SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                          COMMISSION FILE NO.: 0-31040

                                   REINK CORP.
                                  -------------
                 (Name of Small Business Issuer in its Charter)

   Delaware                                                     65-0602729
--------------                                             ---------------------
(State or other jurisdiction                                  (IRS Employer
 of incorporation or organization)                         Identification No.)

               2550 Haddonfield Road, Pennsauken, New Jersey 08110
               ---------------------------------------------------
          (Address of principal executive offices, including zip code)

                                 (856) 488-9599
                           --------------------------
                           (Issuer's telephone number)

   (Former Name, Former Address and Formal Fiscal Year, if changed since last
report)

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

                    None                                             None
                  --------                                         --------
         (Title of Each Class)                            (Name of Each Exchange
                                                            on which Registered)

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

                     Common Stock, par value $.001 per share
                     ---------------------------------------
                                (Title of Class)

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-B is not contained  herein,  and will not be contained,  to the
best of  Issuer'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)

State issuer's revenues for its most recent fiscal year: $7,398,953.

The  aggregate  market  value  of the  Registrant's  voting  stock  held by non-
affiliates, based upon the closing sales price for the common stock of $1.00 per
share as reported in the Pink Sheets LLC on March 30,  2001,  was  approximately
$12,368,852. The shares of Common Stock held by each officer and director and by
each person known to the Company to own 5% or more of the outstanding Common


<PAGE>



Stock have been excluded since such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive  determination
for other purposes.

As of March 30, 2001, there were 20,507,851  shares of the  Registrant's  Common
Stock issued and  outstanding  after giving  effect to a  three-for-two  forward
stock split effective September 28, 2000.


<PAGE>



                                   REINK CORP.



                                TABLE OF CONTENTS

                                                         Page
PART I

Item 1.  Business.........................................3

Item 2.  Properties.......................................13

Item 3.  Legal Proceedings................................14

Item 4.  Submission of Matters to a
           Vote of Security Holders.......................14

PART II

Item 5.  Market for Company's Common Equity
           And Related Stockholder Matters................14

Item 6.  Management's Discussion and
           Analysis or Plan of Operations.................15

Item 7.  Financial Statements and Supplementary Date......18

Item 8.  Change in and Disagreements
           with Accountants on Accounting
           and Financial Disclosure.......................18

PART III

Item 9.  Directors, Executive Officers, Promoters
           and Control Persons; Compliance with
           Section 16(a) of the Exchange Act..............18

Item 10. Executive Compensation...........................20

Item 11. Security Ownership of Certain
           Beneficial Owners and Management...............21

Item 12. Certain Relationships and Related Transactions...22

Item 13. Exhibits, Financial Statement
           Schedules and Reports on Form 8-K..............24

SIGNATURES


                                       -3-

<PAGE>



                                     PART I

                           FORWARD LOOKING STATEMENTS


The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for  certain  forward-  looking  statements.   The  forward-looking   statements
contained  in this Form  10-KSB are  subject to certain  assumptions,  risks and
uncertainties. Actual results could differ materially from current expectations.
Among the factors that could affect the Company's actual results and could cause
results  to  differ  from  those  contained  in the  forward-looking  statements
contained  herein is the Company's  ability to implement  its business  strategy
successfully, which will depend on business, financial, and other factors beyond
the Company's control,  including,  among others, prevailing changes in consumer
preferences,  access to sufficient quantities of raw materials,  availability of
trained labor and changes in industry regulation. There can be no assurance that
the  Company  will  continue  to be  successful  in  implementing  its  business
strategy.  Other factors could also cause actual results to vary materially from
the future results  covered in such  forward-looking  statements.  Words used in
this Form 10-KSB, such as "expects", "believes",  "estimates", and "anticipates"
and  variations of such words and similar  expressions  are intended to identify
such forward-looking statements.

     On September 18, 2000, the Company's Board of Directors  approved a 3-for-2
stock split for  shareholders of record on September 28, 2000. All references to
shares in this Report have been adjusted to reflect such stock split.

