
      $.0001 par value. Through April 30, 1999, the company has raised $20,000
      through a subscription agreement and $35,000 in connection with a Rule 419
      offering (see Note 4 below).



NOTE 4 - RULE 419 REQUIREMENTS

               Rule 419 requires that offering proceeds after deduction for
      underwriting commissions, underwriting expenses and deal allowances issued
      be deposited into an escrow or trust account (the "Deposited Funds" and
      "Deposited Securities", respectively) governed by an agreement which
      contains certain terms and provisions specified by the Rule. Under Rule
      419, the Deposited Funds and Deposited Securities will be released to the
      company and to the investors, respectively, only after the company has met
      the following three basic conditions. First, the company must execute an
      agreement(s) for an acquisition(s) meeting certain prescribed criteria.
      Second, the company must file a post-effective amendment to the
      registration statement which includes the terms of a reconfirmation offer
      that must contain conditions prescribed by the rules. The post-effective
      amendment must also contain information regarding the acquisition
      candidate(s) and its business(es), including audited financial statements.
      The agreement(s) must include, as a condition precedent to their
      consummation, a requirement that the number of investors representing 80%
      of the maximum proceeds must elect to reconfirm their investments. Third,
      the company must conduct the reconfirmation offer and satisfy all of the
      prescribed conditions, including the condition that investors representing
      80% of the Deposited Funds must elect to remain investors. The
      post-effective amendment must also include the terms of the reconfirmation
      offer mandated by Rule 419. The reconfirmation offer must include certain
      prescribed conditions which must be satisfied before the Deposited Funds
      and Deposited Securities can be released from escrow. After the company
      submits a signed representation to the escrow agent that the requirements
      of Rule 419 have been met and after the acquisition(s) is consummated, the
      escrow agent can release the Deposited Funds and Deposited Securities.
      Investors who do not reconfirm their investments will receive the return
      of a pro-rata portion thereof; and in the event investors representing
      less than 80% of the Deposited Funds reconfirm their investments, the
      Deposited Funds will be returned to the investors on a pro-rata basis.



NOTE 5 - LOSS PER COMMON SHARE

               Net loss per common share outstanding, as shown on the statement
      of operations, is based on the number of common shares outstanding at each
      balance sheet date. Weighted average shares outstanding was not computed
      since it would not be meaningful in the circumstances, as all shares
      issued during the period from incorporation through April 30, 1999 were
      for initial capital and were issued to just four individuals. Therefore,
      the total shares outstanding at the end of each period was deemed to be
      the most relevant number of shares to use for purposes of this disclosure.


                                      F-8


<PAGE>




                                THE ARIELLE CORP.
                          (A development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                       FOR THE PERIOD MAY 1, 1998 THROUGH
                APRIL 30, 1999 AND FOR THE PERIOD OCTOBER 6, 1997
                 (date of incorporation) THROUGH APRIL 30, 1998

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




NOTE 5 - LOSS PER COMMON SHARE (continued)

               For future periods, the Company will utilize the treasury stock
      method for computing earnings per share, and will compute a weighted
      average number of shares outstanding once additional shares of stock are
      issued to new shareholders. Under the treasury stock method, the dilutive
      effect of outstanding stock options and other convertible securities for
      determining primary earnings per share is computed using the average
      market price during the fiscal period, whereas the dilutive effect of
      outstanding stock options and convertible securities for determining fully
      diluted earnings per share is computed using the market price as of the
      end of the fiscal period, if greater than the average market price.



NOTE 6 - RELATED PARTY TRANSACTIONS

      Transactions with Shareholders
               During 1998, the company advanced $15,000 to the law firm of
      Schonfeld & Weinstein, LLP, who is also a shareholder of the company, for
      legal fees to complete its SEC registration. These fees were recorded as
      deferred offering costs (see Note 2).

      Office Facilities
               Office space is provided by an officer of the Company at no
charge.





                                       F-9



<PAGE>

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

Not Applicable.

                                    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 Arielle, and further information
concerning them are as follows:



Name                               Age            Position with Arielle
----                               ---            ---------------------

David Kass(1)                      63             President, Director
26 Aerie Court
North Hills, New York 11030

David S. Jacobs(1)                 54             Vice, President,
26 Court Street                                   Director, Secretary
Brooklyn, New York 11242

John E. Vidaver                    51             Director
49 Poplar Avenue
Oradell, New Jersey 07469


(1) May be deemed "Promoters" of Arielle, as that term is defined under the
Securities Act of 1933.

BIOGRAPHY

DAVID KASS, President and a director of the Company, was Vice president and
owner of Mobile Phone Radio Systems from 1974 to 1982.  Since 1982, Mr. Kass
has been active in several organizations such as Fellow Radio Club of North
America, MENSA and Explorers Club.  Mr. Kass is a graduate of the State
University of New York at Buffalo.  Mr. Kass has been President and a
director of the Company since October 1997.

DAVID S. JACOBS, Vice President, Secretary and a director of the Company, has
been a partner in the law firm of Jacobs & Cohen, in Brooklyn, New York,
since 1994.  Prior to that, he was a partner in the law firm of Jacobs, Katz
& Lurie, Brooklyn, New York.  Mr. Jacobs is a graduate of Brooklyn College and
Brooklyn Law School.   He has been secretary and a director of the Company
since October 1997.

JOHN E. VIDAVER, Director, has been a free-lance radio announcer and
voice-over artist for commercials and films since 1990.  He has worked for
such radio stations as WQXR Radio, New York, NY, and WQCD Radio, New York,
NY.  Mr. Vidaver is a graduate of Rutgers College (Rutgers University) of New
Jersey.  Mr. Vidaver has been a director of the Company since July 7,
1998.


