UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934

For the fiscal year ended December 31, 1999

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

For the transition period from ___________________ to _________________

Commission File Number: 0-24903

                        SEEDLING TECHNOLOGIES CORPORATION
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

              Delaware                                       87-0460452
  ---------------------------------                   ----------------------
  (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                     Identification Number)

                           519 SW Third Ave Suite 805
                             Portland, Oregon 97204
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)

Issuer's telephone number, including area code: (503) 294-6401

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

Securities registered under Section 12(g) of the Act: Common Stock, $.001 par
value

         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]

         Check if 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. [X]

         The issuer's revenues for the fiscal year ended December 31, 1999 were
$736,541.

         The aggregate market value of the issuer's common stock held by
non-affiliates as of March 30, 2001 was approximately $20,700,439

         As of March 30, 2001, the issuer had 49,523,986 shares of common stock
issued and outstanding.

Transitional Small Business Disclosure Format: Yes [ ] No [X]

Documents incorporated by reference: None.


                        Brighton Technologies Corporation
                   6 Pearl Court, Allendale, New Jersey 07401
           ----------------------------------------------------------
          (Former name or former address if changed since last report)

                                       1

<PAGE>

Cautionary Statement Pursuant to Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995:

         This Annual Report on Form 10-KSB for the fiscal year ended December
31, 1999 contains "forward-looking statements" within the meaning of the Federal
securities laws. These forward-looking statements include, among others,
statements concerning the Company's expectations regarding sales trends, gross
margin trends, the availability of short-term bank borrowings to fund operations
and capital expenditures, the repayment of loans, facility expansion plans, and
other statements of expectations, beliefs, future plans and strategies,
anticipated events or trends, and similar expressions concerning matters that
are not historical facts. The forward-looking statements in this Annual Report
on Form 10-KSB for the fiscal year ended December 31, 1999 are subject to risks
and uncertainties that could cause actual results to differ materially from
those results expressed in or implied by the statements contained herein.

                                       2

<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE
PART I.

     ITEM 1.   DESCRIPTION OF BUSINESS ...................................... 4

     ITEM 2.   DESCRIPTION OF PROPERTY....................................... 7

     ITEM 3.   LEGAL PROCEEDINGS ............................................ 7

     ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........... 8

PART II.

     ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS...... 9

     ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.....10

     ITEM 7.   FINANCIAL STATEMENTS .........................................14

     ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
               ACCOUNTING AND FINANCIAL DISCLOSURE ..........................14

PART III.

     ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
               PERSONS: COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT...15

     ITEM 10.  EXECUTIVE COMPENSATION .......................................16

     ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
               AND MANAGEMENT................................................16

     ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................17

     ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K...............................18

                                       3
<PAGE>

                                     PART I.

ITEM 1.           DESCRIPTION OF BUSINESS

General

         Seedling Technologies Corporation (formerly known as Brighton
Technologies Corporation) and its subsidiaries has traditionally operated in the
buying, selling and installation of computer, communications and industrial
equipment and networks. We have acted as an intermediary, purchasing
substantially all our products from sources in the United States and selling
them to customers in the People's Republic of China. We operate through offices
in the United States, Hong Kong and China.

         We have a 47% interest in Beijing Brighton-STAQ Electronic System
Company Limited; a China registered Sino-Hong Kong joint venture. Brighton-STAQ
was developing an on-line securities trading network for the Securities Trading
Automated Quotations System, the STAQ Exchange, one of four national stock
exchanges in China, which commenced operations in the second quarter of 1998.

         During 1999, we experienced a significant reduction in business arising
principally from three factors: (1) the bombing of the Chinese embassy in
Belgrade which caused a substantial reduction in orders from Chinese companies
to U.S.-based firms; (2) a restraining order obtained by Allied Signal, Inc., in
February 1999 preventing one of our former subsidiaries from using its business
operations cash of $357,230; and (3) the inability to obtain certain investment
funds for Brighton-STAQ because of a financial scandal within the STAQ Exchange
itself.

         We received an audit opinion from our independent certified public
accountants regarding the December 31, 1998 and 1999 financial statements which
contained an explanatory paragraph that describes the uncertainty of our ability
to continue as a going concern due to recurring losses from operations and a
working capital deficiency at December 31, 1999. These conditions raise
substantial doubt as to our ability to continue as a going concern. No
assurances can be given that our operations or receipt of equity or debt
financing, if any, will be sufficient to fund our operating cash needs.

         In response to the reduction in business, former management downsized
our operations through employee layoffs and in July 1999 sold two subsidiaries,
its principal operating U.S. subsidiary, Brighton Industries Corporation and a
Hong Kong subsidiary, Brighton Equipment Corporation. This divestiture was
consummated because both companies were engaged in businesses which former
management concluded were no longer part of its core business.

         On November 3, 2000, we entered into a Securities Exchange Agreement
with the shareholders of Seedling Technology Ventures, Inc. to acquire all of
the issued and outstanding shares of Seedling. In connection with the
transaction, we issued an aggregate of 40,968,051 shares to the shareholders of
Seedling. The transaction was completed on February 20, 2001 with the issuance
of the above mentioned shares. As a result of the transaction, the Seedling
shareholders own approximately 85% of the outstanding common stock of our
company, and in addition we changed our corporate name to Seedling Technologies
Corporation.

Seedling's Business Strategy

         As a result of the sale of its subsidiaries and employee layoffs, we
had minimal operations in the U.S., Hong Kong and China from July 1999 to the
end of 2000. As of the date of this filing, our operations consist solely of the
business of Seedling Technologies and its subsidiaries.

         Seedling identifies technology projects and acts as a catalyst for them
to grow and prosper. Our projects are at various stages, from consulting
engagements through outright acquisition of companies.

         Seedling's consultative projects assist our client companies in
preparing themselves for fundraising rounds, structuring their balance sheets,
perfecting their technology plans, choosing appropriate business paths, and
assisting them in creating liquidity and revenues. Our clients work directly
with our executive team to accomplish their goals.

         Our consultative work is generally not billed on a per-hour basis.
Rather, Seedling takes compensation in the form of equity in the project or, if
appropriate, success fees in cash or equity for the completion of strategic
transactions.

         Seedling also assists select clients in raising funds from private and
institutional sources. Today's fundraising climate is exceptionally difficult
for young technology companies. Consequently, Seedling's experience and guidance
in the funding process is often of significant value to our clients. We only
assist projects in gaining funding when we believe these projects are well
positioned for growth and profitability; our management's reputation as part of
the transaction is often an important decision factor for the sources providing
funds to the project.

         Finally, in today's turbulent market conditions, there are occasionally
opportunities to acquire strong technology projects at significant discounts.
Based on Seedling's own analysis of the strategic value of a project and
available cash resources, we may decide to pursue an acquisition.

         When we acquire a project, we generally maintain the central elements
of the management team, particularly technical and sales personnel. Back office
operations such as accounting, human resources, and legal management are
centralized at Seedling's headquarters, leaving operational managers to focus on
growth and client needs. We feel this approach to acquisitions is well suited to
maximizing the value of technology projects, even in difficult markets.

                                       4
<PAGE>

         Seedling expects to make additional acquisitions as market conditions
allow. Often, upon completion of an acquisition, the new subsidiary requires an
immediate capital infusion. Seedling either provides the capital, or seeks
outside funding sources. In the event Seedling itself provides that cash, it may
be structured either as paid-in capital or short term bridge debt for the
subsidiary. Our goal in this process is to build stable balance sheets in our
subsidiaries while also minimizing the overall cash draw on Seedling's main
accounts.

         As wholly-owned subsidiaries develop, we may decide either to use them
as a platform for additional acquisitions in related markets, or sell them to
other parties engaged in complimentary businesses. We have no formulaic rule for
these decisions. Rather, we review each subsidiary on its own merits and, based
on market conditions and cash flow considerations, decide whether to invest
additional funds, maintain growth paths that are cash neutral to Seedling, or
explore disposition of the subsidiary.

         Seedling held a minority interest and a long-term debt instrument in
SouthernPlanet.com, a Delaware Corporation with operations in Latin America. On
January 19, 2001 SouthernPlanet.com became a wholly owned subsidiary of Seedling
Technology Ventures Inc, through a Stock for Stock Merger Agreement.
SouthernPlanet is a technology integrator that provides comprehensive,
integrated network and Internet solutions to businesses in Latin America
(primarily Chile) with services focused on the small and medium-sized business
market.

         The company offers infrastructure services that produce reoccurring,
contracted revenue streams and aims to capitalize on the rapid expansion of
Internet growth in Latin America, where Internet penetration is still relatively
low, while efficiency needs driving businesses to the Internet are high.

         SouthernPlanet plans to grow through acquisition where complimentary
businesses are identified, and through expansion of existing business channels
by providing networking equipment and solutions including hardware, point of
sale equipment and installation services to the Chilean corporate market.

         On March 1, 2001 Seedling Technology Ventures, Inc acquired a 70%
interest in e-Ference, Inc. a network management software developer. Founded in
Mid 2000 by our current Director of Technology, e-Ference has developed a simple
and effective solution to the growing needs of small business network
management. Their product, LANscaper, provides an effective tool for small
network managers to better manage their network by fighting problems with the
most effective weapon, knowledge and information. LANscaper produces a
computer-generated map of a network, which places an entire network at an
administrator's fingertips and gives a user the ability to view and manage a
network from a single Server.

On-Line Information Services

         As of December 31, 1998, the Company was the owner of a 90% interest in
Brighton-STAQ, a China registered Sino-Hong Kong joint venture. On that date,
the remaining 10% interest was owned by Huazheng Electronic Technology Co.,
Ltd., a company controlled by the STAQ Exchange. In April 1999, the Company
entered into an agreement with a new joint venture partner, The Masses Mail
Order Limited of China in which The Masses agreed to invest a total of
$4,800,000, with an initial investment of $1,800,000 for 53% of the equity in
the joint venture, and a second investment of $3,000,000 to increase the Masses
total interest in the joint venture to 75%. In July 1999, $1,800,000 was
invested with the remaining balance to be invested when the venture reaches its
operating and performance goals. Upon this $1,800,000 investment, our interest
was reduced to 47% and may be further reduced to 25% from our initial ownership
of 90%, while we retain our position as the managing partner in the joint
venture. With this new agreement, the former joint venture partner, Huazheng,
returned its 10% equity to Brighton-STAQ. The agreement was subject to the
approval of the Beijing Municipal Government, which was granted on June 16,
1999. We account for our equity interest in Brighton-STAQ under the equity
method of accounting as control was not held by us.

         The purpose of Brighton-STAQ was to develop, design, install and
maintain a nationwide computerized multi-market securities quotation and trading
network, similar to the National Association of Securities Dealers Automated
Quotation System ("NASDAQ") in the U.S., for trading of stocks listed on the
Shanghai, Shenzhen and STAQ Exchange. Our initial plans were to offer the STAQ
On-line Network to the approximately 550 stock brokerages, which operates 2,200
offices that are members of the STAQ Exchange in the cities of Beijing,
Chongqing, Guangzhou, Shanghai, Shenzhen and other major cities in China, with
plans to eventually market the STAQ On-line Network to all 2,800 stock
brokerages operating over 10,000 offices in China. The Company expected to
initially charge an installation fee of $6,000 and a monthly maintenance fee of
$1,000 for each terminal installed at the stock brokerages.

         Due to a highly publicized financial scandal within the STAQ Exchange,
not involving the Company or Brighton-STAQ, The Masses has not authorized the
disbursement of the newly invested funds for expansion until the outcome of the
investigation is completed. There is also uncertainty as to when, or if, the
$3,000,000 balance will be invested into the joint venture by the Masses.
Management of the Company is unable to predict the outcome of such
investigation.

         We believe there are significant uncertainties regarding this project
and its continued existence and viability. These uncertainties include (1) an
inability to obtain financing from other partners, (2) the outcome of the
investigation into the STAQ exchange, (3) the technology we invested in is now
dated and (4) a lack of progress in commencing operations. Because of these
uncertainties, we have concluded that our investment in STAQ is impaired on
other than a temporary

                                       5
<PAGE>

basis and therefore we recognized an impairment charge of approximately $1.954
million to reduce the carrying value to its fair value ($0) at December 31,
1999.

MAJOR DEVELOPMENTS DURING 1999/2000

Sale Of The Brighton Industries Corporation ("BIC") and Brighton Equipment
Corporation, Limited ("BEC")

         On July 14, 1999, we completed the sale of BIC and BEC to GIS
Worldtrade Corporation Limited ("GIS"), a Hong Kong corporation. At the time of
the transaction, GIS owned 300,000 shares in the Company, which it had received
as the result of converting a portion of a note payable in June 1998.

         The sale was completed because BIC and BEC were engaged in activities,
which our management concluded were no longer part of its prospective core
businesses. Due to similarities among our customers and operations, BIC and BEC,
management does not consider BIC and BEC to constitute a discontinued operation
or business segment for purposes of financial reporting. Accordingly, our
financial statements do not distinguish between continuing and discontinued
operations.