ITEM 1.  BUSINESS

CORPORATE HISTORY

     Reink Corp.  ("Reink" or the "Company") is an established  manufacturer and
marketer of environmentally  conscious quality  aftermarket ink products for the
imaging  consumables  market.  (See:  Environmental  Compatibility of Products.)
Products  include  ink jet and  remanufactured  laser toner  cartridges,  inkjet
refill kits,  remanufactured  inkjet  cartridges,  thermal printer film,  impact
printer  ribbons,  bulk ink and a wide range of speciality  inks for  industrial
printer applications. The Company generated sales of approximately $7,500,000 in
1999  and  $7,400,000  in 2000.  The  Company  currently  employs  85 full  time
employees,  65 of whom are located in the Company's main facility in Pennsauken,
New Jersey and 20 of whom are located in Cookeville, Tennessee.

     The Company has three (3)  wholly-owned  subsidiaries.  Reink  Imaging USA,
Ltd. is headquartered in Pennsauken,  New Jersey where the Company maintains its
principal  administrative  offices,  and  manufactures  impact printer  ribbons,
remanufactured  toner  cartridges,  and inkjet  refill kits . Reink Imaging USA,
Ltd.  also  operates a facility in  Cookeville,  Tennessee  that  remanufactures
inkjet  cartridges,  produces  bulk ink and conducts  research and  development.
Brittany  L.L.C.  is a limited  liability  company  located in  Pennsauken,  New
Jersey,  which owns the real  property  upon which the Reink  Imaging USA,  Ltd.
operations  are  conducted.  Reink Canada Corp. is a Canadian  corporation  with
minimal operations formed to handle future sales in Canada.


                                       -4-
<PAGE>

     Reink was  incorporated  in Delaware on March 6, 1999 and, on April 9,1999,
acquired the stock of Renewable Resources,  Inc.("Renewable").  On May 19, 1999,
Reink was acquired by Newmarket  Strategic  Development Corp.  ("Newmarket") for
11,850,000  shares of Newmarket stock pursuant to a Plan of Merger between Reink
and  Newmarket.  Newmarket then changed its name to Reink Corp. On September 30,
1999,  Reink,  through its wholly owned  subsidiary,  Reink  Imaging  USA,  Ltd.
("Reink Imaging") purchased all of the assets and assumed all of the liabilities
of Assembly  Services  Unlimited,  Inc.  ("Assembly") and 100% of the membership
interest of Brittany  LLC.  ("Brittany"  ), the entity  owning the real property
upon which Assembly conducted its operations. On June 30, 2000, the Company sold
100% of the stock of Renewable back to its former founder.  The Company retained
certain  assets  of  Renewable  including  cash,  inventory,  and its  principal
operating  assets  which  the  Company  had  collateralized   under  a  security
agreement.  The Company also agreed to supply  certain ink products to Renewable
at an agreed upon price.

THE INDUSTRY

     The market for aftermarket  imaging supplies is in excess of $25 billion 1.
The internet,  combined  with  increased  price  sensitivity,  new  distribution
channels such as  print-on-demand  kiosks,  downloadable  content,  and portable
display devices has increased the overall requirement for printing.

     While the internet has enhanced our ability to communicate  electronically,
it is far from  paperless.  Offices  and homes with access to the Net will print
more documents as users demand hard copies of information  retrieved.  According
to PC Computing,  consumers  with an internet  connection and an ink jet printer
will consume 64% more paper and ink than those without an internet connection2.

