SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           FORM 10-KSB/A Annual Report
                                 Amendment No. 1
                        Under Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
                  For the Fiscal Year Ended: December 31, 1999
                           Commission File No. 0-27943

                                  Promos, Inc.
         ---------------------------------------------------------------
        (Exact Name of Small Business Issuer as specified in its charter)


          Colorado                                         84-1209909
      ---------------                               ------------------------
     (State or other                               (IRS Employer File Number)
      jurisdiction of
      incorporation)

          6000 E. Evans, Suite 2-020
                Denver, Colorado                                   80222
      -------------------------------------------------------------------
      (Address of principal executive offices)                  (zip code)


                                 (303) 758-3537
               --------------------------------------------------
              (Registrant's telephone number, including area code)

     Securities to be Registered Pursuant to Section 12(b) of the Act: None

       Securities to be Registered Pursuant to Section 12(g) of the Act:

                   Common Stock, $.0.001 per share 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: [X]  No: [ ]

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B is  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. [ ]

     State  issuer's  revenues  for its most recent  fiscal year  $129,660.  The
aggregate   market  value  of  the  voting  stock  of  the  Registrant  held  by
non-affiliates  as of December 31, 1999 was not able to be determined  since the
Registrant's  stock has not ever traded. The number of shares outstanding of the
Registrant's common stock, as of the latest practicable date, March 1, 2000, was
10,033,600.




<PAGE>


     References  in this  document  to  "us,"  "we," or "the  Company"  refer to
Promos, Inc.

                                     PART I

     (a) General Development of Business

     We are a Colorado  corporation.  Our principal  business address is 6000 E.
Evans, Suite 2- 020, Denver, Colorado 80222.

     We were  incorporated  under the laws of the State of Colorado on September
24, 1992. We are a full service,  innovative brand marketing  organization whose
activities are centered around our client's products.

     On August 30, 1999,  our  shareholders  approved an  8,000-for-one  forward
split of the Common Stock.  As of the date of this  Registration  Statement,  we
have 10,033,600 shares of Common Stock issued and outstanding.

     The Company has not been subject to any bankruptcy, receivership or similar
proceeding.


     (b) Narrative Description of the Business

     General

     We have had operations since inception.  No independent market surveys have
ever been  conducted to determine  demand for our products and services.  During
this period,  we have had  operations and generated  revenues.  We also have had
minimal  profit  from time to time,  although we were  unprofitable  last fiscal
year. Our fiscal year end is December 31st.

     Organization

     We  are  comprised  of one  corporation  with  no  subsidiaries  or  parent
entities.

     We are  filing  this Form  10-SB on a  voluntary  basis  because we plan to
engage in equity  and/or debt  financing in the  foreseeable  future and believe
that our fund raising will be enhanced by having a record of regular  disclosure
under the Securities  Exchange Act of 1934 (the "1934 Act"). We have no plans in
the foreseeable future,  under any circumstances,  to terminate our registration
under the 1934 Act.



                                        2

<PAGE>


     (c) Operations

     Since  inception,  we have been a full service,  innovative brand marketing
organization whose activities are centered around our client's  products.  Brand
marketing  builds the value of the brand by connecting it with target  audiences
to achieve strategic marketing objectives.

     Our  efforts  are  organized  into four  operating  segments,  composed  of
promotional  products and marketing  services.  The marketing  services  segment
includes promotion  marketing,  brand strategy and identity,  presence marketing
and consumer event marketing.  Each one of the segments has similar products and
services,  production  processes,  types of  clients,  distribution  methods and
regulatory  environments.  We  attempt  to  physically  connect  the brand  with
identified   target  markets  and  individuals   through  repeated  exposure  to
merchandise that builds brand awareness,  enhances brand recognition and creates
brand loyalty.

     PROMOTION  MARKETING.  This segment connects the brand with the consumer at
strategic points of contact through consumer and retail promotion, merchandising
and sponsorship activation.

     BRAND  STRATEGY  AND  IDENTITY.  This segment  connects a company  product,
service or image with a target audience by creating, revitalizing, or leveraging
a brand through brand identity, design, and integrated communication programs.

     PRESENCE  MARKETING.  This  segment  connects  the  brand  with the  target
audience  through  sports  and  corporate  sponsorships,   licensing,  corporate
meetings, events and sales incentive programs.

     RELATIONSHIP  MARKETING.  This  segment  connects the brand with the target
audience  through  consumer  events--including  a new product sampling and brand
awareness programs.

     We plan to continue to generate  revenues in each of these  segments and to
focus on expanding our client base as a method of developing our business.