Attachment Order

         In October 1999, our former subsidiary, BIC, settled a pending
arbitration relating to a technology licensing and engineering services contract
with, Allied Signal, in connection with the China National Contract. As a result
of the settlement agreement, Allied Signal agreed to release $107,000 of cash to
us, which had been subject to a previous Order of Attachment for $357,230 filed
with the Supreme Court of the State of New York. The amount of the settlement
was $350,000, of which $250,000 has been paid through December 31, 1999 with the
balance due on October 1, 2000 Such payments were charged against previously
established accrued liabilities. We also provided Allied Signal with a
confession of judgment in the amount of $750,000 to only be filed in the event
we default under the settlement agreement. To the best of our knowledge and
belief, no defaults on this agreement have been served on us or filed with the
court.

         The order of attachment, combined with the reduction in business caused
by the bombing of the Chinese Embassy in Belgrade, profoundly affected all
aspects of our business, including our ability to solicit new business, purchase
equipment in order to complete existing contracts, and maintain employee morale.
These factors resulted in our experiencing serious cash flow problems.
Management took a number of steps to address these problems. During the first
half of 1999, four employees in the United States and 39 employees in China were
terminated. As a result, we were not been able to file a complete Annual Report
on Form 10-KSB for the years ended December 31, 1998 and 1999 with the United
States Securities and Exchange Commission, thus causing us to become delinquent
in our filings. We then suspended or reduced payments to our vendors and outside
professionals. We subsequently filed a 1998 10-KSB with unaudited financial
statements on November 18, 1999.

Private Placements

         During the first eight months of 2000 we sold 962,000 shares of common
stock in private sales for aggregate proceeds of $428,000. Costs directly
related to the completion of these offerings amounted to $58,819, with 395,000
additional shares issued for related services. We used these proceeds to pay
outstanding balances due to vendors and outside professionals.

         During the first three months of 2001 we sold 1,671,279 shares of
common stock in private sales for aggregate proceeds of $1,253,460. Costs
directly related to the completion of these offerings amounted to $7,500. We
used these proceeds to pay outstanding balances due to vendors, outside
professionals, reduce short-term debt, augment working capital, and to fund
investments in new subsidiaries and new projects.

Our Ability to Continue as a Going Concern

         We received an audit opinion from our independent certified public
accountants on the December 31, 1998 and 1999 financial statements which
contained an explanatory paragraph that describes the uncertainty of the
Company's ability to continue as a going concern due to recurring losses from
operations and a working capital deficiency at December 31, 1999. These
conditions raise substantial doubt of our ability to continue as a going
concern. We cannot assure that our operations or receipt of equity or debt
financing, if any, will be sufficient to fund operating, investing or financing
cash needs.

Asset Impairment

         Due to uncertainties regarding the continued existence and viability of
the Brighton-STAQ project arising from (1) an inability to obtain financing from
its partners, (2) the outcome of the investigation into the STAQ exchange, (3)
the Company's investment in Brighton-STAQ is comprised of dated technology and
(4) a lack of progress over an extended period of time in commencing
Brighton-STAQ's operations; management concluded that their investment in
Brighton-STAQ is impaired on other than a temporary basis. As such, the Company
recognized an impairment charge of approximately $1.954 million to reduce the
carrying value of their investment to its fair value ($-0-) at December 31,
1999.

Our Background

         We were incorporated in the State of Delaware on November 4, 1988 as
Sirone Corporation. On November 1, 1995, we changed our corporate name to Zentex
Corporation. For a period of time prior to

                                       6
<PAGE>

November 11, 1996, under previous management, we were engaged in the
distribution in the United States and Canada of a shampoo and conditioner
treatment. In October 1996, we entered into an acquisition agreement with BIC,
Brighton Electronics Corporation, Ltd. ("BECL"), Mr. Kit Kung and Ms. Hong Yun
and the Brighton Shareholders, pursuant to which effective November 11, 1996, we
acquired all of the issued and outstanding capital stock of BIC and BECL from
the Brighton Shareholders in exchange for the issuance of a controlling interest
in the Company to the Brighton Shareholders. The business purpose of this
transaction was to facilitate the consolidation of BIC and BECL into one
publicly traded entity to attract investment in us. Pursuant to the transaction,
and in furtherance of its new business plan, our name was changed to "Brighton
Technologies Corporation."

Employees

         As of March 31, 2001, we had approximately 24 full-time employees, of
which 2 are executive officers and 22 are administrative personnel.

ITEM 2.           DESCRIPTION OF PROPERTY

         Portland, Oregon: Seedling has relocated its corporate headquarters to
Portland where it occupies approximately 5,000 square feet on the 8th floor of
the Dekum Building. The lease expires on August 7, 2005. The annual rent is
$48,500.

         Los Angeles, California: Seedling signed a three year lease for its
branch office effective March 8, 2001 for 1,100 square feet of office space in
Maple Plaza. The annual rent is $52,272.

         Santiago, Chile: SouthernPlanet, a wholly owned subsidiary, operates
out of shared office space on a month-to-month lease.

         The following properties are subject to leases, for which we may have
liability, however, we do not presently occupy these facilities and we have no
present intentions to occupy these facilities in the near future.

         New Jersey. The Company and BIC have facilities in Allendale, New
Jersey consisting of 5,000 square feet. The lease expires on July 31, 2001. The
annual rent is $57,500.

         Hong Kong. BECL and its subsidiaries have facilities leased by BECL in
Quarry Bay, Hong Kong consisting of Room 1001 on the 10th floor of Eastern
Center. The lease expired on March 22, 2000 and was extended through March 22,
2001. The annual rent is $62,100.

         Chongqing. Brighton-STAQ signed a three-year lease for its branch
office, effective June 15, 1998 and expiring June 15, 2001, for office space in
Chongqing, consisting of five offices on the 29th floor of the ICBC Building in
Chongqing. The annual rents are $4,193 in total.

         Shanghai. Brighton-STAQ signed a two-year lease for its branch office,
effective September 1, 1997 and expiring June 30, 2001, for office space in
Shanghai, consisting of Suite D and E on the 5th Floor of the Nan Yang
Properties Building. The annual rent is $7,729.

ITEM 3.           LEGAL PROCEEDINGS

           We know of no actions where we are the defendant in pending legal
matters or threatened claims.

           Our management works to avoid the expense and distraction of
litigation whenever possible, but at times when litigation is the only path to
settle a dispute it is recognized and managed as a necessary component of
running the business.

         On March 26, 2001 we commenced legal action against Mr. Kit Kung, Hung
Yun, Alan Jurewicz, each of whom were former officers and/or directors of the
Company and Easi-Link.com, Inc. The complaint alleges that the defendants
converted our property and assets, stole corporate opportunities, breached their
fiduciary duty to the Company and breached their employment contracts. The
action is pending in the Superior Court of New Jersey, Law Division, Bergen
County.

         In October 1999 BIC, the Company's former subsidiary, settled a pending
arbitration with Allied-Signal regarding the contractual value of services
provided in the China National project. As a result of a delay in the China
National project, a dispute had arisen with the supplier of the technological
services, Allied-Signal and, as a result and per the terms of the Agreement, an
arbitration hearing was scheduled for November 1999. The dispute was settled
prior to the arbitration hearing. During September 1999, pursuant to the terms
of the settlement agreement, Allied-Signal agreed to the immediate release of
$107,000 to BIC that were previously frozen as a result of a levy issued by the
New York State Supreme Court.

         The amount of the settlement between BIC and Allied totaled $350,000,
of which $250,000 has been paid through December 31, 1999 with the balance due
on October 1, 2000. Such payments were charged against previously established
accrued liabilities. BIC was also required to provide Allied Signal with a
confession of judgment in the amount of $750,000 to only be filed in the event
the Company defaults under this agreement. To the best of our knowledge and
belief, no defaults on this agreement have been served on us or filed with the
Court.

                                       7
<PAGE>

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

           No matters were submitted to a vote of the Company's security holders
during the fourth quarter of the fiscal year ended December 31, 1999.

           On October 27, 2000 the stockholders of record, by written consent in
lieu of a special meeting, approved the Stock Purchase Agreement between our
company and Seedling Technology Ventures, Inc., and approved the appointments of
Douglas B. Spink and Paul R. Peterson to the Board of Directors.

           On March 26, 2001 the stockholders of record, by written consent in
lieu of a special meeting, approved the corporate name change to Seedling
Technologies Corporation.

                                       8
<PAGE>

                                    PART II.

ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Price for the Common Stock

         From April 15, 1998, through August 31, 1999, our Common Stock was
traded on the OTC Bulletin Board under the symbol "BGHT". From September 1, 1999
to the present, our Common Stock has been traded on the Pink Sheets. On March,
7, 2001 we changed our symbol to "SEED." The trading market is limited and
sporadic and should not be deemed to constitute an "established trading market."

         The following table sets forth the range of high ask and low bid prices
for our common stock as quoted on the OTC Bulletin Board during the periods
indicated. Such prices reflect prices between dealers in securities and do not
include any retail markup, markdown or commission and may not necessarily
represent actual transactions. All prices reflect the 1 for 3 reverse stock
split effective October 17, 1997, the 1 for 3 reverse stock split effective
January 26, 1998 and the 1 for 3 forward stock split effective April 15, 1998.

Fiscal Year Ended December 31, 1997              High                Low
------------------------------------            ------               ----
Quarter Ended March 31, 1997                     21.00              16.14
Quarter Ended June 30, 1997                      17.64               9.75
Quarter Ended September 30, 1997                 15.38               7.13
Quarter Ended December 31, 1997                   7.13               1.50

Fiscal Year Ended December 31, 1998
------------------------------------
Quarter     Ended  March 31, 1998                 7.33                1.96
Quarter     Ended  June 30, 1998                 10.69                2.00
Quarter     Ended  September 30, 1998             5.94                2.88
Quarter     Ended  December 31, 1998              2.38                5.75

Fiscal Year Ended December 31, 1999
------------------------------------
Quarter     Ended  March 31, 1999                 3.88                3.88
Quarter     Ended  June 30, 1999                  3.63                3.38
Quarter     Ended  September 30, 1999             1.25                1.25
Quarter     Ended  December 31, 1999               .44                 .44

Fiscal Year Ended December 31, 2000
------------------------------------
Quarter Ended March 31, 2000                      1.13                 1.13
Quarter Ended June 30, 2000                       2.25                 2.00
Quarter Ended September 30, 2000                  2.10                 1.20
Quarter Ended December 31, 2000                   1.40                  .30

Fiscal Year Ending December 31, 2001
------------------------------------
Period ended March 31, 2001                       1.01                 0.30

         As of March 30, 2001, the number of security holders of record of the
Company's Common Stock was 161.

         The Company has not paid any dividends on its common stock and has no
present intention of paying cash dividends in the foreseeable future.

Recent Sales of Unregistered Securities

         At December 31, 1997 we had 3,495,333 shares of our common stock issued
and outstanding. During the year ended December 31, 1998 we sold 738,046 shares
of common stock for a cash consideration of an aggregate of $1,210,169 or $1.64
per share. During that year we issued 20,000 shares of common stock in exchange
for services rendered to us valued at $12,187 or $.61 per share. Lastly, during
that year we converted $425,000 of indebtedness into 300,000 shares of our
common stock. Each of these transactions were claimed to be exempt from
registration under the Securities Act of 1933, as amended, pursuant to Section
4(2) of said Act. Accordingly, at December 31, 1998 we had 4,553,379 shares of
our common stock issued and outstanding.

         During the year ended December 31, 1999 we sold 80,500 shares of common
stock for cash consideration of $35,069 or $.436 per share. During that year we
issued 3,850 shares of common stock in exchange for services rendered to us
valued at $11,589 or $3.01 per share. These transactions were claimed to be
exempt from registration under the Securities Act of 1933, as amended, pursuant
to Section 4(2) of said Act. Accordingly, at December 31, 1999 we had 4,637,729
shares of our common stock issued and outstanding.

         During the year ended December 31, 2000, we issued 962,000 shares of
our common stock for $428,962 or $.446 per share. During that same year we
issued 395,000 shares of common stock in exchange for services rendered to us.
Also during that year we converted $444,964 of indebtedness consisting of the
conversion of a note payable, accrued interest and unpaid payroll into 889,927
shares of our common stock. Each of these transactions were claimed to be exempt
from registration

                                       9
<PAGE>

under the Securities Act of 1933, as amended, pursuant to Section 4(2) of said
Act. At December 31, 2000 we had 6,884,656 shares of our common stock issued and
outstanding.

         During the month of February 2001 we issued an aggregate of 579,617
shares to the persons listed below in connection with a private sale of our
securities. Each investor represented to us that they were "accredited
investors." The shares were issued under the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended.

                                                  Aggregate        Price Per
Name                            No. of Shares   Purchase Price       Share
----                            -------------   --------------       -----
Walter A. North                    22,674       $ 17,005.50          $.75
Jim Cutler                        172,326       $129,244.50          $.75
Jerry Bermensolo                  316,085       $237,064.25          $.75
Brian Brick                        10,109       $  7,581.75          $.75
Jeffery Lichtenstein                3,053       $  2,289.75          $.75
Vernon Summers Jr                  13,232       $  9,924.00          $.75
Vernon Summers Sr                   1,018       $    763.50          $.75
Larry & Sheila Summers              2,036       $  1,527.00          $.75
Brian Brassil                       3,053       $  2,289.75          $.75
Paul O'Brien                        2,545       $  1,908.75          $.75
Information Technology Limited     32,977       $ 24,732.75          $.75
Martin Liebowitz                      509       $    381.75          $.75
                                  -------       -----------
        Total                     579,617       $434,713.25

         On February 20, 2001 we issued an aggregate of 40,968,051 shares of our
common stock in connection with the acquisition of Seedling Technology Ventures,
Inc. In connection with this issuance, Mr. Douglas Spink, our Chief Executive
Officer and Chairman, received 24,404,657 shares and Mr. Paul Peterson, our
President and Director, received 625,760 shares. The issuance of these shares
was claimed to be exempt from registration under the Securities Act of 1933, as
amended, pursuant to Section 4(2) of said Act.