     Advances  in  technology   continue  to  create  new  markets  for  printer
technology.  Digital cameras and photo-quality ink jet printers for example were
not economically  available to consumers five years ago. With color printers now
capable of quickly  producing  crisp  prints,  the demand for color in  business
documents  will  grow.  Advances  in  printer  technology  also gave rise to new
industrial  applications like vehicle graphics and product coding. In the United
States alone,  there are over 437,000  creative firms,  brand  marketing  firms,
design  firms,  advertising  agencies,  general  marketing  firms,  and internal
departments  of many  organizations  that  are  high  volume  users  of  imaging
consumables.
     As companies and offices focus on cost  reduction,  they turn to one of the
largest cost components that being imaging supplies. Where hardware was once the
largest cost in running an office,  decreased  hardware  pricing has shifted the
focus  to the  large  amount  spent  on  consumables.  Companies  must  look  at
alternatives  that can provide  savings on the largest  category  within  office
expense.
--------
1   Cart Magazine, March 2001, USA Desktop Inkjet Cartridges: OEM v. Aftermarket
    Update
2   Source: PC Magazine, November 21, 2000; PC Computer, October 1999


                                       -5-

<PAGE>





     The  Original  Equipment  Manufacturers  ("OEMs")  have  developed a strong
installed  base by  dropping  prices  on  hardware  to  increase  the  usage  of
consumables  thereby creating an annuity known as the razor/razor blade concept.
In doing this, OEMs such as Hewlett  Packard,  earn a large  percentage of their
revenues  and profits from  imaging  supplies.  As a result they have opened the
door for  companies  such as Reink to provide cost  effective  alternatives.  As
consumers  focus on cost and  environmental  issues,  there will be an increased
awareness of the alternatives available to the OEM replacement cartridges.

     The picture is clear: the "fuel" that printers,  copiers and multi-function
output devices require is ink, toner and impact ribbons. These products are fast
becoming  the  mainstay  of this  dynamic,  high  volume,  high  margin,  repeat
business.  Reink's  strategic vision is to re-engineer the industry by providing
the customer with a viable alternative in aftermarket imaging solutions that are
cost effective and environmentally friendly.

PRODUCT LINES

     Reink is an  established  manufacturer  and  marketer of  products  for the
imaging  consumables  market.  Products  include  ink jet and toner  cartridges,
inkjet refill kits,  remanufactured  cartridges,  thermal  printer film,  impact
printer  ribbons,  bulk ink, and a wide range of specialty  inks for  industrial
printer applications.

         Ink jet refill kits and cartridges

     The Company is a leading  manufacturer  and  distributor  of ink jet refill
kits and ink jet  cartridges for 99% of the  industry's  most popular  printers.
Retail  office  products  and  retail  electronics  companies  selling  into the
aftermarket generate the majority of Reink's ink jet business. Reink centers its
ink jet product  strategy on providing  multiple  products  under  various brand
names for  customers  seeking an  alternative  to current  high priced  printing
costs.

         Laser toner cartridges

     The  Company   re-manufacturers   laser  toner  cartridges.   An  extensive
manufacturing  process  ensures  that all  cartridges  sold meet or  exceed  the
original OEM's  performance  standard.  The Company's  research and  development
staff has enabled us to remanufacture a top quality product at a fraction of the
cost.  There is still  substantial  growth taking place in this market  segment.
Reink plans to aggressively develop market share by selling products through its
existing customer networks as well as developing new business.

Ribbon

     The Company manufactured  approximately 660,000 pounds of bulk ink in 1999,
and approximately 675,000 pounds in 2000.

                                       -6-

<PAGE>


     Ribbon products still represent an important and profitable  segment of the
market  place.  The  ribbons are  primarily  sold by the Company for use in cash
registers and credit card  machines.  Although the size of the overall market is
diminishing it still represents a significant opportunity for the Company.

         Bulk ink

         Applications Using Industrial Ink Jet Inks Include:

         o        Mailing Systems
         o        Unit Pack Printing Systems
         o        Packaging Systems

         o        Wide Format Printing (used in graphic arts/signage industries)

         o        Tag and Label Printing Systems

         Current Industrial Ink Products:

         o        Mailing   Systems   Based  on  Piezo3  and  Thermal  Printhead
                  Technology4
         o        Optical  Character  Recognition ("OCR")5, Fast Dry  and  Color
                  Inks
         o        Bulk Feed Systems
         o        4 Print heads from one bulk ink reservoir
         o        Color Inks including Fluorescence "Neon" colors
         o        On Target Technologies (OTT)6
--------
         3          A Piezo printhead uses a Piezo crystal.  This is a shortened
                    term for  Piezoelectric  Ceramic Crystal.  This material has
                    the ability to expand and contract with the  application  of
                    electric  current.  This  ability  allows  a Piezo to be the
                    engine in a very small pump.  Since it has no moving  parts,
                    the durability of the material is extremely good.