     Our larger  clients  include:  First Trust,  Incorporated,  a subsidiary of
Fiserv,  Inc.;  KMGH-TV,  Channel 7, the ABC  affiliate  in Denver;  Distinctive
Properties,  a real estate  broker in the Denver  Metropolitan  area;  ReMax,  a
worldwide  real estate  franchising  company;  Hallmark  Entertainment;  and the
National Potato Promotion Board.

     In addition we plan to expand through acquisition. We will not only look at
our  present  industry  but will  reserve  the  right  to  investigate  and,  if
warranted,  merge  with or  acquire  the  assets  or  common  stock of an entity
actively   engaged  in  business  which   generates   revenues.   We  will  seek
opportunities for long-term growth potential as opposed to short-term  earnings.
As of the date hereof, we have no business  opportunities  under  investigation.
None of our officers,  directors,  promoters or  affiliates  have engaged in any
preliminary  contact or discussions with any representative of any other company
regarding the  possibility of an acquisition or merger between us and such other
company.

                                        3

<PAGE>


     We have one full-time employee,  our President,  who receives a salary. Our
Secretary-Treasurer  has  agreed  to  allocate  a  portion  of his  time  to our
activities,  without  compensation.  These officers anticipate that our business
plan can be implemented by their collectively devoting approximately sixty hours
per month to our business affairs, consequently, conflicts of interest may arise
with respect to the limited time  commitment of such  officers.  These  officers
will use their best judgements to resolve all such conflicts.

     (d) Markets

     Our marketing  plan is focused  completely on expanding our client base. We
will use the  efforts  of our  officers  and  directors  and will  rely upon the
satisfaction of previous clients to market our services.

     (e) Raw Materials

     The use of raw  materials is not now material  factor in our  operations at
the present time.

     (f) Customers and Competition

     At the present time, we expect to be an insignificant participant among the
firms  which  engage  in the  brand  marketing  industry.  There are a number of
established  companies,  most of which are larger and better capitalized than we
are and/or have greater personnel resources and technical expertise.  In view of
our  combined  extremely  limited  financial  resources  and limited  management
availability,  we  believe  that  we  will  continue  to  be  at  a  significant
competitive disadvantage compared to our competitors.  There can be no guarantee
that we will  continue  to  generate  substantial  revenues  or  continue  to be
profitable.

     (g) Backlog

     At December 31, 1999, we had no backlogs.

     (h) Employees

     At as of the  date  hereof,  we have one  employee.  We do not plan to hire
employees in the future.

     (i) Proprietary Information

     We own no proprietary information.

     (j) Government Regulation

     We are not subject to any material governmental regulation or approvals.

                                        4

<PAGE>



     (k) Research and Development

     We have never spent any amount in research and development activities.

     (l) Environmental Compliance

     We are not subject to any costs for compliance with any environmental laws.

Item 2.   Description of Properties.

     Our  business  office is located at 6000 E.  Evans,  Suite  2-020,  Denver,
Colorado  80222.  We pay $336 per  month  in rent  for this  office  space to an
unaffiliated  third party under a lease which  expires on February 28, 2001.  We
have no properties other than office equipment and furniture.

Item 3.   Legal Proceedings.

     No legal  proceedings  of a  material  nature to which we are a party  were
pending during the reporting  period,  and we know of no legal  proceedings of a
material  nature pending or threatened or judgments  entered  against any of our
directors or officers in their capacity as such.

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

     We did  not  submit  any  matter  to a vote  of  security  holders  through
solicitation  of proxies or  otherwise  during the fourth  quarter of the fiscal
year covered by this report.

                                     PART II

Item 5.   Market for Common Equity and Related
          Stockholder Matters.

     (a) Principal Market or Markets

     Our securities have never been listed for trading on any market and are not
quoted  at  the   present   time.   We  have   applied  to  trade  on  the  NASD
Over-the-Counter  Bulletin Board.  However,  at the present time, we do not know
where secondary trading will eventually be conducted. The place of trading, to a
large extent, will depend upon our eventual size. To the extent,  however,  that
trading will be conducted in the Over-the-Counter  market in the so-called "pink
sheets" or the NASD's  "Electronic  Bulletin  Board," a shareholder  may find it
more  difficult to dispose of or obtain  accurate  quotations as to price of our
securities.  In addition,  The Securities Enforcement and Penny Stock Reform Act
of 1990 requires additional  disclosure and documentation  related to the market
for penny stock and for trades in any stock defined as a penny stock.