         On March 9, 2001 we sold to Stonepath Group, Inc. 1,091,662 shares of
our common stock for $.75 per share. Stonepath paid $452,900 in cash and forgave
a total of $320,847 in indebtedness and claims. Stonepath represented to us that
they were an "accredited investor." The shares were issued under the exemption
from registration provided by Section 4(2) of the Securities Act of 1933, as
amended.

ITEM 6.            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Overview:

         The historical financial statements consist of the combined financial
statements of BIC and BECL, for all periods presented. The consolidated
financial statements include the accounts of BIC, a United States-based company,
and BECL, a Hong Kong-based holding company with controlling interests in four
Hong Kong subsidiaries and joint ventures.

         We have historically incurred significant losses, which have resulted
in a working capital deficit and stockholders' deficiency of $1,279,423 at
December 31, 1999, which raises substantial doubts about our ability to continue
as a going concern.

         We have historically derived the majority of our revenues from the sale
of industrial equipment in China. During 1999, we experienced a significant
reduction in our existing and anticipated business arising principally from
three factors: (1) the bombing of the Chinese embassy in Belgrade, which caused
a substantial reduction in orders from Chinese Companies to U.S. based firms;
(2) a restraining order obtained by Allied Signal in February 1999 preventing
BIC from using certain cash in its business operations in the sum of $357,230;
and (3) the inability to use certain investment funds for Brighton-STAQ because
of a financial scandal within the STAQ Exchange. As a result of the foregoing
factors, we experienced severe cash constraints in the first half of 1999. In
response to these cash constraints, we found it necessary to implement a
business strategy to reduce costs and conserve cash reserves. As part of this
plan to reduce costs, we laid off 43 employees during the first half of 1999.
These events profoundly affected all aspects of our business, including our
ability to solicit new business, purchase equipment in order to complete
existing contracts, and maintain employee moral. In addition, as discussed, the
Company recognized an impairment charge of approximately $1.954 million on the
Brighton-STAQ investment.

         We historically operated in one business segment: the buying, selling
and installation of computer, communications and industrial equipment. We acted
as an intermediary, purchasing such products from sources in the United States
and selling such products to customers in China. We attempted to shift our
business focus to become an integrated and customized business solutions
provider, especially in the fields of information and communication technologies
and electronic commerce. During that time, we operated through offices in the
United States, Hong Kong and China.

         The majority of our revenues during 1998 and 1999 were derived from
customers based in countries outside the United States, primarily in China.
During the year ended December 31, 1999, revenues from United States-based
operations were $214,312 or 29% of total revenues, and revenues from Far
East-based operations were $522,229 or 71% of total revenues. During the year
ended December 31, 1998, revenues from United States-based operations were
$8,984,820 or 69% of total revenues, and

                                       10
<PAGE>

revenues from Far East-based operations were $4,113,387 or 31% of total
revenues. Due to its common customers, we considered these operations to be
centralized in one segment.

         As a result of the sale of subsidiaries and impairment charges on
investments, the Company has no operations at December 31, 1999.

         The following table sets forth certain historical operating data for
the periods presented:
<TABLE>
<CAPTION>
                                                                      Years Ended December 31,
                                                                 ---------------------------------
                                                                 1999                            1998
                                                  ----------------------------------------------------------------
                                                     Amount                %            Amount              %
                                                   ------------          -----       -----------          ----
<S>                                                <C>                   <C>         <C>                  <C>
   Revenues                                        $    736,541          100.0       $ 13,098,207         100.0
   Cost of revenues                                    (336,324)          45.7        (10,715,786)         81.8
   Operating expenses                                (1,682,158)         228.3         (3,482,073)         26.6
                                                   ------------         ------       ------------         -----
   Loss from operations                              (1,281,941)        (174.0)        (1,099,652)         (8.4)

  Other income (expense), net                           (19,684)          (2.7)          (136,523)         (1.0)
  Write-off of offering costs                                 -            -             (582,685)         (4.4)
  Gain on sale of subsidiaries                        2,427,628          329.6
  Impairment provision - joint venture               (1,954,082)        (265.3)              -              -
  Equity in loss of joint venture                      (250,515)         (34.0)          (284,961)         (2.2)
                                                   ------------         ------       ------------         -----
  Loss before income taxes                           (1,078,594)        (146.4)        (2,103,821)        (16.0)
  Benefit for income taxes                                    -            -               48,000           0.4
                                                   ------------         ------       ------------         -----
  Net loss                                         $ (1,078,594)        (146.4)      $ (2,055,821)        (15.6)
                                                   ============         ======       ============         =====
</TABLE>

  Years Ended December 31, 1998 and 1999:

         Revenues. Revenues for the year ended December 31, 1999 were $736,541
as compared to $13,098,207 for the year ended December 31, 1998, a decrease of
$12,361,666 or 94.4%. Revenues significantly decreased in 1999 as compared to
1998 primarily as a result of the bombing of the Chinese embassy in Belgrade,
which caused a substantial reduction in orders from Chinese companies to
U.S.-based firms, and the sale of BIC and BEC in July of 1999.

         Gross Profit. Gross profit for the year ended December 31, 1999 was
$400,217 or 54.3% of revenues, as compared to $2,382,421 or 18.1% of revenues
for the year ended December 31, 1998. The increase in gross margin in 1999 as
compared to 1998 was primarily a result of the Far East-based operations
representing a larger percentage of the total sales, 71% in 1999 versus 31% in
1998. The Far East-based operations historically generate a greater gross margin
than the United States based operations. The United States-based operation's
sales decrease significantly in 1999 for reasons mentioned above.

         General and Administrative Expenses. General and administrative
expenses decreased by $743,196 or 34.0%, to $1,444,179 or 196.1% of revenues for
the year ended December 31, 1999, as compared to $2,187,375 or 16.7% of revenues
for the year ended December 31, 1998, primarily as a result of the downsizing of
the organization and sale of BIC and BEC during July 1999. In addition, during
1999, four employees in the United States and 39 employees in China were
terminated.

         Selling and Marketing Expenses. Selling and marketing expenses
decreased by $519,426 or 70.5%, to $216,974 or 29.5% of revenues for the year
ended December 31, 1999, as compared to $736,400 or 5.6% of revenues for the
year ended December 31, 1998, primarily as a result of cash constraints on the
business and the sale of BIC and BEC in July 1999, forcing the company to cut
back on its marketing efforts and expenditures.

         Provision for Bad Debt. Provision for bad debt was $ 457,917 for the
year ended December 31, 1998, no provision for bad debt was recorded for the
year ended December 31, 1999.

         Operating Loss. Operating loss increased by $182,289 or 16.6% to
($1,281,941) for the year ended December 31, 1999, as compared to an operating
loss of ($1,099,652) for the year ended December 31, 1998, primarily as a result
of a significant downturn in business during 1999 and offset in part by the
Company's efforts to reduce expenses as a result of its serious cash flow
constraints.

         Interest Expense. For the year ended December 31, 1999, interest
expense and bank fees decreased by $130,215 or 85.1% to $22,872, as compared to
$153,087 for the year ended December 31, 1998, primarily as a result of a
decrease in bank fees related to a bank letter of credit issued in conjunction
with an industrial equipment purchase contract completed in 1998 and the
conversion of a note payable in 1998.

         Interest Income. For the year ended December 31, 1999, interest income
decreased by $34,860 or 95.5%, to $1,639, as compared to $36,499 for the year
ended December 31, 1998, primarily as a result of significantly decreased cash
balances.

                                       11
<PAGE>

         Gain on sale of subsidiaries. During 1999 we sold two of our
subsidiaries, BIC and BEC for nominal consideration resulting in a non-cash gain
on disposal of subsidiaries of approximately $2,400,000. This divestiture was
consummated because our management, at the time, concluded that BIC and BEC were
engaged in businesses, which were no longer part of our core business.

         Write-off of Offering Costs. Deferred offering costs consisted of
capitalized professional fees and related costs incurred in connection with our
proposed public offering of securities. Based on an assessment of market
conditions and other factors, we decided to abandon the offering during the
three months ended March 31, 1998. Accordingly, we wrote off deferred offering
costs of $582,685, which is reflected as a charge to operations during 1998.

         Impairment provision - joint venture. The Company has an equity
investment in the Brighton-STAQ joint venture. Due to uncertainties regarding
the continued existence and viability of the Brighton-STAQ project arising from
(1) an inability to obtain financing from its partners, (2) the outcome of the
investigation into the STAQ exchange, (3) the Company's investment in
Brighton-STAQ's comprised of dated technology and (4) a lack of progress over an
extended period of time in commencing Brighton-STAQ`s operations; management
concluded that their investment in STAQ is impaired on other than a temporary
basis. As such, the Company recognized an impairment charge of approximately
$1.954 million to reduce the carrying value of their investment to its fair
value ($-0-) at December 31, 1999.

         Equity in loss of joint venture. Equity in loss of joint venture
decreased by $34,446 or 12.1% to ($250,515) for the year ended December 31,
1999, as compared to a loss of ($284,961) for the year ended December 31, 1998.
This was a result of a reduction in activity in the joint venture as a result of
the financial scandal within the STAQ exchange. We had an equity investment in
the Brighton-STAQ joint venture. We believe there are significant uncertainties
regarding this project and its continued existence and viability. These
uncertainties include (1) an inability to obtain financing from other partners,
(2) the outcome of the investigation into the STAQ exchange, the technology we
invested in is now dated and (4) a lack of progress in commencing operations.
Because of these uncertainties, we have concluded that our investment in STAQ is
impaired on other than a temporary basis and therefore we recognized an
impairment charge of approximately $1.954 million to reduce the carry value to
its fair value ($0) at December 31, 1999.

         Income Taxes. For the year ended December 31, 1999, we had a
consolidated loss before income taxes of ($1,078,594). For the year ended
December 31, 1998, we had a loss before income taxes of ($2,103,821). For the
year ended December 31, 1998 we recognized a tax benefit of $48,000 relating to
Hong Kong based income taxes. A refund related to this benefit was received in
October 1999. Based on assessment of all available information, including
historical trends, we were unable to conclude that realization of the deferred
tax asset at December 31, 1999 was more likely than not. Accordingly, we
established a 100% valuation allowance on the deferred tax assets related
primarily to our domestic and foreign net operating losses. Reductions in the
valuation allowance will be recorded when, in the opinion of management, our
ability to generate taxable income in the future is considered more likely than
not. At December 31, 1999 we had net operating loss carry forwards for Hong Kong
tax purposes of approximately $1,026,000, which can be carried forward
indefinitely. At December 31, 1999, we had domestic operating losses of
$1,026,000 of Hong Kong net operating losses, to offset future taxable income,
which can be carried forward indefinitely.

         The Company is subject to different tax rates and tax laws because it
operates in various distinct jurisdictions. As a result, the Company may not
necessarily be able to offset its income earned in one jurisdiction against
losses incurred in another jurisdiction. Therefore, the Company anticipates that
its consolidated effective tax rate may vary significantly between periods.

         Net loss. Net loss for the year ended December 31, 1999 was
($1,078,594) or ($.24) per share basic and diluted, as compared to a net loss
for the year ended December 31, 1998 of ($2,055,821) or ($.49) per share basic
and diluted.

Liquidity and Capital Resources:

         Operating. For the year ended December 31, 1999, the Company's
operations used cash resources of $834,748 as compared to providing cash
resources of $515 for the year ended December 31, 1998. The net loss of
($1,078,594), non cash charges of $307,101, impairment provisions of $1,954,082
and increases in accounts payable of $392,291 for 1999 were offset by the non
cash gain of $2,427,628 on the sale of subsidiaries. Changes in operating assets
and liabilities and non cash charges offset the net loss in 1998 and resulted in
the minimal cash flow for the year. The Company had a working capital deficiency
of $1,279,423 at December 31, 1999, as compared to a working capital deficiency
of $449,760 at December 31, 1998, reflecting current ratios of .01:2 and .71:0,
respectively.

         Financing. During the year ended December 31, 1999, the Company sold
80,500 shares of common stock for proceeds of $35,069.

         In order to meet its working capital requirements, the Company has
periodically received funding from Kit Kung, the Chairman of the Board of
Directors, President and Chief Executive Officer, and his family members. The
Company has also periodically made advances to the principals and officers of
the Company. Such advances are unsecured and generally bear no stated interest
rate or terms of repayment. As of December 31, 1999, amounts due to Kit Kung and
his family members aggregated $300,471. During the year ended December 31, 1998,
$414,261 was advanced to the Company by Kit Kung and family members resulting in
a net amount due to Kit Kung and family members of $182,040 at December 31,
1998.