         4          Thermal  Printhead.  This term is also called Bubble Jet. It
                    describes  the  technology  of using a  thermistor  or small
                    heater to  instantaneously  boil a water based ink to form a
                    bubble.  This  bubble  causes  the  ink to  shoot  from  the
                    printhead to the substrate.  This is used by Canon,  Hewlett
                    Packard,  Lexmark  and other  manufacturers.  This is a less
                    expensive  method  and can shoot an ink drop at 1000 to 6000
                    times a second.  A  thermistor  can burn out  faster  than a
                    Piezo but the  printheads  usually  have  enough  life to be
                    re-inked 4 to 14 or more times.  With this  technology,  the
                    printhead and the ink reservoir are usually attached.

         5          This is an  abbreviation  for  the  term  Optical  Character
                    Recognition.  This designates when a printed character is of
                    a particular style or specific printed  intensity so that it
                    can be  read  by a  machine  that  usually  has  an  optical
                    scanner.

         6          This is the name for a  company.  It does  not  designate  a
                    technology.  The company  makes a particular  style of Piezo
                    printhead.

                                       -7-

<PAGE>



         o           Unit Pack and Carton Printing
         o           Modular Ink Technologies (MIT)7
         o           Trident Mailing Systems, Unit Pack and Carton Printing
         o           Valve Jet Inks: Carton Printing
         o           New Industrial Ink Products
         o           Ink for Digital Cameras-Photo Applications

ENVIRONMENTAL COMPATIBILITY OF PRODUCTS

         The Company manufactures environmentally-conscious quality aftermarket
ink products for the imaging consumables market. The Company is
environmentally-conscious in the following ways:

         o          The Company's line of remanufactured ink jet and laser toner
                    cartridges  significantly  reduces  the  rate  of  disposing
                    cartridges to landfills,  especially since cartridges can be
                    reused as many as four (4) times. Therefore, on average, the
                    potential exits to reduce the number of disposed  cartridges
                    by seventy percent (70%).

         o          Over one-half of the Company's bulk ink products are used in
                    the  remanufacturing  of ink jet  cartridges  made by  other
                    companies. This manufacturing process greatly contributes to
                    the  reduction  of the  quantity  of  cartridges  that would
                    otherwise be disposed of in landfills.

         o          The Company's  cartridge refill kits are designed to recycle
                    the  majority  of all ink jet  cartridge  types  from 1 to 6
                    times resulting in an overall reduction of cartridge waste.

         o          The  Company is  implementing  an  Environmental  Management
                    System (EMS)8 with the goal of attaining a Green Level (TP3)
                    certification9.


-----------
         7          This is the name for a particular style of ink jet printhead
                    recently   marketed  by  NuKote  before   selling  it  to  a
                    competitor  called Xaar.  This is a unique  Piezo  printhead
                    that uses  something  called a "Shared  Wall"  type of print
                    engine. This type of technology is just now becoming popular
                    in the field.
         8          An  Environmental  Management  System  is a tool to  improve
                    environmental  performance  by providing a systematic way of
                    managing a company's environmental affairs.  Reink's primary
                    focus in achieving its EMS goals is the  manufacture of inks
                    that are environmentally friendly.
         9          TP3  is  an  environmental   certification  based  upon  the
                    following conservation  criteria:  clean air, land and water
                    conservation, hazardous chemicals handling/reduction, energy
                    conservation and water reduction.


                                      -8-
<PAGE>


TRADEMARKS

         Reink is a registered trademark owned by the Company and recognized
throughout the industry. The Company's formulas are closely guarded as trade
secrets.