                                        5

<PAGE>


     (b) Approximate Number of Holders of Common Stock

     As of the date  hereof,  a total of  10,033,600  of our common  shares were
outstanding.  The number of  holders of record of our common  stock at that date
was approximately one hundred ten. These shares reflect an 8,000-for-one forward
split of the common stock.

     (c) Dividends

     Holders of common stock are  entitled to receive  such  dividends as may be
declared by our Board of  Directors.  No dividends on the common stock were paid
by us during the periods  reported herein nor do we anticipate  paying dividends
in the foreseeable future.

     (d) The Securities Enforcement and Penny Stock Reform Act of 1990

     The  Securities  Enforcement  and Penny Stock  Reform Act of 1990  requires
additional  disclosure and  documentation  related to the market for penny stock
and for trades in any stock  defined  as a penny  stock.  Unless we can  acquire
substantial  assets  and trade at over  $5.00  per share on the bid,  it is more
likely than not that our securities,  for some period of time,  would be defined
under  that  Act as a  "penny  stock."  As a  result,  those  who  trade  in our
securities may be required to provide  additional  information  related to their
fitness to trade our shares.  Also, there is the requirement of a broker-dealer,
prior  to a  transaction  in a penny  stock,  to  deliver  a  standardized  risk
disclosure  document that provides  information about penny stocks and the risks
in the penny stock market.  Further,  a broker-dealer  must provide the customer
with current bid and offer  quotations for the penny stock,  the compensation of
the  broker-dealer  and its salesperson in the transaction,  and monthly account
statements  showing the market value of each penny stock held in the  customer's
account.  These  requirements  present a  substantial  burden  on any  person or
brokerage  firm who plans to trade our  securities  and  would  thereby  make it
unlikely  that any liquid  trading  market  would ever result in our  securities
while the provisions of this Act might be applicable to those securities.

     (e) Blue Sky Compliance

     The trading of penny stock  companies may be  restricted by the  securities
laws ("Blue Sky" laws) of the several states.  Management is aware that a number
of states currently  prohibit the unrestricted  trading of penny stock companies
absent  the  availability  of  exemptions,  which are in the  discretion  of the
states' securities administrators.  The effect of these states' laws would be to
limit the trading  market,  if any,  for our shares and to make resale of shares
acquired by investors more difficult.






                                       6


<PAGE>


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

Forward-Looking Statements

     The following discussion contains forward-looking  statements regarding our
Company,  its business,  prospects and results of operations that are subject to
certain  risks and  uncertainties  posed by many  factors  and events that could
cause our  actual  business,  prospects  and  results  of  operations  to differ
materially   from  those  that  may  be  anticipated  by  such   forward-looking
statements.  Factors that may affect such  forward-looking  statements  include,
without  limitation:  our ability to  successfully  develop new products for new
markets; the impact of competition on our revenues, changes in law or regulatory
requirements  that adversely  affect or preclude clients from using our products
for certain  applications;  delays our introduction of new products or services;
and our failure to keep pace with emerging technologies.

     When used in this  discussion,  words  such as  "believes",  "anticipates",
"expects",   "intends"  and  similar   expressions   are  intended  to  identify
forward-looking  statements,  but are not the  exclusive  means  of  identifying
forward-looking statements. Readers are cautioned not to place undue reliance on
these  forward-looking  statements,  which  speak  only  as of the  date of this
report.  Our Company  undertakes  no  obligation  to revise any  forward-looking
statements in order to reflect  events or  circumstances  that may  subsequently
arise.   Readers  are  urged  to  carefully  review  and  consider  the  various
disclosures  made  by us in  this  report  and  other  reports  filed  with  the
Securities and Exchange  Commission that attempt to advise interested parties of
the risks and factors that may affect our business.

Results of Operations

     We  have  generated  revenues  from  operations  since  inception.  We were
profitable  for the twelve  months ended  December 31, 1999.  We had revenues of
$129,660,  compared to revenues of $115,441 for the same period  ended  December
31,  1998.  Total  expenses for the twelve  months ended  December 31, 1999 were
$46,845  compared to expenses of $44,845 for the same period ended  December 31,
1998.  Our  operating  expenses  during the fiscal year ended  December 31, 1999
increased  slightly from the previous  year.  The major  components of operating
expenses are office  salaries and associated  payroll costs,  general and health
insurance costs, rent and telephone expenses.

     Costs  of goods  include  all  direct  costs  incurred  in the  process  of
representing  clients.  The  difference  between our gross  revenues and cost of
goods is our gross profit.

     Gross  profit from  operations  was $55,507 or  approximately  43% of gross
revenues  for  the  year  ended  December  31,  1999,  compared  to  $37,725  or
approximately  33% of gross  revenues for the year ended  December 31, 1998,  an
increase by approximately 10%.