                                       12
<PAGE>

         As a result of the delay in the China National project, the Company's
former subsidiary, BIC was in the process of renegotiating the terms of certain
obligations under the technological licensing arrangements that it entered into
in conjunction with the China National contract. As a result of a dispute with
Allied Signal, arbitration was scheduled to commence in November 1999. The
pending arbitration was settled between Allied Signal and BIC in October 1999.
Pursuant to the terms of the settlement agreement, Allied Signal agreed to the
immediate release of $107,000 in funds that were previously frozen in February
1999 by the New York Supreme Court. The amount of the settlement between the
Company and Allied totaled $350,000, of which $250,000 has been paid through
December 31, 1999 with the balance due on October 1, 2000. Such payments were
charged against previously established accrued liabilities. BIC was also
required to provide Allied Signal with a confession of judgment in the amount of
$750,000 to only be filed in the event the Company defaults under this
agreement.

         Brighton-STAQ was formed to design, develop, install and maintain a
computer network for the trading of securities in China (the "STAQ On-line
Network"). At December 31, 1999, we had an investment of $1,954,082 in
Brighton-STAQ. We account for our investment in Brighton-STAQ under the equity
method of accounting. In April 1999, we entered into a new agreement with a new
joint venture partner, The Masses Mail Order Limited of China ("The Masses") in
the PRC. The new agreement calls for The Masses to invest $4,800,000 and to own
53% of the equity in the joint venture, of which $1,800,000 was invested in July
1999 and the remaining balance of $3,000,000 was to be invested by the end of
1999. In such event, our interest would be reduced to 47% from its initial 90%
investment, but it would retain our position as the managing partner in the
joint venture. In this new agreement, the former joint venture partner, Huazheng
Electronic Technology Co., Ltd., relinquished its 10% equity in the joint
venture company to Brighton-STAQ. The agreement was subject to the approval of
the Beijing Municipal Government, which was granted on June 16, 1999. The
Company accounts for the interest in Brighton-STAQ under the equity method of
accounting as control of Brighton-STAQ was not held by us.

         Due to a highly publicized financial scandal within the STAQ Exchange,
(not involving the Company or Brighton-STAQ), The Masses has not authorized the
disbursement of the newly invested funds for expansion until the outcome of the
investigation is completed. There is also uncertainty as to when the $3,000,000
balance will be invested into the joint venture by the Masses. Management of the
Company is unable to predict the outcome of such investigation.

         Due to uncertainties regarding the continued existence and viability of
the Brighton-STAQ project arising from (1) an inability to obtain financing from
its partners, (2) the outcome of the investigation into the STAQ exchange, (3)
the Company's investment in Brighton-STAQ is comprised of dated technology and
(4) a lack of progress over an extended period of time in commencing
Brighton-STAQ's operations; management concluded that their investment in STAQ
is impaired on other than a temporary basis. As such, the Company recognized an
impairment charge of approximately $1.954 million to reduce the carrying value
of their investment to its fair value ($-0-) at December 31, 1999.

         We received an audit opinion from our independent certified public
accountants regarding the December 31, 1998 and 1999 financial statements which
contained an explanatory paragraph that describes the uncertainty of our ability
to continue as a going concern due to recurring losses from operations and a
working capital deficiency at December 31, 1999. These conditions raise
substantial doubt as to our ability to continue as a going concern. No
assurances can be given that our operations or receipt of equity or debt
financing, if any, will be sufficient to fund our operating cash needs.

Inflation and Currency Matters:

         In recent years, the Chinese economy has experienced periods of rapid
economic growth as well as relatively high rates of inflation, which in turn has
resulted in the periodic adoption by the Chinese government of various
corrective measures designed to regulate growth and contain inflation. Since
1993, the Chinese government has implemented an economic program designed to
control inflation, which has resulted in the tightening of working capital
available to Chinese business enterprises. The recent Asian financial crisis has
resulted in a general reduction in domestic production and sales, and a general
tightening of credit, throughout China. The success of the Company depends in
substantial part on the continued growth and development of the Chinese economy.

         Since the our contracts are generally denominated in United States
dollars and are usually of short duration, we are not subject to any significant
economic exposure from the effects of inflation in China. Foreign operations are
subject to certain risks inherent in conducting business abroad, including price
and currency exchange controls, and fluctuations` in the relative value of
currencies. Changes in the relative value of currencies occur periodically and
may, in certain instances, materially affect our results of operations and the
ability of customers to satisfy obligations owed to us. In addition, the
Renminbi is not freely convertible into foreign currencies. All foreign exchange
transactions involving Renminbi must take place either through the Bank of China
or other institutions authorized to buy and sell foreign exchange, or at a
Foreign Exchange Adjustment Center. The ability to convert the Renminbi is
subject to the availability of foreign currencies.

         The Asian financial crisis has had a negative impact on our operations
by reducing the Chinese economy's growth and general level of activity and
causing uncertainty with respect to the ultimate cost of equipment ordered from
United States-based suppliers, which must be paid for by converting Renminbi
into United States dollars. Although the central government of China has
recently indicated that it does not intend to devalue its currency in the near
future, devaluation still remains a possibility. Should the central government
of China decide to devalue the Renminbi,

                                       13
<PAGE>

the Company believes that such an action would have a detrimental effect on the
Company's operations, by reducing the purchasing power of the Company's Chinese
customers and by decreasing the potential earnings from the STAQ On-line
Network, when measured in United States dollars. Although the functional
currency of certain of the Company's Far East operations is the Hong Kong Dollar
or the Chinese Renminbi, the majority of the Company's transactions are
conducted in United States dollars. Accordingly, the Company does not believe
that devaluation of the Chinese Renminbi would have a material effect on the
Company's consolidated financial position.

Recent Accounting Pronouncements

         In June 1998, the Financial Accounting Standards Board issued Statement
No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
No. 133"), which is effective for financial statements for all fiscal quarters
of all fiscal ears beginning after June 15, 2000. SFAS No. 133 standardizes the
accounting for derivative instruments, including certain derivative instruments
embedded in other contracts, by requiring that an entity recognize those items
as assets or liabilities in the statement of financial position and measure them
at fair value. SFAS No. 133 also addresses the accounting for hedging
activities. The Company will adopt SFAS No. 133 for its fiscal year beginning
January 1, 2000, and does not anticipate that its adoption will have a material
impact on its financial statement presentation and disclosures.

ITEM 7.           FINANCIAL STATEMENTS

         The financial statements are listed at "Index to Consolidated Financial
Statements" and are attached as an exhibit.

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

         None.

                                       14
<PAGE>

                                    PART III.

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

         The following table and text sets forth the names and ages of all
directors and executive officers of the Company and the key management personnel
as of January 31, 2001. The Board of Directors of the Company is comprised of
only one class. All of the directors will serve until the next annual meeting of
stockholders and until their successors are elected and qualified, or until
their earlier death, retirement, resignation or removal. Executive officers
serve at the discretion of the Board of Directors, and are appointed to serve
until the first Board of Directors meeting following the annual meeting of
stockholders. Except as otherwise noted, there are no family relationships among
directors and executive officers. Also provided is a brief description of the
business experience of each director and executive officer and the key
management personnel during the past five years and an indication of
directorships held by each director in other companies subject to the reporting
requirements under the Federal securities laws.

                  DIRECTORS AND EXECUTIVE OFFICERS
                  -------------------------------
        NAME                     AGE        POSITION
        ----                     ---        --------
        Douglas B. Spink         30        Chairman of the Board and
                                           Chief Executive Officer
        Paul R. Peterson         32        President, Secretary and Director
        Kit Kung                 49        Chairman, Resigned December 14, 2000
        Nils A. Ollquist         43        Director Resigned November 3, 2000
        Hong Yun                 45        Director; Resigned November 3, 2000
        Michael Muldavin         79        Director Resigned November 3, 2000


Background and Experience

Douglas B. Spink, Chairman and CEO

         Mr. Spink is the founder of Seedling Technology Ventures, Incorporated.
In addition to day-to-day executive responsibilities, he has authority for all
corporate financing and acquisitions. Prior to founding Seedling, Mr. Spink has
had extensive experience with early stage Internet and technology companies. In
1998 Mr. Spink founded Strategicus Partners, Inc., a technology consultancy and
e-commerce business incubator. That company was acquired by The Stonepath Group,
Inc. (f/k/a Net Value Holdings) in mid-1999, at which point Mr. Spink joined the
board of directors and became that company's Chief Technical Officer.  Mr. Spink
resigned his positions with Stonepath in January 2000. During the past five
years Mr. Spink has invested in, co-founded, or served as an advisor to several
e-commerce companies, including webmodal.com (co-founder and board member),
assetexchange.com (investor), Bidland.com (advisor) and matacat.com (founder,
investor and board member). Prior to Stategicus, Mr. Spink founded and served as
CEO of athletica.com and Timberline Direct, a sports nutritional portal and
direct marketing company, respectively. He sold both of these companies to a
large Northwest retailer in 1998. Mr. Spink was formerly a consultant with the
Boston Consulting Group and an analyst at Leo Burnett & Co., where he consulted
in marketing with Fortune 100 companies.

         Mr. Spink earned his MBA in marketing from the University of Chicago,
his BA in cultural anthropology from Reed College and is currently studying for
his Ph.D. in Systems Science at Portland State University, with a research focus
on quantitative theories of consciousness. Mr. Spink is also the owner of
Timberline Farms LLC, an importer and breeder of Grand Prix showjumping
Holsteiner horses.

Paul R. Peterson, President

         Mr. Peterson is responsible for all aspects of the company's
operations. Mr. Peterson joined Seedling Technology Ventures Incorporated in
January 2000. From February 1998 until January 2000 Mr. Peterson was Vice
President at Discover Mortgage Bank, where he managed cross-collateral lending
on securities and real estate. From January 1996 through January 1998 Mr.
Peterson was the President of Investors Network Corporation, a Honolulu-based
venture capital firm. From June 1994 to December 1995, Mr. Peterson was Vice
President, Corporate Finance of Wall Street Financial, an investment banking
firm and investment holding company.

         Mr. Peterson has a masters degree in International Business Management
from Kansai University of Foreign Studies in Osaka, Japan. Mr. Peterson received
undergraduate degrees from the University of Minnesota and St. Thomas College in
Foreign Languages, Linguistics and International Business and Economics,
respectively.

                                       15
<PAGE>

ITEM 10.          EXECUTIVE COMPENSATION

         The following table sets forth the compensation paid during fiscal
years ended December 31, 1998 and 1999 to the Company's Chief Executive Officer.
No officer of the Company received annual compensation in excess of $100,000 per
annum.

Summary Compensation Table

Name and
Principal Position                           Year             Salary
------------------                           ----             ------
Kit Kung, Chairman, President
 and Chief Executive Officer                 1999            $80,000
                                             1998            $80,000

Compensation Agreements

         We have entered into employment agreements with Paul Peterson and
Douglas Spink. Paul Peterson has a two year agreement with an annual salary of
$115,000 and a six month severance payment due if he is terminated without
cause. Doug Spink has a three year contract with an annual salary of $150,000
and a twelve month severance payment due if he is terminated without cause.

Board of Directors

         During the year ended December 31, 1999, no meetings of the Board of
Directors were held; all corporate actions were conducted by unanimous written
consent of the Board of Directors. Directors receive no compensation for serving
on the Board of Directors, but are reimbursed for any out-of-pocket expenses
incurred in attending board meetings. The Board of Directors established an
audit committee for the year ended December 31, 1999, which consisted of Messrs.
Michael Muldavin and Nils A. Ollquist.

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information as of March 30, 2001
with respect to (i) the beneficial ownership of the Common Stock of the Company
by each beneficial owner of more than 5% of the outstanding shares of Common
Stock of the Company, each director, each executive officer and all executive
officers and directors of the Company as a group, (ii) the number of shares of
Common Stock owned by each person and group and (iii) the percent of the
Company's Common Stock owned.

         As used in this section, the term beneficial ownership with respect to
a security is defined by Rule 13d-3 under the Exchange Act as consisting of sole
or shared voting power (including the power to vote or direct the vote) and/or
sole or shared investment power (including the power to dispose of or direct the
disposition of) with respect to the security through any contract, arrangement,
understanding, relationship or otherwise, subject to community property laws
where applicable. Each person has sole voting and investment power with respect
to the shares of Common Stock, except as otherwise indicated. Beneficial
ownership consists of a direct interest in the shares of Common Stock, except as
otherwise indicated.

                                                              Percentage of
                                    Number of Shares of    Outstanding Common
Name and Address                        Common Stock       Stock Beneficially
Beneficial owner                     Beneficially Owned           Owned
----------------                     ------------------           -----
Douglas B. Spink                       24,334,658                  48.7%
c/o Seedling Technologies Corp
519 SW Third Ave Suite 805
Portland, OR 97204

Kit Kung                                3,604,962 (1)                7.2%
c/o 6 Pearl Court
Allendale, NJ 07401

Paul R. Peterson                          625,760                    1.3%
c/o 519 SW Third Ave, Suite 805
Portland, OR 97204

Hong Yun                                  166,667  (2)               0.3%
c/o 6 Pearl Court
Allendale, NJ 07401

Nils A. Ollquist                            -0-                     -0-
c/o Orient Financial Services
13C, Chinaweal Center
414-424 Jaffe Road Wanchai,
Hong Kong

                                       16
<PAGE>

Michael Muldavin                            -0-                     -0-
c/o 6 Pearl Court
Allendale, NJ 07401

All Directors, executive
officers, and other beneficial
owners as a group                      28,823,571                   57.70%


(1)      Does not include 166,667 shares of Common Stock owned by Hung Yun, Mr.
         Kung's wife.