SALES, MARKETING AND DISTRIBUTION

         Sales and Marketing

         From the origins of Renewable Resources, sales have grown from $120,000
in 1993 to approximately $7,400,000 million in 2000. The overall strategy of the
Company is to focus on core strengths and identify the product demands of the
imaging supplies market. The Company's goal is to produce high quality ink which
can be sold within a wide number of formats thus minimizing the Company's
reliance on any one segment, channel or customer. Our strategy will focus on the
following channels:

         o           Distributors to the Retail channel
         o           Industrial market
         o           Government  and Corporate  channels
         o           End Consumers - eBusiness
         o           Wide Format and related markets.

         Distributors to the Retail Channel

         The Company will leverage existing retail strategic relationships which
certain key distributors have established in order to increase sales into the
retail segment. This strategy will allow the Company to focus on the products as
opposed to dealing with the packaging and programs necessary to maintain the
retail relationship. The Company produces products which will be sold under
different names or brands which will eliminate the need for marketing or other
programs. This strategy has been successfully implemented in other product
categories such as soft drinks (Cott Corporation, NASDAQ:COTT) and throughout
the retail industry.



                                      -9-
<PAGE>


     The Company, through its wholly-owned subsidiary,  Reink Imaging USA, Ltd.,
entered into a contract in February 2001 with Reusable Technologies,  Inc. which
is expected to generate, pursuant to the terms of the contract, minimum revenues
of $5 million in the first year and $7 million in the second  year.  The Company
has already  shipped in excess of $1,300,000 in orders to this customer  through
March 31, 2001.

         Industrial Market

     The Company is leveraging  OEM  relationships  and ink expertise to develop
new products for sales into the wide format digital printing market, the digital
photography field, and the industrial  printing market. The industrial  printing
market includes such  applications as addressing  labels,  postal bar coding and
package coding.  All consumer  packaging  companies,  from Proctor and Gamble to
beverage  companies  such as Coke and Pepsi,  use inkjet  printing for packaging
codes. This market is currently  evolving and the Company is just commencing the
launch of a product line into this channel.

         Government and Corporate Channels

     Governments  are  extremely  large users of ink and related  products.  The
Company  currently  sells into  certain  Government  departments  but the growth
opportunity is huge as the Company provides a cost effective viable  alternative
to the OEMs.  Through  distributors with existing  government  business in other
products,   the  Company  is  gaining  access  to  this  large  market.  As  the
governmental  departments  are  focusing  on their  budgets  and the need to cut
costs,  the need for alternatives  increases,  thus providing an opportunity for
growth. For example, the demand for remanufactured  inkjet cartridges is growing
given  the high  cost  per OEM  cartridge  and the  increased  printer  usage as
employees are provided with printers in their individual offices. The government
departments  approached  to  date  have  responded  favorably  to the  Company's
overtures.

         End Consumers - eBusiness

     The Company has entered into an agreement with Reusable Technologies,  Inc.
which will provide the channel to sell direct to the end  consumer.  There are a
large number of fragmented  resellers of products  which will provide the engine
to generate sales of the Company's products direct to the end consumer.

     The Company has begun selling to QVC through a distributor and expects that
this direct channel to the consumer will increase the awareness/education levels
related to alternatives to the OEM products. This increased awareness will drive
the  demand  for  cost  effective  and   environmentally   friendly   refillable
technology.

         Wide Format and Related Markets

     The Company has identified an internet  technology  whereby it will be able
to provide end- users,  retail consumers and bulk ink customers with an "engine"
which will be accessed  through  the Reink  internet  site.  This will allow our
customers  the ability to target and store  high-resolution  digital  images and

                                      -10-
<PAGE>

allow  customers  to access  those  proprietary  images on an "as needed"  basis
through a designated website. Retail/end-users,  through our "Idea Center", will
be able to access  various high  quality  digital  graphics  for numerous  small
business applications, (i.e., brochures, logos) or personal use.