     The  principal  difference  between 1999 and 1998 was the increase of gross
revenues and a modest profit. We have replaced the projects which had terminated
so that the revenues for fiscal year 1999 exceeded  those of 1998. Our operating
expenses did not increase proportionately, so we had a small profit of $6,109 in
1999 as compared to a loss of $8,376 in 1998 and expect the profitability  trend
to continue for the next fiscal year.

                                        7

<PAGE>


Liquidity and Capital Resources

     Net cash  increased  to  $21,581  for the year  ended  December  31,  1999,
compared to $746 for the year ended December 31, 1998.

     Accounts receivable decreased slightly for the year ended December 31, 1999
to $10,641, compared to $15,741 for the year ended December 31, 1998.

     Prepaid  Expenses  increased to $680 for the year ended  December 31, 1999,
compared to $100 for the year ended December 31, 1998.

     Accounts payable  decreased for the year ended December 31, 1999 to $2,960,
compared to $9,986 for the year ended December 31, 1998.

     We were  modestly  profitable  in 1999 but  sustained  a loss in 1998.  Our
operating  expenses were relatively the same during both periods.  Larger client
projects account for the difference between a profit and a loss. In any case, we
try to operate with minimal  overhead.  Our primary  activity will be to seek to
expand  our  client  base and,  consequently,  our  revenues.  If we  succeed in
expanding our client base and generating  sufficient revenues,  we will continue
to be profitable.  We cannot guarantee that this will ever occur. Our plan is to
build our Company in any manner  which will be  successful.  To that end, we may
also  look  for  an  acquisition  candidate,   although  we  have  concluded  no
acquisitions and have spoken with no potential candidates.

     We feel that we have  inadequate  working  capital to pursue  any  business
opportunities other than seeking additional clients or an acquisition candidate.
During  the next  twelve  months,  we plan to  investigate  an  offering  of our
securities,  whether through a private  placement or a public  offering.  At the
present  time,  we have no firm  arrangements  with  regard  to  either  type of
offering. We do not intend to pay dividends in the foreseeable future.

Item 7.   Financial Statements.


                                  PROMOS, INC.


                                  AUDIT REPORT

                 For the Years Ended December 31, 1999 and 1998


                           Janet Loss, C.P.A., P.C.
                           Certified Public Accountant
                     1777 South Harrison Street, Suite 2100
                             Denver, Colorado 80210




                                       8
<PAGE>

                                  PROMOS, INC.

                          INDEX TO FINANCIAL STATEMENTS

                                TABLE OF CONTENTS



ITEM                                                                       PAGE
----                                                                       ----

Report of Certified Public Accountant..................................      F-2

Balance Sheets,
December 31, 1999 and 1998 ............................................ F-3, F-4

Statements of Operations, for the years
Ended December 31, 1999 and 1998 ......................................      F-5

Statements of Stockholders' Equity, for
The years ended December 31, 1999 and 1998 ............................      F-6

Statements of Cash Flows, for the years ended
December 31, 1999 and 1998  ...........................................      F-7

Notes to Financial Statements ......................................... F-8, F-9












                                       F-1



<PAGE>


                            Janet Loss, C.P.A., P.C.
                           Certified Public Accountant
                     1777 South Harrison Street, Suite 2100
                             Denver, Colorado 80210





Board of Directors
Promos, Inc.
6000 Evans Avenue, Building 2-20
Denver, Colorado 80222-5406



I have audited the  accompanying  Balance Sheets of Promos,  Inc. as of December
31, 1999 and 1998, and the Statements of Operations,  Stockholders'  Equity, and
Cash Flows for the years ended December 31, 1999 and 1998.

I conducted my audit in accordance with generally  accepted auditing  standards.
These standards  require that I plan and perform the audit to obtain  reasonable
assurances  about  whether  the  financial   statements  are  free  of  material
misstatements.  An audit also includes assessing the accounting  principles used
and significant estimates made by management,  as well as evaluating the overall
financial statement presentations.

In my opinion, the financial statements referred to above present fairly, in all
materials  respects,  the financial position of Promos,  Inc. as of December 31,
1999 and 1998, and the results of its operations and its cash flow for the years
ended December 31, 1999 and 1998.





/s/ Janet Loss
Janet Loss, C.P.A., P.C.



March 29, 2000


                                       F-2

<PAGE>

<TABLE>
<CAPTION>
                                  PROMOS, INC.