(2)      Does not include 3,604,962 shares of Common Stock owned by Kit Kung,
         Ms. Yun's husband.

Changes in Control

         We are unaware of any contract or other arrangement except as noted
below, the operation of which may at a subsequent date result in a change in
control of the Company. On November 3, 2000, we entered into a Securities
Exchange Agreement with the shareholders of Seedling Technology Ventures, Inc.
("Seedling") to acquire all of the issued and outstanding shares of Seedling. In
connection with the transaction, we issued an aggregate of 40,968,051 shares to
the shareholders of Seedling Technology Ventures. The transaction was completed
on February 20, 2001 with the issuance of the above mentioned shares. As a
result of the transaction, the Seedling shareholders own approximately 85% of
the outstanding common stock of our company.

ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In order to meet our working capital requirements, we have periodically
received funding from Kit Kung, the Chairman of the Board of Directors,
President and Chief Executive Officer, and his family members. We have also
periodically made advances to the principals and officers of the Company. The
advances relate to personal travel and related expenses incurred on corporate
charge cards. Such advances are unsecured and generally bear no stated interest
rate or terms of repayment. As of December 31, 1999 and 1998, amounts due to Kit
Kung and his family members aggregated $300,471 and $182,040 respectively.
During the years ended December 31, 1998 and 1999, the Company's majority
shareholder and family members advanced an aggregate of $414,261 and $118,431
respectively to the Company.

         During December 1997, the wife of the Company's founder and majority
stockholder, who is an officer and director of the Company, provided a
short-term credit facility to the Company by depositing $500,000 into a
short-term interest-bearing account with a Hong Kong bank as security for the
bank's letter of credit for $2,145,000 issued to a supplier. The full amount of
the letter of credit was disbursed during the six months ended June 30, 1998,
and was repaid in August 1998. The estimated imputed cost of such credit
facility was not significant.

         Salaries and incentive expenses for Kit Kung and his family members
totaled approximately $135,000 and $120,563 for the years ended December 31,
1998 and 1999.

         During July 1999, we completed the divestiture of BIC and BEC to GIS
Worldtrade Corporation Limited ("GIS"), a Hong Kong corporation, which owed
300,000 shares of our common stock. We completed this sale because BIC and BEC
were engaged in businesses which we concluded were no longer part of our
prospectivecore businesses: the China National Contract, in the case of BIC; and
the Yangzhou Brighton joint venture, in the case of BEC.

                                       17
<PAGE>

ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K


a.       Exhibits

Exhibit
Number              Title
------              -----

2.1      Acquisition Agreement with BIC, BECL, Kit Kung and Hung Yun
2.2      Stock Acquisition Agreement with BIC and GIS
2.3      Acquisition Agreement with Brighton-STAQ and The Masses
3.1      Certificate of Incorporation as filed with the Delaware Secretary of
         State *
3.2      Certificate of Correction of Certificate of Incorporation, as filed
         with the Delaware Secretary of State on January 17, 1989
3.3      Articles of Amendment to the Articles of Incorporation, as filed with
         the Delaware Secretary of State on November 1, 1995 *
3.4      Certificate of Amendment to Certificate of Incorporation, as filed with
         the Delaware Secretary of State on October 31, 1996 *
3.5      Certificate of Amendment to Certificate of Incorporation, as filed with
         the Delaware Secretary of State on October 10, 1997 *
3.6      Certificate of Amendment to Certificate of Incorporation, as filed with
         the Delaware Secretary of State on January 22, 1998 *
3.7      Certificate of Amendment to Certificate of Incorporation, as filed with
         the Delaware Secretary of State on April 15, 1998
3.8      By-laws *
10.1     Lease Agreement (Allendale - The Company's and BIC's facilities)
10.2     Lease Agreement Summary (Hong Kong BECL's and its subsidiaries,
         facilities) *
10.3     Lease Agreement Summary (Beijing)*
10.4     Lease Agreement Summary (Beijing)*
10.5     Lease Agreement Summary (Beijing)*
10.6     Lease Agreement Summary (Chongqing)*
10.7     Lease Agreement Summary (Shanghai)*
10.8     Lease Agreement Summary (Shenzhen)*
10.9     Lease Agreement Summary (Wuhan)*
10.10    Agreement with China National*
10.11    Agreement with Allied Signal*
10.12    Agreement with Huazheng for establishment of Brighton-STAQ*
21.1     Subsidiaries of the Registrant*

The financial statements of the Company, which are furnished herein (as an
exhibit) as of December 31, 1999 and 1998 have been audited by BDO Seidman LLP,
independent certified public accountants, as described in its report with
respect thereto.

The following list sets forth a description of each of the Company's financial
statements being filed as part of this Form 10-KSB.

                        BRIGHTON TECHNOLOGIES CORPORATION
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998

      Consolidated Balance Sheets...................................... F - 2

      Consolidated Statements of Operations............................ F - 4

      Consolidated Statements of Stockholders' Deficiency.............. F - 5

      Consolidated Statements of Cash Flows............................ F - 6

      Notes to the Consolidated Financial Statements................... F - 7

      Report of Independent Certified Public Accountants............... F - 22


*        Previously filed as an Exhibit to the Company's Registration Statement
on Form 10-SB, and incorporated herein by reference.

b.       Reports on Form 8-K - Three Months Ended December 31, 1999 - None

                                       18
<PAGE>

                                   SIGNATURES

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

                                            SEEDLING TECHNOLOGIES CORPORATION
                                            (Registrant)



                                            /s/ Douglas B. Spink
                                            --------------------
                                            Douglas B. Spink
                                            Chief Executive Officer

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

      Signature                     Title                           Date
     -----------                    -----                           -----
/s/ Douglas B. Spink          Chief Executive Officer           April 17, 2001
--------------------------
Douglas B. Spink


/s/ Paul R. Peterson           President/Director               April 17, 2001
--------------------------
Paul R. Peterson

                                       19
<PAGE>

                        BRIGHTON TECHNOLOGIES CORPORATION
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998

Consolidated Balance Sheets...............................................F - 2

Consolidated Statements of Operations.....................................F - 4

Consolidated Statements of Stockholders' Deficiency.......................F - 5

Consolidated Statements of Cash Flows.....................................F - 6

Notes to the Consolidated Financial Statements............................F - 7

Report of Independent Certified Public Accountants........................F - 22


                                       F-1
<PAGE>
<TABLE>
<CAPTION>

Brighton Technologies Corporation
Consolidated Balance Sheets
                                                                                                   December 31,
                                                                                                   -----------
                                                                                                1999           1998
                                                                                           ------------   --------------
<S>                                                                                        <C>            <C>
ASSETS
Current assets:
  Cash and cash equivalents                                                                $    6,565     $     687,813
  Cash-restricted (Note 1)                                                                          -           250,230
  Refundable income taxes (Note 7)                                                                  -            48,000
  Accounts receivable (net of allowance for doubtful accounts
    of $272,000 in 1998                                                                             -         2,838,146
  Inventories (Note 1)                                                                                          232,488
  Prepaid expenses                                                                                              198,595
  Advances to customers (Note 8)                                                                              1,211,166
                                                                                           ----------------------------
      Total current assets                                                                      6,565         5,466,438
                                                                                           ----------------------------
Fixed assets: (Note 3)
  Furniture and equipment                                                                                       424,115
  Less: accumulated depreciation                                                                               (258,169)
                                                                                           ----------------------------
      Net fixed assets                                                                                          165,946
                                                                                           ----------------------------
Other assets:
  Investment in and advances to joint venture (Note 8)                                              -         1,997,324
  Deposits                                                                                                       22,351
                                                                                           ----------------------------
      Total other assets                                                                            -         2,019,675
                                                                                           ----------------------------
      Total assets                                                                         $    6,565     $   7,652,059
                                                                                           ============================
</TABLE>
           See accompanying notes to consolidated financial statements

                                       F-2
<PAGE>
<TABLE>
<CAPTION>

Brighton Technologies Corporation
Consolidated Balance Sheets (continued)
                                                                                                   December 31
                                                                                                   -----------
                                                                                                1999           1998
                                                                                           ------------   --------------
<S>                                                                                        <C>            <C>
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
  Accounts payable                                                                         $   390,594    $   2,244,655
  Accrued expenses                                                                             444,923          548,266
  Accrued licensing costs                                                                            -          350,230
  Billings in excess of costs and accumulated gross profit on
    uncompleted contracts (Note 4)                                                                   -        1,648,894
  Payables to stockholders and related parties (Note 2)                                        300,471          182,040
  Customer deposits (Note 8)                                                                         -        2,222,044
  Deferred revenue                                                                                              286,690
  Note payable (Note 5)                                                                        150,000          150,000
  Taxes payable                                                                                      -           63,000
                                                                                           ----------------------------
      Total current liabilities                                                              1,285,988        7,695,819

Long-term liabilities
  Deferred taxes (Note 7)                                                                            -          456,000
                                                                                           ----------------------------
      Total long-term liabilities                                                                    -          456,000
                                                                                           ----------------------------

Commitments and contingencies (Note 8)
Stockholders' deficiency (Notes 1 and 6):
  Preferred stock, $.001 par value;
    authorized - 5,000,000 shares;
    issued - none
  Common stock, $.001 par value;
    authorized - 100,000,000 shares;
    issued - 4,637,729 and 4,553,379 shares
    at December 31, 1999 and 1998, respectively                                                  4,638            4,553
  Additional paid-in capital                                                                 3,787,654        3,488,808
  Accumulated deficit                                                                       (5,035,152)      (3,956,558)
  Shares held in escrow (Note 6)                                                               (36,563)         (36,563)
                                                                                           ----------------------------
      Net stockholders' deficiency                                                          (1,279,423)        (499,760)
                                                                                           ----------------------------
      Total liabilities and stockholders' deficiency                                       $     6,565    $   7,652,059
                                                                                           ============================
</TABLE>
           See accompanying notes to consolidated financial statements

                                       F-3
<PAGE>
<TABLE>
<CAPTION>
Brighton Technologies Corporation
Consolidated Statements of Operations

                                                                                       Year Ended
                                                                                       December 31,

                                                                                    1999         1998
                                                                                -----------  ------------
<S>                                                                             <C>          <C>
Revenues                                                                        $   736,541  $ 13,098,207
Cost of revenues                                                                    336,324    10,715,786
                                                                                -------------------------
  Gross profit                                                                      400,217     2,382,421
                                                                                -------------------------
Operating expenses:
  General and administrative                                                      1,444,179     2,187,375
  Selling and marketing                                                             216,974       736,400
  Depreciation and amortization                                                      22,127       112,183
  Provision for bad debt                                                                  -       457,917
  Foreign currency transaction gains                                                 (1,122)      (11,802)
                                                                                -------------------------
      Total operating expenses                                                    1,682,158     3,482,073
                                                                                -------------------------
      Loss from operations                                                       (1,281,941)   (1,099,652)
                                                                                -------------------------
Other income (expense):
  Interest expense and bank fees                                                    (22,872)     (153,087)
  Interest income                                                                     1,639        36,499
  Write-off of offering costs (Note 6)                                                    -      (582,685)
  Miscellaneous income (expense)                                                      1,549       (19,935)
  Impairment provision - joint venture (Note 9)                                  (1,954,082)            -
  Equity in loss of joint venture (Note 8)                                         (250,515)     (284,961)
  Gain on disposal of subsidiaries (Note 8)                                       2,427,638             -
                                                                                -------------------------
      Total other income (expense), net                                             203,347    (1,004,169)
                                                                                -------------------------
      Loss before income taxes                                                   (1,078,594)   (2,103,821)

Income taxes (benefit) (Note 7)                                                           -       (48,000)
                                                                                -------------------------
Net loss                                                                        $(1,078,594) $ (2,055,821)
                                                                                =========================
Net loss per common share (Note 1):
                      - basic                                                   $     (0.24) $      (0.49)
                                                                                =========================
                      - diluted                                                 $     (0.24) $      (0.49)
                                                                                =========================

Weighted average common shares outstanding:
                      - basic and diluted                                         4,584,062     4,162,834
                                                                                =========================
</TABLE>
           See accompanying notes to consolidated financial statements

                                       F-4
<PAGE>
<TABLE>
<CAPTION>
Brighton Technologies Corporation
Consolidated Statements of Stockholders' Equity (Deficiency)
For the Years Ended December 31, 1999 and 1998

                                                           Common Stock         Additional    Accumulated    Shares Held
                                                       Shares       Amount    Paid In Capital   Deficit       In Escrow     Total
                                                       ------       ------    ---------------   -------       ---------     -----
<S>                                                   <C>           <C>         <C>           <C>            <C>        <C>
Balance as previously reported, December 31, 1997     3,495,333     $ 3,495     $ 1,907,396   $ (2,483,422)             $ (572,531)