     Additionally,  the Company is broadening its line of hard copy supplies and
products  through  strategic  alliances.  This is  accomplished  by seeking  out
leading  companies in the dyes and  sublimation ink markets who have the ability
to print on more porous surfaces (i.e., glass and earthenware),  special durable
inks for  fabric  printing,  thermal  transfer  ribbons  for bar  coding,  label
printing  and MICR10 inks for check  printing.  Throughout  all of business  and
marketing,  inkremains a fundamental  component of  communication  through items
such as billboards and point- of-sale materials.  The Company's strategy focuses
on the areas where ink is consumed and how best to penetrate these channels.

     The Company has identified several companies that cater to certain types of
businesses with which the Company will discuss  strategic  alliances to grow the
Company  and  increase  revenues.  An  example  of this  segment  would  be beer
distributors and their need for point of sale material. In the past the printing
of this material was  centralized  and posters were shipped out to the resellers
of beer.  This was costly due to leftover  materials  being date  sensitive  and
further,  customization for specific locations being difficult. This function is
being pushed out to the distributors  who, in turn, can print in smaller runs on
wide format  printers to customize  and improve the timely  delivery of point of
sale materials. This new segment of the market for ink and related products will
start to emerge as the number of wide format printers  increases  resulting in a
reduction of the  distributor's  own printing costs. This business is fragmented
with a number  of  small  players  but no  dominant  supplier.  The  Company  is
positioning  itself to  capitalize  on what the  Company  anticipates  will be a
profitable  new developing  market  through high quality  products and strategic
acquisitions  within  the market  segment.  There can be no  assurance  that the
Company's strategy will result in the Company becoming a significant supplier to
this market segment.

          Distribution

     The Company  primarily sells its products to distributors  who in turn sell
into the retail  channel as well as other  channels.  The Company  has  recently
signed an exclusive contract with Reusable Technologies, Inc., for the worldwide
distribution  to the  wholesale  and  retail  markets  all inkjet  refill  kits,
replacement packs, and all associated components. Other products are sold


--------
     10   An  abbreviation  of the term Magnetic Ink Character  Recognition.  It
          describes an ink technology  used almost  exclusively on checks.  This
          ink is used to print the  account  number and amount on the bottoms of
          cancelled checks.  As the check then passes through a reader,  the ink
          is magnetized and subsequently  read by the system to date. No one has
          ever been able to print  this  type of ink  successfully  with ink jet
          because it uses a material  called iron oxide whose  particles are too
          big to print through an ink jet print engine.



                                      -11-
<PAGE>


through non- exclusive arrangements with various distributors. The Company's two
largest customers are Distinguished Brands, Inc. and Marathon Ribbons, Inc.,
representing 31% and 19% of sales for the fiscal year ended December 31, 2000.


RESEARCH AND DEVELOPMENT

     The Company devotes a part of its budget to new product development ("R&D")
(approximately  $400,000  per year  during  1999 and 2000) and  quality  control
(approximately  $100,000  per year).  The  Company's  R&D staff in  Tennessee is
comprised of seven (7) highly respected chemists and engineers. The R&D team has
developed over 150 ink formulations and ink refill systems for:

        o      Major  compatible  cartridge  manufacturers in Asia and the U.S.,
               including   products   for   the   U.S.    Government    Services
               Administration  (GSA)  contract.  Working through an approved GSA
               vendor,  regular re-orders are commonplace and this business will
               become an "annuity" for Reink
        o      Leading rechargers in the American recycling industry,  including
               Mexico and South America
        o      Major office superstores and OEMs, such as Okidata and Olivetti
        o      Major accounts in the postal/addressing field requiring specialty
               inks for OCR and bar coding applications
        o      The new digital printing and digital photography markets
        o      The graphics arts and sign industries to meet the needs of
               package bar coding, postal/addressing and wide format digital
               printing