                                       -9-

<PAGE>

Item 10.  EXECUTIVE COMPENSATION

         No officer or director of Arielle has received any cash remuneration
since Arielle's inception, and none received or accrued any remuneration from
Arielle at the completion of the initial public offering. No remuneration of any
nature has been paid for or on account of services rendered by a director in
such capacity.
None of the officers and directors intends to devote more than twenty hours per
month to Arielle's affairs.

Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

         The following table sets forth certain information regarding the
beneficial ownership of Arielle's Common Stock as of April 30, 1998 by (i) each
person who is known by Arielle to own beneficially more than 5% of Arielle's
outstanding Common Stock; (ii) each of Arielle's officers and directors; and
(iii) all directors and officers of Arielle as a group. It also show the amount
and nature of beneficial ownership of Arielle after the proposed negotiation
with MPC.


                               Amount and Nature of    Amount and Nature of
                               Beneficial Ownership    Beneficial Ownership
                               Prior to the Merger(1)  After the Proposed
                                                       Merger with MPC (2)

                                 Number     Percent     Number        Percent



<S>                         <C>           <C>       <C>           <C>
David Kass (1) (2)            95,000        19.0%     95,000        1.2%
26 Aerie Court
North Hills, NY 11030

David S. Jacobs (1)(2)        95,000        19.0%     95,000        1.2%
26 Court Street
Brooklyn, NY 11242

John E. Vidaver (2)                0          0%          0          0%
49 Poplar Avenue
Oradell, NJ 07469

B. Alice Campos              100,000        20.0%     100,000       1.3%
3325 Dempster Street
Skokie, IL 60076


                                      -10-

<PAGE>


Schonfeld & Weinstein,
L.L.P. (3)                    95,000        19.0%      95,000       1.2%
63 Wall Street
Suite 1801 New York, NY 10005

Total Officers
and Directors
(3 Persons)                  190,000        38.0%     190,000       2.4%


<FN>
     (1) May be deemed "Promoters" of Arielle, as that term is defined under the
Securities Act of 1933.
     (2) Mr. Kass is the President and a director of Arielle. Mr. Jacobs is
Vice
President, Secretary and a director of Arielle. Mr. Vidaver is a director of
Arielle.
     (3) Excludes 156,000 shares to be issued to Schonfeld & Weinstein, L.L.P
upon the closing of the merger.
     (4) Based on 7,791,521 shares to be outstanding after the merger.
</FN>
</TABLE>




MPC

     The following table sets forth certain information regarding the beneficial
ownership of the MPC's Common Stock as of the date of this Prospectus by (i)
each person known to MPC to beneficially own 5% or more of MPC's Common Stock,
(ii) each director of MPC and (iii) all directors and executive officers of MPC
as a group. All information with respect to beneficial ownership has been
furnished to MPC by the respective director, executive officer or 5%
shareholder, as the case may be.





                               Amount and Nature of    Amount and Nature of
Name/Address                   Beneficial Ownership    Beneficial Ownership
Beneficial                     Prior to the Merger     After the Proposed
Owner                                                  Merger with Arielle
                              ----------------------  --------------------

                                   PERCENT             NUMBER   PERCENT
                                   -------             ------   -------

NAME/ADDRESS
BENEFICIAL
OWNER
                        NUMBER OF SHARES
NAME AND ADDRESS OF
BENEFICIAL OWNER         SHARES HELD
----------------         -----------

Mark I. Weitsman         2,350,000          33.0%      2,350,000     30%
1301 W. Copans Road
Suite F-1
Pompano Beach, FL 33064

Michael R. Beaubien      2,350,000          33.0%      2,350,000     30%
1301 W. Copans Road
Suite F-1
Pompano Beach, FL 33064

Mark V. Antonucci(1)       500,000           7.0%        500,000    6.4%
1301 W. Copans Road
Suite F-1
Pompano Beach, FL 33064

Georges Karam
8 Sloan Street
London SW1
London, UK                  301,500           4.2%       301,500    3.9%

Dr. Anthony Ivankovich      735,000          10.3%       735,000    9.4%
526 Woodland Drive
Glenview, IL  60025



                                      -11-

<PAGE>

All Officers and Directors
as a Group (4 persons)    5,501,500          77.1%     5,501,500   70.6%


     (1) Excludes an option for Mr. Antonucci to purchase shares representing
10% of the company. This option, which allows Mr. Antonucci to purchase shares
for par value, expires on the last day of Mr. Antonucci's initial employment
agreement, but no sooner than June 30, 2001, and no later than April 15, 2003.

     (2) Based on 7,791,521 shares to be outstanding after the merger.









Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         There are no relationships or transactions required to be disclosed
under this Item.

Item 13.  EXHIBITS AND REPORTS ON FORM 8-K

(A) The following exhibits filed with Arielle's post-Effective Amendment No. 3
on Form SB-2 are incorporated by reference:

 2.0    Merger Agreement

24.0    Accountants' Consent to Use Opinion.




                                      -12-
<PAGE>


                                   SIGNATURES

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

                                              THE ARIELLE CORP.

                                              By   /s/ David Kass
                                                   ----------------

                                                   DAVID KASS, President

Date August 30, 2000

         In accordance with 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.


By   /s/ David Kass
     ----------------

     DAVID KASS, President, Director

Date August 30, 2000
                                                              *  *  *
By   /s/ David S. Jacobs
     ------------------
     DAVID S. JACOBS, Secretary, Director

Date August 30, 2000
                                                               * * *
By
     JOHN E. VIDAVER, DIRECTOR

Date
                                                               * * *



         Supplemental Information to be Furnished with Reports Filed Pursuant to
Section 15(d) of the Act by Registrants Which Have Not Registered Securities
Pursuant to Section 12 of the Act.

         No annual report or proxy material has been sent to security holders.



                                      -13-