Effects of adjustment (Note 6)                                                      582,685                                582,685
                                                   --------------------------------------------------------------------------------
Balance as restated, December 31, 1997                3,495,333       3,495       1,907,396     (1,900,737)          -      10,154

Sale of common stock                                    738,046         738       1,209,431                              1,210,169

Common stock issued in exchange for services             20,000          20          48,730                    (36,563)     12,187

Costs related to the sale of common stock                                          (121,449)                              (121,449)

Conversion of note payable and accrued interest
  into common stock                                     300,000         300         424,700                                425,000

Stock options issued below market value to employee                                  20,000                                 20,000

Net loss for the period                                                                         (2,055,821)             (2,055,821)
                                                   --------------------------------------------------------------------------------
Balance, December 31, 1998                            4,553,379       4,553       3,488,808     (3,956,558)    (36,563)   (499,760)

Sale of common stock                                     80,500          81          34,988                                 35,069

Stock option issued below market value to employee                                   45,000                                 45,000

Common stock issued in exchange for services              3,850           4          11,585                                 11,589

Effects of dilution of investment in joint venture                                  207,273                                207,273

Net loss for the period                                                                         (1,078,594)             (1,078,594)
                                                   --------------------------------------------------------------------------------
Balance, December 31, 1999                            4,637,729     $ 4,638   $ 3,787,654 $ (5,035,152)      (36,563) $ (1,279,423)
                                                   ================================================================================
</TABLE>
           See accompanying notes to consolidated financial statements

                                       F-5
<PAGE>
<TABLE>
<CAPTION>
Brighton Technologies Corporation
Consolidated Statements of Cash Flows

                                                                         Year Ended
                                                                         December 31,
                                                                         ------------
                                                                     1999           1998
                                                                ------------    ------------
<S>                                                             <C>             <C>
Cash flows from operating activities:
  Net loss                                                      $ (1,078,594)   $ (2,055,821)

  Adjustments to reconcile net loss to net cash
   (used in) provided by operating activities:
     Gain on disposal of subsidiaries                             (2,427,628)              -
     Depreciation and amortization                                         -         150,938
     Impairment provision - joint venture                          1,954,082               -
     Equity in loss of joint venture                                 250,515         284,961
     Provision for bad debts                                               -         457,917
     Non-cash compensation expense                                    56,586          32,188
     Write-off of deferred offering costs                                  -         582,685

  Changes in operating assets and liabilities
   (net of effects of disposal of subsidiaries):
     Refundable income taxes                                          48,000         (48,000)
     Accounts receivable and advances to customers                                (1,500,828)
     Costs and accumulated gross profit in excess of billings
       on uncompleted contracts                                            -       2,001,521
     Inventories                                                                    (129,378)
     Prepaid expenses                                                      -         403,815
     Other current assets                                                  -           1,000
     Deposits                                                              -          (2,242)
     Accounts payable                                                362,291       1,409,001
     Accrued expenses                                                               (111,350)
     Billings in excess of costs and accumulated gross profit
       on uncompleted contracts                                                   (1,643,097)
     Accrued licensing costs                                                         (99,770)
     Deferred revenue                                                                194,931
     Customer deposits                                                                72,044
                                                                ----------------------------

Net cash (used in) provided by operating activities                 (834,748)            515
                                                                ----------------------------
Cash flows from investing activities:
  Decrease (increase) in restricted cash                                            (250,230)
  Investment in and advances to joint venture                                       (544,113)
  Acquisition of fixed assets                                                        (45,629)
                                                                ----------------------------

  Net cash used in investing activities                                    -        (839,972)
                                                                ----------------------------
Cash flows from financing activities:
  Sale of common stock, net of related costs                          35,069       1,088,720
  Repayment of note payable                                                -        (233,855)
  Advances from related parties                                      118,431         414,261
                                                                ----------------------------
  Net cash provided by financing activities                          153,500       1,269,126
                                                                ----------------------------

  Net (decrease) increase in cash and cash equivalents              (681,248)        429,669
  Cash and cash equivalents, at beginning of period                  687,813         258,144
                                                                ----------------------------
  Cash and cash equivalents, at end of period                   $      6,565    $    687,813
                                                                ============================
Supplemental cash flow information:
  Income taxes paid                                             $    (48,000)   $      1,566
                                                                ============================
  Interest paid                                                 $     23,000    $        851
                                                                ============================
Non-cash investing and financing activities:
  Conversion of note payable and accrued interest into
    common stock                                                $          -    $    425,000
                                                                ============================
Dilution of investment in joint venture                         $    207,273    $          -
                                                                ============================
</TABLE>

           See accompanying notes to consolidated financial statements

                                       F-6
<PAGE>

                        Brighton Technologies Corporation

                   Notes to Consolidated Financial Statements

1.   Summary of Significant Accounting Policies

     Principles of consolidation and organization (see Note 10)

     The accompanying  consolidated financial statements include the accounts of
     Brighton  Technologies  Corporation  (the  "Company")  and its wholly owned
     subsidiaries,  Brighton  Industries  Corporation  ("BIC") (a United  States
     operating   company  through  July  14,  1999)  and  Brighton   Electronics
     Corporation   Limited  ("BECL"),   a  Hong  Kong  operating  company.   The
     consolidated financial statements include all of the Company's subsidiaries
     and  partnerships  in  which  the  Company  has  a  controlling   interest.
     Investments  in companies  over which the Company has  influence  but not a
     controlling  interest are accounted for using the equity method.  All inter
     company accounts and transactions are eliminated in consolidation.

     BIC was a Delaware Corporation, which principally conducted its business in
     the People's Republic of China ("PRC") through registered PRC offices.  BIC
     acted  as  the  purchaser  and  distributor  of  third  party  manufactured
     industrial, telecommunication and computer equipment for PRC customers. BIC
     had also entered into a long-term  contract  with China  National  Chemical
     Construction  Chongqing Company ("China National") to provide assistance in
     the design and construction of a sodium bichromate  production plant in the
     PRC. (See Notes 8 and 9).

     BECL is located in and  incorporated  in Hong Kong and is an investment and
     holding  company for PRC  entities.  BECL's  entities,  which include three
     majority-owned subsidiaries (through July 14, 1999) and two joint ventures,
     are  involved  in  the  buying,   selling  and  installation  of  computer,
     communications  and industrial  equipment.  One of the joint ventures,  the
     "Brighton-STAQ Electronic System Corporation"  ("Brighton-STAQ") was formed
     to design,  install  and  maintain a computer  network  for the  trading of
     securities  in the PRC.  The Company  accounts  for its equity  interest in
     Brighton-STAQ under the equity method of accounting as control was not held
     by the  Company  (see Note 8). Due to its  common  customers,  the  Company
     considers its operations to be centralized in one segment.

     As a result of the  aforementioned  sales of  subsidiaries  and  impairment
     charges  recognized  on its  Brighton-STAQ  investment  (see  Note 8),  the
     Company  has no  operations.  As  disclosed  in Note 10,  the  Company  and
     Seedling Technology Ventures,  Inc. ("Seedling") have executed a Securities
     Exchange Agreement,  which has resulted in the Seedling shareholders owning
     approximately 85% of the Company.  Management may consider  acquisitions of
     independent companies if market conditions allow.

                                       F-7
<PAGE>

                        Brighton Technologies Corporation

                   Notes to Consolidated Financial Statements

     Going Concern

     The  Company's   consolidated   financial  statements  are  prepared  using
     generally  accepted  accounting  principles  applicable to a going concern,
     which contemplates the realization of assets and liquidation of liabilities
     in the normal course of business.  During 1999,  the Company  experienced a
     significant reduction in its existing and anticipated business arising from
     customers  in the PRC and the Pacific  Rim.  The  Company has  historically
     incurred  significant  losses,  which have resulted in working  capital and
     stockholders'  deficiencies of $1,279,423 at December 31, 1999, which raise
     substantial  doubt  about the  Company's  ability  to  continue  as a going
     concern.

     The  accompanying  consolidated  financial  statements  do not  include any
     adjustments  relating to the  recoverability  and  classification  of asset
     carrying amounts or the amount and classification of liabilities that might
     result from the outcome of this uncertainty (see Note 10).

     Sale of Subsidiaries

     On July 14, 1999, the Company sold BIC and Brighton  Equipment  Corporation
     ("BEC"),  a wholly-owned  subsidiary of BECL, to a stockholder  for minimal
     consideration  and the  assumption  of all  liabilities  arising  from  the
     operations of BEC and BIC.

     In connection with the sale of these subsidiaries, the Company recognized a
     non-cash  gain  of  approximately   $2.4  million,   which  represents  the
     assumption of the  subsidiaries  net  liabilities  by the buyer.  Under the
     terms of the sale,  the  acquiring  entity  assumes or retains  any ongoing
     liabilities  or  service  obligations.  As  such,  there  are  no  recorded
     liabilities  related to these divested businesses at December 31, 1999. Due
     to similarities among the customers and operations of the Company,  BIC and
     BEC,  management does not consider BIC and BEC to constitute a discontinued
     operation  or  business  segment  for  purposes  of  financial   reporting.
     Accordingly,  the Company's financial statements do not distinguish between
     continuing and discontinued operations.

     The following unaudited  summarized proforma information for the year ended
     December  31, 1999 assumes that the sale of BIC and BEC occurred on January
     1, 1998:

                                              Years Ended December 31,
                                            1999                      1998
--------------------------------------------------------------------------------
Net revenues                          $            -           $         -
Income (loss) from operations              1,103,000                (936,000)
Net income (loss)                         (1,127,000)                501,000
Income (loss) per share:
 Basic                                          0.25                    0.12
 Diluted                                        0.25                    0.12
--------------------------------------------------------------------------------

     In preparing the proforma  information  there were no proforma  adjustments
     reflected,  other than the  exclusion of the BIC and BEC  operating  losses
     from January 1, 1998 through the disposal  date and the effects of the gain
     on disposal, which is reflected in 1998.

                                       F-8
<PAGE>

                        Brighton Technologies Corporation

                   Notes to Consolidated Financial Statements

     The  proforma   results  of  operations   information  is  not  necessarily
     indicative  of the results of  operations  that would have occurred had the
     disposal  been  consummated  at the  beginning  of  1998 or of  results  of
     operations in future periods.

     Foreign Currencies

     For BECL subsidiaries and BIC branch offices,  whose functional currency is
     the Hong Kong  Dollar  or the PRC  Renminbi,  balance  sheet  accounts  are
     translated  at  exchange  rates in effect at the end of the year and income
     statement  accounts are translated at average  exchange rates for the year.
     Translation adjustments were not material as of December 31, 1999 and 1998.
     For the  majority of BIC  transactions,  revenues and costs are invoiced in
     United  States  dollars.  Accordingly,  the  effects  of  foreign  exchange
     transaction  gains or losses are not  material.  The Company does not enter
     into foreign currency forward exchange  contracts to hedge foreign currency
     exposures.

     Revenue Recognition

     The Company accounted for its long-term contract with China National on the
     percentage-of-completion  method  and  income  was  recognized  as  work on
     contracts  progress,  but estimated  losses on contracts in progressed were
     charged to operations  immediately.  The Company generally billed customers
     in accordance  with  contractual  terms.  At December 31, 1998,  management
     estimated  that the  Company  would,  at a minimum,  recover its outlay for
     expenses when the projects are completed.  Accordingly,  no loss provisions
     for such contracts were recorded during 1998 (see Note 8).

     For short-term contracts and projects, revenue is recognized on the accrual
     basis as goods are shipped and services are performed.

     Income Taxes

     The Company  accounts for income taxes using the  liability  method,  which
     requires an entity to recognize deferred tax liabilities and assets for the
     expected future tax consequences of events that have been recognized in the
     Company's financial statements or tax returns. Under this method,  deferred
     tax liabilities and assets are determined  based on the difference  between
     the financial  statement  carrying amounts and tax basis of liabilities and
     assets using enacted tax rates in effect in years in which the  differences
     are  expected to reverse.  Valuation  allowances  are  established  against
     deferred tax assets when management  concludes that the realization of such
     deferred tax assets cannot be considered more likely than not.

     Income tax expense  (benefit) is determined on a separate company basis and
     includes current Federal, foreign and state current and deferred taxes.

                                       F-9
<PAGE>

                        Brighton Technologies Corporation

                   Notes to Consolidated Financial Statements

     Cash Equivalents

     The Company considers all highly liquid debt instruments with a maturity of
     three months or less at the date of purchase to be cash equivalents.

     Restricted Cash

     Restricted  cash consists of cash  maintained in a demand account which was
     attached and restricted from operations as a result of a court order.  (See
     Note 9)

     Concentration of Credit Risk

     The Company is potentially  subject to a concentration  of credit risk with
     respect to its trade receivables and advances to customers.

     The  Company  performs  initial  and  ongoing  credit  evaluations  of  its
     customers  and  periodically   reviews  the   collectibility   of  accounts
     receivable and advances to customers, although a significant portion of the
     Company's  business  is done on the  basis of  letters  of  credit  or cash
     advances with a relatively  limited number of customers.  Accordingly,  the
     Company  provides an allowance  for its  estimate of accounts  deemed to be
     uncollectible.  Provision  for bad debts for the years ended  December  31,
     1999 and 1998  amounted to  approximately  $0 and  $458,000,  respectively.
     During 1998 a receivable  for $308,000 from a PRC customer was deemed to be
     uncollectible and was written off in full.