         One of the fastest growing sectors of the imaging products and computer
industries is ink jet. The Company was a vital part of this growth offering key
technological advances in:

        o      Pigments  - new  ink  jet  formulas  using  precisely  controlled
               dispersion of particles for outstanding fade and water resistance

        o      New 6-Color Systems - this has dramatically broadened the
               horizon of color printing options, especially in the digital
               camera field

        o      Industrial Inks - several postal addressing inks with fast
               dry times and high contrast for OCR; porous and non-porous (film)
               inks for the packaging field, especially good for high definition
               bar code printing

        o      Photographic Quality Inks - this development requires
               precise control of droplet size and substrate interaction which
               is achievable based on the expertise of the R&D team

        o      Bright Colored Pigment Inks


                                      -12-
<PAGE>

        o      Neon Inks - Reink has developed a full line of neon ink
               jet inks. It is an emerging technology featuring increased color
               enhancement branded ink jet printing in the children's market and
               for greeting card applications

MANUFACTURING AND PRODUCTION

     The Company  operates two (2) facilities.  The Company's  headquarters  and
main operations are located in Pennsauken,  New Jersey,  in a 32,000 square foot
facility.  There is room to expand and add  approximately  8,000  square feet as
operations demand. The Company makes matrix ribbons,  remanufactures laser toner
cartridges, and ink jet refill kits at the Pennsauken facility. The Company also
leases an additional  4,650 square feet of nearby  warehouse  space. The Company
employs approximately 65 full time employees at the Pennsauken site.

     The Company also leases 10,000 square feet in  Cookeville,  Tennessee.  The
Cookeville facility manufactures bulk ink and remanufactures ink jet cartridges.
Additionally,  all research  and  development  is  conducted  at the  Cookeville
location.   The  Company  employs   approximately  20  full  time  employees  in
Cookeville,  of which 7 are  involved in research  and  development  and quality
control.

COMPETITION

     The imaging supplies  business is intensely  competitive.  In both impact11
and non-impact12  markets,  the Company faces competition from both OEMs as well
as other aftermarket manufacturers.

         Retail aftermarket competitors include American Ink Jet, Jetfill, Inc.,
Nu-Kote  International, DataProducts and Formulabs.
         OEMs currently dominate the market for the majority of toner products
and ink jet supplies. However, the market for compatible toner supplies is still
developing and currently there are several independent competitors in this
market.

--------
         11    Any inking  method  that uses  "impact"  to make a mark on paper.
               Examples of this are typewriters or matrix printers.  They push a
               formed character into a ribbon that is then pushed onto the paper
               thus making a mark using impact.

         12    Any inking devise that does not impact or hit the paper to make a
               mark. Examples of this are ink jet (where the drop is "shot" from
               the printhead to make a mark on the paper) and xerography  (where
               a laser beam is used to charge the paper).  Like a Xerox  copier,
               the paper is then  placed in contact  with a charged  toner.  The
               toner  sticks  to the  charged  places  on the paper and does not
               stick to the uncharged places. Both technologies then make a mark
               without hitting or impacting the paper.

                                      -13-
<PAGE>

     In the industrial market, OEMs control 90% of the ink jet aftermarket.  The
major OEMs are Videojet,  who has just acquired  Marsh (strong in the corrugated
packaging  field).  Videojet  is the leader in the carton  and  individual  pack
coding market. Their major competition is Domino Amjet,  Willett  International,
Diagraph,  Matthews,  Markem and several other significant  players. The ink jet
packaging  printer  market is  estimated  at $800  million  annually,  with $150
million  attributable  to bulk  ink  sales.  Systems  based on  Trident's  Piezo
electric printhead technology represent $80 million of this market13.

ITEM 2.           PROPERTIES

     Reink Corp.  currently  manufactures  products in 2 facilities and leases 2
warehouse facilities, as follows:

     PENNSAUKEN,  NEW JERSEY - The Company  owns a 32,000  square foot  facility
which is located on  approximately  2.1 acres in  Pennsauken,  New  Jersey.  The
facility is approximately  40 years old and in good condition.  The facility has
ample room to expand by another  8,000 square feet as demand  necessitates.  The
Company  also  leases  an  additional  4,650  square  feet  of  warehouse  space
conveniently  located near the main facility on a month-to-month basis at a cost
of $2,200 per month.