                                 BALANCE SHEETS
                 For the Years Ended December 31, 1999 and 1998



      ASSETS                                                1999            1998
      ------                                                ----            ----

<S>                                                        <C>           <C>
CURRENT ASSETS:
Cash and cash equivalents ........................         21,587        $   746
Accounts receivable, net of
Allowance of for doubtful accounts
$0 and $839 ......................................         10,641         15,741
Prepaid Expenses .................................            680            100
                                                          -------        -------
     Total Current Assets ........................         32,908         16,587
                                                          -------        -------
Fixed assets at cost, net
Of accumulated depreciation
Of $1,600 and $1,280 .............................              0            320

Security Deposit .................................            260            260
                                                          -------        -------

     Total Assets ................................        $33,168        $17,167
                                                          =======        =======
</TABLE>











                                       F-3



<PAGE>

<TABLE>
<CAPTION>
                                            PROMOS, INC.

                                LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:                                                      1999                 1998
-------------------                                                       ----                 ----

<S>                                                                 <C>                 <C>
Accounts Payable ................................................   $    2,960          $    9,986

Sales and Payroll Taxes Payable .................................        1,487               1,577

Corporate Income Taxes Payable ..................................        2,194                   0

Accrued Expenses ................................................            0               3,840
Bank's Line of Credit,
     Current Portion ............................................        6,711               4,126
                                                                     ---------           ---------

Total Current Liabilities .......................................       13,352              19,529
                                                                     ---------           ---------

LONG TERM LIABILITIES:

Stockholder's Loan ..............................................            0               4,500
                                                                     ---------           ---------

     Total Liabilities ..........................................   $   13,352          $   24,029
                                                                     ---------           ---------

STOCKHOLDERS' EQUITY:

Preferred Stock, 10,000,000 shares
Of non-voting authorized, par value
Of $0.01 per share, none issued .................................            0                   0

Common  stock,  par value of $.001,
per share, 50,000,000 shares authorized,
10,033,600 and 10,000,000 shares
issued and outstanding at December 31, 1999 .....................       10,034               1,250

Additional Paid-in-Capital ......................................       11,785                   0

Retained earnings (Deficit) .....................................       (2,003)             (8,112)
                                                                     ---------           ---------

Total Stockholders' Equity ......................................       19,816              (6,862)
                                                                     ---------           ---------

Total Liabilities and
Stockholders' Equity ............................................   $   33,168          $   17,167
                                                                     =========           =========
</TABLE>


*    Shares  Adjusted  for an 8,000 for 1 forward  split of  common  stock.  The
     accompanying  notes are an integral part of the financial  statements.




                                       F-4

<PAGE>

<TABLE>
<CAPTION>
                                       PROMOS, INC.

                                 STATEMENTS OF OPERATIONS
                      For the Years Ended December 31, 1999 and 1998

                                                                  1999                 1998
                                                                  ----                 ----
<S>                                                        <C>                   <C>
REVENUES:
Sales ..................................................   $    129,660          $    115,441
                                                           ------------          ------------
COSTS OF GOODS SOLD:
Purchases and freight ..................................         74,153                77,716
                                                           ------------          ------------
   GROSS PROFIT ........................................         55,507                37,725
                                                           ------------          ------------

OPERATING EXPENSES:
Advertising ............................................            970                   748
Auto Expenses ..........................................            566                   787
Auto Rental ............................................          4,840                 4,840
Delivery and Postage ...................................            970                 1,006
Depreciation Expense ...................................            320                   320
Dues and subscriptions .................................            574                 1,175
Employee Benefits ......................................          2,557                 4,266
Insurance Expense ......................................            754                 1,044
Licenses and Taxes .....................................          2,461                 1,226
Office Supplies and Expenses ...........................          3,777                 2,606
Officer's Salary .......................................         15,500                15,000
Professional fees ......................................            699                     0
Rent and Maintenance ...................................          4,217                 6,209
Samples ................................................            621                   451
Telephone Expenses .....................................          4,714                 4,451
Travel and Entertainment ...............................          3,305                   716
                                                           ------------          ------------
     Total Operating Expenses ..........................         46,845                44,845
                                                           ------------          ------------
NET INCOME (LOSS) BEFORE
OTHER (EXPENSES) .......................................          8,662                (7,120)
                                                           ------------          ------------

OTHER INCOME AND (EXPENSES):
Interest Income ........................................            150                    18
Interest (Expense) .....................................           (509)               (1,074)
                                                           ------------          ------------
   Total Other Income and
   (Expenses) ..........................................           (359)               (1,056)
                                                           ------------          ------------
Net Income (Loss) before
   Provision for Income Taxes ..........................          8,303                (8,176)
Provision for Income Taxes .............................          2,194                   200
                                                           ------------          ------------
NET INCOME (LOSS) ......................................   $      6,109          $     (8,376)
                                                           ============          ============

NET INCOME (LOSS) PER SHARE ............................   $       .001          $      (.001)
                                                           ============          ============
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING ..........     10,000,900            10,000,000
                                                           ============          ============
</TABLE>

*    Adjusting for August 30, 1999 forward split, 8000-1 basis. The accompanying
     notes are an integral part of the financial statements.