     Inventories

     Inventories  consist  of  purchased  goods  used to  fulfill  signed  sales
     contracts and purchase orders that remain  undelivered at December 31, 1998
     and  are  stated  at the  lower  of  cost  or  market  using  the  specific
     identification method. There is no inventory at December 31, 1999.

     Organization Costs

     Costs incurred in connection with the  incorporation of the Company and the
     formation of its current  structure were capitalized and amortized  through
     December 31, 1997. The  unamortized  portion of these costs was written off
     in full during the year ended  December  31, 1998.  Effective  December 31,
     1998, the Company adopted AICPA  Statement of Position 98-5,  "Reporting on
     the  Costs  of  Start-Up  Activities."   Accordingly,   costs  of  start-up
     activities, including organization costs, are expensed as incurred.

                                      F-10
<PAGE>

                        Brighton Technologies Corporation

                   Notes to Consolidated Financial Statements

     Fixed Assets

     Fixed  assets are carried at cost and are  depreciated  over the  estimated
     useful lives of the related  assets  (generally 2 to 5 years) on a straight
     line basis. The cost of leasehold improvements is amortized over the lesser
     of the length of the related  leases or the  estimated  useful lives of the
     assets. Assets purchased,  but not utilized in operations,  are not subject
     to  depreciation.  Expenditures  for maintenance and repairs are charged to
     expense as incurred.

     Benefit Plans

     BIC has no pension or profit sharing plans. BECL has a defined contribution
     plan covering qualified  participants.  The amount of contributions for the
     years  ended  December  31,  1999 and 1998 were  approximately  $4,000  and
     $8,000, respectively.

     Long-Lived Assets

     In accordance with Statement of Financial Accounting Standards ("SFAS") No.
     121, "Accounting for the Impairment of Long-Lived Assets and for Long-lived
     Assets to be Disposed  of",  the  Company  evaluates  impairment  losses on
     long-lived   assets  used  in  operations,   primarily   fixed  assets  and
     investments in joint ventures,  when events and circumstances indicate that
     the assets might be impaired and the  undiscounted  cash flows estimated to
     be generated  by those  assets are less than the carrying  amounts of those
     assets (see Note 8).

     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 the  reported  amounts of revenues  and expenses
     during the reporting period. Actual amounts could differ from the estimates
     made. Management  periodically  evaluates estimates used in the preparation
     of the  financial  statements  for  continued  reasonableness.  Appropriate
     adjustments,  if any, to the estimates  used are made  prospectively  based
     upon such periodic evaluation.

     Earnings (Loss) Per Share

     Basic  loss  per  share  excludes  the  dilutive  effects  of  options  and
     convertible securities,  if any, and is computed by dividing loss available
     to common  stockholders  by the weighted  average  number of common  shares
     outstanding for the period.

                                      F-11
<PAGE>

                        Brighton Technologies Corporation

                   Notes to Consolidated Financial Statements

     Potential  common  shares for the years ended  December  31, 1999 and 1998,
     totaling 256,725 and 64,754, respectively,  (comprised of options, warrants
     and  convertible  notes) were not included in the  calculations  of diluted
     loss per share since such effects would be antidilutive.

     Comprehensive Income

     In 1997, the Financial  Accounting Standards Board ("FASB") issued SFAS No.
     130,   "Reporting   Comprehensive   Income".   This  standard   established
     requirements for the reporting and display of comprehensive  income and its
     components  in  a  full  set  of  general  purpose  financial   statements.
     Comprehensive  income is the total of net  income  and all other  non-owner
     changes in equity.  The objective of this  statement is to report a measure
     of all changes in equity of a company  that result  from  transactions  and
     other economic  events in the period other than  transactions  with owners.
     The Company  adopted SFAS No. 130 during the first  quarter of fiscal 1998,
     and has no material  comprehensive  income components to report in 1999 and
     1998.

     Recent Accounting Pronouncement

     In June 1998, the Financial Accounting Standards Board issued Statement No.
     133, "Accounting for Derivative  Instruments and Hedging Activities" ("SFAS
     No.  133"),  which is effective  for  financial  statements  for all fiscal
     quarters of all fiscal quarters beginning after June 15, 2000. SFAS No. 133
     requires the recognition of all derivatives as either assets or liabilities
     in the Company's balance sheet and measurement of those instruments at fair
     value.  To date, the Company has not entered into any derivative or hedging
     activities,  and, as such does not expect that the  adoption of SFAS No.133
     will have a material effect on the Company's financial statements.

     Reclassifications

     Certain  prior period  amounts have been  reclassified  to conform with the
     current year presentation.

2.   Related Parties

     Receivables and Liabilities

     In  order  to meet  its  working  capital  requirements,  the  Company  has
     periodically  received  funding  from the  Company's  founder and  majority
     stockholder and his family members. The

                                      F-12
<PAGE>

                        Brighton Technologies Corporation

                   Notes to Consolidated Financial Statements

     Company  has  also  periodically  made  advances  to or on  behalf  of  the
     principals  and officers of the Company.  Such  advances are  unsecured and
     generally  bear no  stated  interest  rate or  terms  of  repayment.  As of
     December  31,  1997,  amounts due from the  Company's  founder and majority
     stockholder  and his family members  aggregated  $232,221.  During 1998 and
     1999, the Company's  majority  shareholder  and family members  advanced an
     aggregate of $414,261 and $118,431, respectively, to the Company, resulting
     in a balance due to of $300,471 and $182,040 at December 31, 1999 and 1998,
     respectively.

     General and Administrative Expenses

     Salaries and  incentives  expenses for the  Stockholder  and members of his
     family  totaled  approximately  $22,000  and  $118,000  for the years ended
     December 31, 1999 and 1998, respectively.

3.   Fixed Assets

     Fixed assets at December 31, 1998 are comprised of the following:

     Equipment                                                    $352,047
     Furniture and fixtures                                         30,561
     Leasehold improvements                                         18,027
     Vehicles                                                       23,480
     Less: Accumulated depreciation                               (258,169)
                                                               -------------
              Total                                               $165,946
                                                               =============

     As a result of the sale of  subsidiaries,  there are no  significant  fixed
     assets at December 31, 1999. The Company leases certain  equipment which is
     accounted for as an operating lease (see Note 8).

4.   Long-Term Contracts

     At  December  31,  1998,  costs,  estimated  gross  profit and  billings on
     uncompleted long-term contracts of BIC were accounted for on the percentage
     of  completion  method.  These  amounts are  included  in the  accompanying
     balance sheet under the following captions:

     Costs and accumulated gross profit in excess of
       billing on uncompleted contracts                       $        -

     Billings in excess of costs and accumulated gross
       profit on uncompleted contracts                         1,648,894
                                                              ----------
                                                              $1,648,894
                                                              ==========

     During 1998, a project related to the sale and installation of elevators at
     a hotel in China  was  halted as a result of  insufficient  funding  by the
     owners of the hotel.  As a result,  the estimated net costs and accumulated
     gross  profit in excess  of  billings  on this  uncompleted  contract  were
     written off,

                                      F-13
<PAGE>

                        Brighton Technologies Corporation

                   Notes to Consolidated Financial Statements

     resulting in a charge to the Company of approximately $358,000. This amount
     was included in cost of sales in the  consolidated  statement of operations
     for the year ended December 31, 1998.

5.   Note Payable

     During January 1996, BECL entered into a convertible  demand note agreement
     with a third party, with interest at 5% per annum. The note was convertible
     into Company common stock at prevailing market values. The note,  including
     accrued  interest and  principal,  had a balance of $620,101 as of December
     31, 1997. During June 1998, the Company settled the note, including accrued
     interest,  for $248,000 in cash and 300,000  shares of common stock (valued
     at $425,000).

     On  February  25,  1997,  the  Company  entered  into an  agreement  with a
     consulting firm for business advisory services. Pursuant to that agreement,
     the Company paid the consulting firm $25,000 and issued a one-year note for
     $150,000.  The note which became due on February 24,  1998,  is  unsecured,
     with  interest,  at 10% per  annum,  to  accrue  until  the due date and is
     convertible  at the option of the Company into a maximum  225,000 shares of
     common stock.  On February 25, 1998,  the note became  payable upon demand,
     including  principal  and  interest  at 12%  per  annum.  The  $150,000  is
     outstanding at December 31, 1999 and the Company contemplates negotiating a
     settlement of this obligation and the related payment terms.

6.   Stockholders' Equity (see Note 10)

     Private Placements

     During the year ended December 31, 1998, the Company sold 738,046 shares of
     common stock in private sales for aggregate  proceeds of $1,210,169.  Costs
     directly related to the completion of these offerings  amounted to $121,449
     and were charged directly to additional paid-in capital in 1998.

     During the year ended  December 31, 1999, the Company sold 80,500 shares of
     common stock in private sales for aggregate proceeds of $35,069.

     Stock Issued for Services

     In December 1998,  the Company  entered into an agreement with a consulting
     firm for  business  advisory  services in return for the issuance of 20,000
     shares of common stock to the firm. The values  ascribed to the shares were
     based on the fair  market  value of the  Company's  stock on the  agreement
     date. Pursuant to the terms of the agreement,  15,000 shares were deposited
     in escrow  subject to the receipt of an investment  of $1,000,000  (net) to
     the Company, which has not yet occurred.

                                      F-14
<PAGE>

                        Brighton Technologies Corporation

                   Notes to Consolidated Financial Statements

     Preferred Stock

     The Company has 5,000,000  authorized  shares of preferred  stock,  none of
     which have been issued as of December  31,  1999.  The  Company's  Board of
     Directors  reserves  the right to  determine  the rights,  preferences  and
     privileges of the preferred stock.

     Stock Options

     During 1997,  the Company  entered into a letter of agreement with a public
     relations firm to provide corporate and investor relations.  In conjunction
     therewith,  the Company issued the public relations firm a three year stock
     option to purchase  8,334 shares of common stock with an exercise  price of
     $7.50 per share,  which was the fair market value on the date of the grant.
     The fair value of this stock option  grant of  approximately  $24,000,  was
     charged  to  operations  in 1997.  No  options  have been  exercised  as of
     December 31, 1999.

     In July 1998,  the Company  entered into an employment  agreement  with its
     Chief Financial Officer which provides for a grant of 130,000 stock options
     based on 50% of base  compensation  pursuant to which the Company's  common
     stock may be purchased at a 50% discount  from the fair market value at the
     date of grant. The Company  recognized  $20,000 and $45,000 of expense with
     respect to the  intrinsic  value of these  stock  options  during the years
     ended December 31, 1998 and 1999, respectively.  No stock options have been
     granted or exercised as of December 31, 1999.

     At December 31, 1999,  the Company  granted or committed a total of 138,334
     options which have not been  exercised.  The weighted  average price of the
     options granted or committed is $0.64. The proforma effects of adopting the
     accounting   provisions  of  Statement  of  Accounting   Standard  No.  123
     "Accounting for Stock-based Compensation" are not material.

     Reserved Shares

     At December 31, 1999 the Company had reserved  approximately 160,000 common
     shares for issuance  under terms of various  options,  warrants and service
     agreements.

     Offering Costs -Restatement

     In 1998,  the Company  adjusted  opening  retained  earnings (as previously
     reported)  for  $582,685  of  capitalized  offering  costs  arising  from a
     contemplated equity offering that was not consummated in 1998. Such amounts
     were previously expensed in the Company's year ended December 31, 1997 and,
     as a  result  of the  restatement,  the  charge  is  recorded  in the  1998
     statement of operations.

                                      F-15
<PAGE>

                        Brighton Technologies Corporation

                   Notes to Consolidated Financial Statements

     Increase in Authorized Shares

     In 1996, the Company's  stockholders approved an amendment to the Company's
     Certificate of Incorporation  to establish the number of authorized  shares
     of common stock of the Company at 100,000,000  shares,  with a par value of
     $.001 per  share  and also  approved  a one for  three  stock  split of the
     Company's  common stock  outstanding  at that time. On October 17, 1997 and
     January 26, 1998, the Company subsequently  effected separate one for three
     stock  splits,  and in April  1998,  a three for one  stock  split was also
     enacted.  All share and per share data have been  restated  for all periods
     presented to reflect these splits.

7.   Income Taxes
<TABLE>
<CAPTION>
     Loss before income taxes consisted of the following:

                                                                                        Year Ended December 31,
                                                                         ---------------------------------------------
                                                                                         1999                   1998
                                                                         ---------------------- ----------------------
<S>                                                                            <C>                       <C>
    Domestic                                                                   $      743,048            $(1,344,342)
    Foreign (primarily Hong Kong)                                                  (1,821,642)              (759,479)
                                                                         ---------------------- ----------------------
          Total                                                                $   (1,078,594)           $(2,103,821)
                                                                         ====================== ======================


     The provisions (benefit) for income taxes is as follows:
     Current tax expense (benefit):
         Federal                                                               $            -            $             -
         State                                                                              -
         Foreign (primarily Hong Kong)                                                      -                (48,000)
                                                                         ---------------------- ----------------------
          Total current                                                        $            -            $   (48,000)
                                                                         ---------------------- ----------------------

     Deferred tax expense (benefit)
         Federal                                                               $            -            $             -
         State                                                                              -                      -
                                                                         ---------------------- ----------------------
          Total deferred                                                                    -                      -
                                                                         ---------------------- ----------------------
     Total income tax provision (benefit)
                                                                                $                        $   (48,000)         -
                                                                         ====================== ======================
<CAPTION>
     Significant components of the Company's deferred tax assets and liabilities
     at December 31 are as follows:

                                                                                         Year Ended December 31,
                                                                                         1999                   1998
                                                                         ---------------------- ----------------------
<S>                                                                             <C>                      <C>
    Non-deductible allowances against trade receivables                         $           -            $   109,000
    Impairment - joint venture                                                        322,000                      -
    Non-deductible accrual                                                                  -                140,000
    Tax benefit of U.S. and foreign operating loss carry forwards                     170,000              1,300,000
                                                                         ---------------------- ----------------------
    Gross deferred tax assets                                                         492,000              1,549,000
    Deferred tax assets valuation allowance                                          (492,000)            (1,549,000)
                                                                         ---------------------- ----------------------
    Total deferred tax assets                                                               -                      -
    Cash to accrual differences                                                             -                456,000
                                                                         ---------------------- ----------------------
    Total deferred tax liabilities                                              $           -            $   456,000
                                                                         ====================== ======================
</TABLE>

                                      F-16
<PAGE>

                        Brighton Technologies Corporation

                   Notes to Consolidated Financial Statements

     The Company's  income tax provision  (benefit)  differed from the amount of
     income tax,  determined by applying the applicable  statutory U.S.  federal
     income  tax rate to pretax  loss,  as a result of the  effects  of  foreign
     source  income and  losses,  non  taxable  gains and  losses and  valuation
     allowances  established  against  deferred tax assets in 1999 and 1998. The
     1998 benefit includes a Hong Kong subsidiary's tax refund.

     The  statutory  tax rates in the United States  (including  applicable  net
     state rates),  Hong Kong and the PRC are 40%, 16.5% and 33%,  respectively.
     At December 31, 1998 the Company has  established a valuation  allowance on
     the deferred tax assets  related to its domestic net operating loss and the
     foreign net  operating  loss carry  forwards.  Reductions  in the valuation
     allowance will be or have been recorded when, in the opinion of management,
     the  Company's  ability  to  generate  taxable  income  in  the  future  is
     considered more likely than not.

     At December  31,  1999,  the net  operating  loss for U.S.  purposes is not
     available  to the  Company  given the terms of the sale of BIC; in addition
     the  Company  has net  operating  loss  carry-forwards  for  Hong  Kong tax
     purposes  of  approximately  $1,026,000,   which  can  be  carried  forward
     indefinitely. There are no tax holidays, exemptions and incentives afforded
     to the Company for its off-shore operations.

8.   Commitments and Contingencies

     Operating Leases

     The Company and its  subsidiaries  lease  administrative  office  space and
     equipment  under  operating  leases  which expire prior to the end of 2001.
     Total future minimum lease payments as of December 31, 1999 are:

              2000                                                 $131,527
              2001                                                   53,560

                                                       ----------------------
              Total minimum lease payment                          $185,087
                                                       ======================

     Rent  expense  and  related  costs  for 1999 and  1998  were  approximately
     $146,000 and $338,000, respectively.

                                      F-17
<PAGE>

                        Brighton Technologies Corporation

                   Notes to Consolidated Financial Statements

     Legal Matters

     The Company is either a plaintiff or a defendant in several  pending  legal
     matters or  threatened  claims.  In the  opinion of  management,  the final
     resolution of these matters will not have a material  adverse effect on the
     Company's financial position or results of operations.

     Due to a delay in the China National project, a dispute had arisen with the
     supplier of technological services,  Allied-Signal Corporation,  ("Allied")
     regarding the contractual  value of services  provided.  As a result of the
     dispute and in accordance  with the terms of the agreement with Allied,  an
     arbitration hearing was scheduled. In October 1999, the Company settled the
     pending  arbitration  with  Allied.  The  dispute  was  settled  prior  the
     arbitration hearing, preventing both parties from initiating arbitration in
     the future.

     The  amount of the  settlement  between  the  Company  and  Allied  totaled
     $350,000,  of which  $250,000 has been paid through  December 31, 1999 with
     the  balance  due on October  1, 2000.  Such  amount  was  charged  against
     previously  established  accrued  liabilities.  The Company  also  provided
     Allied  Signal with a confession  of judgement in the amount of $750,000 to
     only be filed in the  event  the  Company  defaults  under  the  settlement
     agreement.

     China National Project

     The  original  turn-key  contract  between BIC and China  National  for the
     engineering design and  implementation  for a sodium bichromate  production
     plant was  expected  to generate  total  revenues  of  $11,000,000  for the
     Company.  For the years  ended  December  31,  1999 and 1998,  the  Company
     recognized no revenue under this contract.  The Company recorded cumulative
     aggregate  revenues  of  $6,798,000  through  December  31, 1997 under this
     contract or approximately 62% of the contract's total expected revenues.

     As an accommodation to China National for excess funds held by the Company,
     the Company had  periodically  loaned funds to China National.  These loans
     did not bear interest and did not stipulate repayment dates. As of December
     31, 1998, the Company had advanced  $1,181,513 to China National,  which is
     included in advances to customers  in the  consolidated  balance  sheets In
     addition, a deposit payable to China National of $2,150,000 was outstanding
     at December 31, 1998, which is included in customer deposits.

     In  connection  with the sale of BIC 1999 (see Note 1),  the  Company is no
     longer  contractually  obligated  to China  National.  The buyer of BIC has
     assumed all amounts due to and from China  National as well as  performance
     of related service obligations.

                                      F-18
<PAGE>

                        Brighton Technologies Corporation

                   Notes to Consolidated Financial Statements

     Brighton-STAQ Joint Venture

     As of December 31, 1999, the Company had invested approximately  $1,954,000
     in the Brighton-STAQ joint venture. The Company accounts for its investment
     in  Brighton-STAQ  under the equity  method of  accounting.  In April 1999,
     Brighton-STAQ  entered  into  a new  agreement  with  a new  joint  venture
     partner,  The Masses Mail Order Limited of China ("The Masses") in the PRC.
     The new  agreement  calls for The  Masses to invest a total of  $4,800,000,
     with an initial  investment  of  $1,800,000 to own 53% of the equity in the
     joint venture,  and a second investment of $3,000,000 to own a total of 75%
     in the joint  venture.  In July  1999,  the  Masses  provided  the  initial
     investment of $1,800,000 and the Company's  ownership of equity was reduced
     to  47%.  The  Company  has  increased   additional   paid  in  capital  by
     approximately  $207,000 in 1999 related to the  reduction in the  Company's
     allocable  portion of the  Brighton-STAQ  deficit,  arising from The Masses
     investment.

     The Masses  have  delayed  disbursement  of the  $3,000,000  balance  until
     certain  conditions and regulatory  investigations of the STAQ Exchange are
     complete.

     Due to uncertainties regarding the continued existence and viability of the
     Brighton-STAQ  project  arising from (1) an  inability to obtain  financing
     from its partners,  (2) the outcome of a regulatory  investigation into the
     STAQ exchange,  (3) the Company's  investment in Brighton-STAQ is comprised
     of dated  technology and (4) a lack of progress over an extended  period of
     time in commencing  Brighton-STAQ's  operations;  management concluded that
     their  investment  in  Brighton-STAQ  is impaired on other than a temporary
     basis.   As  such,   the  Company   recognized  an  impairment   charge  of
     approximately  $1.954  million  to  reduce  the  carrying  value  of  their
     investment to its fair value ($-0-) at December 31, 1999.

     Summarized financial  information  (exclusive of the impairment charge) for
     this joint venture is as follows:

                                                 December 31,
                                         1999                   1998
                               ---------------------- ---------------------
    Total assets                        $ 3,333,000            $ 2,075,000

    Total liabilities                   $   966,000            $ 1,131,000

                                            Years Ended December 31,
                                         1999                   1998
                               ---------------------- ---------------------
    Net revenues                        $         -            $         -

    Net loss                            $  (380,000)           $  (320,000)


                                      F-19
<PAGE>

                        Brighton Technologies Corporation

                   Notes to Consolidated Financial Statements

     Letters of Credit

     At December 31, 1998, the Company had issued irrevocable  letters of credit
     of $711,216,  representing  contingent  commitments on equipment purchases.
     All the 1998  letters of credit have been closed out. At December  31, 1999
     the Company had no outstanding letters of credit.

9.   Segment Information and Concentrations

     Segment Information

     The  Company  operates in one  business  segment:  the buying,  selling and
     installation  of computer,  communications  and industrial  equipment.  The
     Company acts as an  intermediary,  purchasing such products from sources in
     the United  States and selling  such  products to customers in the PRC. The
     Company  operates  through offices in the United States,  Hong Kong and the
     PRC.

     During the year ended  December 31, 1999,  the only customer that accounted
     for more that 10% of total revenues was China National, which accounted for
     35% of total  revenues  (see Note 9).  During the year ended  December  31,
     1998, three customers  accounted for 49% of the total revenues,  consisting
     of 23%, 14% and 12%, respectively.

     Historically, the Company has relied on a limited number of customers for a
     substantial  portion of its total  revenues.  The  Company  expects  that a
     significant portion of its future revenues will continue to be generated by
     a limited  number of customers.  The loss of any of these  customers or any
     substantial  reduction in business volume with any of these customers could
     materially adversely affect operating results.

     Suppliers

     The Company  purchases  a  substantial  amount of  equipment  and  licenses
     technology  from a  limited  number  of  entities.  Based on the  number of
     alternate qualified suppliers, management does not believe that the Company
     has a concentration of risks under its current arrangements.

     Geographical

     The vast  majority of the  Company's  revenues are derived  from  customers
     based in  countries  outside the United  States,  primarily  the PRC.  Such
     operations subject the Company to certain  operational risks. The Company's
     prospective  results of operations could be negatively  affected by adverse
     consequences  arising from these risks.  Although  management believes that
     the  likelihood  of  such  factors   occurring  is  not  significant,   the
     possibility of  unanticipated  events  disrupting the Company's  operations
     exists.

                                      F-20
<PAGE>

                        Brighton Technologies Corporation

                   Notes to Consolidated Financial Statements

     During the year ended December 31, 1999,  revenues from United States-based
     operations  were $214,312 or 29% of total  revenues,  and revenues from Far
     East-based  operations were $522,229 or 71% of total  revenues.  During the
     year ended December 31, 1998, revenues from United States-based  operations
     were $8,984,820 or 69% of total revenues,  and revenues from Far East-based
     operations were  $4,113,387 or 31% of total revenues.  At December 31, 1998
     $85,732 and $338,383 of the  Company's  long lived assets  originate in the
     United States and the PRC (which  includes Hong Kong). At December 31, 1999
     its assets were in the United States and PRC.

10.  Subsequent Events

     Acquisition:
     On February 20, 2001 the Company completed a Securities  Exchange Agreement
     ("Agreement") with the shareholders of Seedling Technology  Ventures,  Inc.
     ("Seedling")  in  which  the  Company   acquired  all  of  the  issued  and
     outstanding  shares of Seedling.  In  connection  with the  Agreement,  the
     Company  issued  40,968,051  common shares to Seedling  shareholders.  As a
     result,  the Seedling  shareholders own  approximately 85% of the Company's
     common  stock.  The  acquisition  will  be  accounted  for  as  a  "reverse
     acquisition" using the purchase method.

     Common Stock:
     Through August 10, 2000 the Company raised  $406,205 of capital through the
     issuance of 957,000 shares of common stock;  costs directly  related to the
     completion of these offerings  amounted to $74,877.  The Company used these
     proceeds  to  pay   outstanding   balances   due  to  vendors  and  outside
     professionals.  In addition  395,000  common  shares were issued in lieu of
     payments on liabilities for services rendered.

                                      F-21
<PAGE>

               Report of Independent Certified Public Accountants

To the Board of Directors and Stockholders
Brighton Technologies Corporation

We have  audited  the  accompanying  consolidated  balance  sheets  of  Brighton
Technologies  Corporation  as of  December  31,  1999 and 1998,  and the related
statements of operations,  stockholders'  equity (deficiency) and cash flows for
the years then ended.  These financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits 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  audits  provide  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  Brighton   Technologies
Corporation  as of December 31, 1999 and 1998, and the results of its operations
and its cash  flows for the  years  then  ended in  conformity  with  accounting
principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial statements,  the Company has suffered recurring losses from operations
and has a working capital deficiency at December 31, 1999 that raise substantial
doubt about its ability to continue as a going  concern.  Management's  plans in
regard  to  these  matters  are  also  described  in Note 1 to the  consolidated
financial  statements.  The financial  statements do not include any adjustments
that might result from the outcome of this uncertainty.


/s/ BDO Seidman, LLP

BDO Seidman, LLP
Woodbridge, New Jersey

August 10, 2000 (February 20, 2001 as to the first paragraph of Note 10)


                                      F-22