                                      F-5


<PAGE>

<TABLE>
<CAPTION>
                                                 PROMOS, INC.

                                 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                For the Years Ended December 31, 1999 and 1998

                                                   Common                                                                  Total
                                                    Stock                           Additional          (Deficit)      Stockholders'
                                                  Number of     Common Stock         Paid-in             Retained         Equity
                                                    Shares          Amount           Capital             Earnings        (Deficit)
                                                  ---------     ------------        ----------          ----------     -------------
<S>                                              <C>             <C>                <C>              <C>                <C>
Balance
January, 1998 .........................             1,250        $    1,250                 0         $      264         $    1,514

Net loss for
the year ended
December 31,
1998 ..................................                 0                 0                 0             (8,376)        $   (8,376)
                                               ----------        ----------        ----------         ----------         ----------


Balance
December 31, 1998 .....................             1,250        $    1,250        $        0         $   (8,112)        $   (6,862)

8,000 for 1,
forward split
on August 30,
1999 ..................................         9,998,750             8,750            (8,750)                 0                  0

October 1, 1999
shares issued
for cash, $1.00
per share less
deferred offering
costs .................................            33,600                34            20,535                  0             20,569

Net Income for
the year ended
December 31,
1999 ..................................                 0                 0                 0              6,109              6,109
                                               ----------        ----------        ----------         ----------         ----------
Balance December
31, 1999 ..............................        10,033,600        $   10,034        $   11,785         $   (2,003)        $   19,816
                                               ==========        ==========        ==========         ==========         ==========
</TABLE>




    The accompanying notes are an integral part of the financial statements.


                                       F-6

<PAGE>

<TABLE>
<CAPTION>
                                  PROMOS, INC.

                            STATEMENTS OF CASH FLOWS
                 For the Years Ended December 31, 1999 and 1998


CASH FLOWS FROM OPERATING ACTIVITIES:
                                                              1999                    1998
                                                              ----                    ----
<S>                                                      <C>                        <C>
     Net Income (Loss) ...............................   $  6,109                   $ (8,376)

Adjustments to Reconcile
Net (Loss) to Cash Flow From
Operating Activities:

     Depreciation ....................................        320                        320

     Decrease (Increase) in
         Accounts receivable .........................      5,100                      2,530

   (Increase) in prepaid
         Expenses ....................................       (580)                      (100)

   Increase (Decrease) in
         Payables ....................................     (4,922)                    (3,273)

   Increase in Accrued
        Expenses .....................................     (3,840)                     3,450
   Increase in Banks
        Line of Credit ...............................      2,585                      4,126
                                                         --------                   --------

     Cash Provided (Used)By
     Operating Activities ............................      4,772                     (1,323)
                                                         --------                   --------

CASH FLOWS FROM FINANCING
ACTIVITIES:
     Decrease in Stockholders'
      Loan ...........................................     (4,500)                    (2,000)

     Issuance of common stock, net of
    Offering costs of 12,031 .........................     20,569                          0
                                                         --------                   --------

     Net Cash Provided (Used) by
         Financing Activities ........................     16,069                     (2,000)
                                                         --------                   --------

CASH, BEGINNING OF PERIOD ............................        746                      4,069
                                                         --------                   --------

CASH, END OF PERIOD ..................................   $ 21,587                   $    746
                                                         ========                   ========
</TABLE>



    The accompanying notes are an integral part of the financial statements.

                                       F-7

<PAGE>

                                  PROMOS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                 For the Years Ended December 31, 1999 and 1998


NOTE I - ORGANIZATION AND HISTORY

The Company is a Colorado  corporation and has been incorporated since September
24, 1992. The business  purpose of this  corporation is to engage in the sale of
promotional products to other business companies.


NOTE II - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Method

The company record income and expenses on the accrual method.

Cash and Cash Equivalents

Cash and cash  equivalents  includes  cash on hand,  cash on deposit  and highly
liquid investments with maturities generally of three months or less.

Sales and Expenses

Sales and expenses are recorded using the accrual basis of accounting.

Fixed Assets and Accumulated Depreciation

Fixed  assets  consists  of  office  equipment  and  are  stated  at  cost  less
accumulated depreciation which is provided for by charges to operations over the
estimated  useful  lives of the  assets.  The assets are  depreciated  over five
years.

Use of Estimates

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
revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Offering Costs

Costs  ($13,031)  associated  with the  Company's  private  offerings  have been
charged to the proceeds of the offering.

                                       F-8



<PAGE>


NOTE III - AGING OF ACCOUNTS RECEIVABLE AND PAYABLE

The  percentage  aging of trade  accounts  receivable  and  accounts  payable at
December 31, 1999 and 1998 is as follows:

                         Accounts Receivable          Accounts Payable

     Current                    45%                        100%
     30-60 days                 40%
     over 60 days               15%

Bad Debt Policy

The Company  uses the direct  write-off  method for its  allowance  for doubtful
accounts.

NOTE IV - LEASES AND OTHER COMMITMENTS

The Company  leases its premises for $366.00 per month and  currently  has a two
year lease from March 1, 1999 through February 28, 2001.

NOTE V - RELATED PARTY TRANSACTIONS

The Company has incurred  salary  expenses of $15,500.00 and $15,000.00 for 1999
and 1998,  respectively to its president.  The Company also pays auto rental for
its president, this is currently $403.38 per month.

NOTE VI - LINE OF CREDIT

The Company has  obtained a line of credit for  $35,000.00.  The  interest  rate
varies and is approximately 10.50 percent.














                                       F-9



<PAGE>


Item 8.  Disagreements With Accountants on Accounting and  Financial Disclosure.

     The Company did not have any  disagreements  on  accounting  and  financial
disclosures with its present accounting firm during the reporting period.

                                    PART III

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

     Our Directors and Executive Officers,  their ages and positions held in the
Company as of December 31, 1999 are as follows:

     NAME                          AGE        POSITION HELD
     ----                          ---        -------------

     Judith F. Harayda              51        President and Director

     Stephan R. Levy                60        Secretary, Treasurer and Director

     Our Directors  will serve in such capacity until our next annual meeting of
shareholders  and until their  successors  have been elected and qualified.  The
officers  serve  at  the  discretion  of our  Directors.  There  are  no  family
relationships  among our Officers and Directors,  nor are there any arrangements
or  understandings  between any of our Directors or Officers or any other person
pursuant to which any officer or director was or is to be selected as an officer
or director.

     Ms.  Harayda should be considered the "parent" or "promoter" of our Company
because of the shareholdings and control positions held by her in us.

     Judith F. Harayda . Ms.  Harayda has been the  President  and a Director of
the Company since  inception.  She has also  previously been President of United
Venture Capital Fund, Inc. and the Treasure of New World Publishing,  Inc., both
of which were public  companies at the time.  Ms.  Harayda  received a Bachelors
Degree in Education from Edinboro University.

     Stephan R. Levy.  Mr. Levy has been  Secretary-Treasurer  and a Director of
the Company since  inception.  He has been retired since August,  1990. Prior to
that time,  he was an officer and director of Tofruzen,  Inc., a public  company
which  manufactured  and  marketed a  non-dairy  frozen  dessert,  novelty  food
products, and promotional items. He has previously served as Secretary-Treasurer
of two public companies, Central Oil Corp. and United Venture Capital Fund, Inc.
He attended the University of Texas and graduated in 1961 from the University of
Colorado  with  a  Bachelor  of  Science  in  Business.  He is a  member  of the
International  Monetary  Market,  which is a division of the Chicago  Mercantile
Exchange  and was  appointed  by the  Governor  of  Colorado  as a member of the
Colorado Municipal Bond Supervisory Board.



                                       9

<PAGE>


     Compliance with Section 16(a) of the Securities Exchange Act of 1934.

     Section  16(a)  of the  Securities  Exchange  Act of 1934  (the  "34  Act")
requires our officers and directors and persons  owning more than ten percent of
the our Common  Stock,  to file  initial  reports of  ownership  and  changes in
ownership  with the Securities and Exchange  Commission  ("SEC").  Additionally,
Item 405 of Regulation  S-B under the 34 Act requires us to identify in its Form
10-  KSB and  proxy  statement  those  individuals  for  whom  one of the  above
referenced reports was not filed on a timely basis during the most recent fiscal
year or prior fiscal  years.  Given these  requirements,  we have the  following
report to make under this section. None of our Officers or Directors made timely
filings  of  their  Forms 3 and 5 in the last  fiscal  year.  All  such  persons
eventually   made  the  filings   and  have  been   advised   concerning   their
responsibilities regarding future compliance with these rules.

Item 10.  Executive Compensation.

     None of our executive officers received  compensation in excess of $100,000
during the fiscal years ended  December 31, 1997,  1998,  or 1999.  Compensation
does not include  minor  business-related  and other  expenses  paid by us. Such
amounts  in the  aggregate  do not  exceed  $10,000.  Our  President,  Judith F.
Harayda,  received compensation of $15,500, $15,000, and $17,340 for 1999, 1998,
and 1997,  respectively.  Ms.  Harayda  serves as our  President  on a full-time
basis.

     We have granted no shares of our capital stock as  additional  compensation
and have no plans to do so.

     For the fiscal years 1997, 1998,  and1999,  we paid our President's  health
care. We have a Self  Employment  pension plan for the benefit of our President.
We have no  plans or  agreements  which  provide  compensation  on the  event of
termination of employment or change in our control.

     We do not pay members of our Board of Directors any fees for  attendance or
similar  remuneration,  but  reimburse  them  for any  out-of-  pocket  expenses
incurred by them in connection with our business.

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

     The following sets forth the number of shares of the  Registrant's  $.0.001
par value common stock beneficially owned by (i) each person who, as of December
31, 1999,  was known by the Company to own  beneficially  more than five percent
(5%) of its common stock;  (ii) the  individual  Directors of the Registrant and
(iii) the Officers  and  Directors of the  Registrant  as a group.  These shares
reflect an 8,000- for-one forward split of the Common Stock.

Name and Address                        Amount and Nature of          Percent of
of Beneficial Owner                     Beneficial Ownership(1)(2)       Class
-------------------                     -------------------------     ----------

Judith F.Harayda(3)                           8,000,000                  80%
6000 E. Evans, Suite 2-020
Denver, Colorado 80222

Stephan R. Levy                                  -0-                     -0-
2121 South Oneida, #332
Denver, Colorado 80224

All Officers and Directors as a Group         8,000,000                  80%
(two persons)


                                       10

<PAGE>


(1)  All ownership is beneficial and on record, unless indicated otherwise.

(2)  Beneficial  owners listed above have sole voting and investment  power with
     respect to the shares shown, unless otherwise indicated.

Item 12.  Certain Relationships and Related Transactions.

     We paid our President, Judith F. Harayda, salary expenses of $15,000 during
fiscal year 1998. We also paid her auto rental,  which is currently  $403.38 per
month, and auto insurance.

     On August 30, 1999, our  shareholders  approved an 8,000-  for-one  forward
split of the Common Stock.  As of the date of this  Registration  Statement,  we
have 10,033,600 shares of Common Stock issued and outstanding.

                                     PART IV

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

          (a) The  following  financial  information  is  filed  as part of this
     report:

               (1)  Financial Statements
               (2)  Schedules
               (3) Exhibits.  The following  exhibits required by Item 601 to be
          filed  herewith are  incorporated  by reference  to  previously  filed
          documents:

         Exhibit No.              Description
         ----------               -----------

            +3A                   Articles of Incorporation

            +3B                   Amended and Restated Articles of Incorporation

            +3C                   Bylaws


     + Previously Filed.

          (b)  Reports  on Form 8-K.  The  Company  filed no reports on Form 8-K
     during the fourth quarter of the fiscal year ended December 31, 1999.




                                       11

<PAGE>


                                   SIGNATURES

     In accordance  with 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 by
the undersigned, thereunto duly authorized.


                                              Promos, Inc.



Dated:  4/9/00                                By: /s/ Judith F. Harayda
                                                  ------------------------------
                                                  Judith F. Harayda
                                                  President


     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.


                                              CHIEF FINANCIAL OFFICER



Dated: 4/9/00                                 By: /s/ Stephan R. Levy
                                                  ------------------------------
                                                  Stephan R. Levy
                                                  Treasurer and Director


Dated:  4/9/00                                By: /s/ Judith F. Harayda
                                                  ------------------------------
                                                  Judith F. Harayda
                                                  Director





                                       12

<PAGE>




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





                                   FORM 10-KSB

                                    EXHIBITS
                                       TO
                                  Promos, Inc.





<PAGE>


                                INDEX TO EXHIBITS


Exhibit                                                          Page or
Number          Description                                      Cross Reference
-------         -----------                                      ---------------

  +3A           Articles of Incorporation                             N/A

  +3B           Amended and Restated Articles of Incorporation        N/A

  +3C           Bylaws                                                N/A

+ Previously Filed.