     COOKEVILLE,  TENNESSEE - On September 12, 1999, the Company  entered into a
lease  for a 10,000  square  foot  office  and  warehouse  facility  located  in
Cookeville,  Tennessee  for a term of sixty (60)  months at a cost of $4,450 per
month for the first sixty (60) month  period  with an option for a second  sixty
(60) month term at $5,450 per month.  The Company  believes  the  facility to be
well  maintained,   in  substantial   compliance  with  environmental  laws  and
regulations, and adequately covered by insurance. The Company also believes that
the leased  facility is not unique and could be replaced,  if necessary,  at the
end of the term of the existing lease.

     ONTARIO,  CALIFORNIA - On May 1, 2000, the Company entered into a lease for
a 4,000 square foot office and warehouse facility located in Ontario, California
for a term of twelve  (12)  months at a cost of $2,029  per month.  The  Company
believes  that  the  facility  is  well   maintained,   is  in  compliance  with
environmental  laws and regulations,  and adequately  covered by insurance.  The
Company  also  believes  that the  leased  facility  is not  unique and could be
replaced, if necessary, at the end of the term of the existing lease.

ITEM 3.           LEGAL PROCEEDINGS

         From time to time, the Company may be involved in litigation that
arises in the normal course of business operations.

----------------
         13       The estimates and related information contained in the
                  Competition section are based upon internal research developed
                  by the Company's Research and Development department. There
                  can be no assurance that the Company's estimates are accurate.

                                      -14-

<PAGE>

     During  June 1999,  the  Company  entered  into a Product  Development  and
Manufacturing  Agreement with FAES USA, Inc.  (FAES),  a Tennessee  corporation.
FAES  develops  specialized  industrial  equipment  that  services  the  ink-jet
cartridge  industry.  Pursuant to such  agreement,  the Company was obligated to
fund FAES development and manufacturing costs of such equipment.  In March 2000,
Reink was sued for breach of contract by FAES for approximately  $250,000 in the
Chancery Court for Williamso County,  Tennessee, Case No. 26905. In August 2000,
the Company filed an answer and counterclaim  against FAES. The Company and FAES
entered  into a  settlement  agreement  and  mutual  release in May,  2001.  The
settlement  provides for FAES to receive Reink product to be credited against an
outstanding  balance  of  $241,000  with  the  outstanding  balance  to be fully
satisfied by December  2002.  The complaint was dismissed with prejudice in June
2001.

     In July 2000,  Osmonics,  Inc.  filed a complaint in the Chancery Court for
Putnam County, Tennessee, Case No. 200-218 against Reink Imaging USA, Ltd. a/k/a
Wildan  Services,  Inc.  a/k/a  Renewable  Resources,  Inc.  alleging  breach of
contract by Renewable  Resources,  Inc.  Reink Imaging USA, Ltd.  filed a pro se
response  with the Court,  which  response  was not  accepted by the Court as an
answer.  In October 2000, a default  judgement was entered against Reink Imaging
USA, Ltd. in the amount of $49,282.61  plus court costs.  In February  2001, the
Company filed a Motion for Relief from Judgment. In June 2001, the Court entered
an order setting aside the default judgment. The case remains pending.

     In November 2000, Bayer Corporation filed a complaint in the Superior Court
for New Jersey, Camden County, Case No. 745100 against Renewable Resources, Inc.
and Reink Imaging USA, Ltd.  alleging  breach of contract and seeking damages in
the amount of $17,402.50. The Company's legal counsel has provided the Plaintiff
with  documents  evidencing  that Reink  Imaging  USA,  Ltd.  is not a successor
corporation  to  Renewable  Resources,  Inc.,  nor is Reink  Imaging  USA,  Ltd.
contractually  obligated  for the  debts of  Renewable  Resources,  Inc.  If the
Plaintiff  fails to  voluntarily  dismiss  Reink Imaging USA,  Ltd.,  then Reink
Imaging USA, Ltd will file an answer and appropriate affirmative defenses.

     In February 2001, Tiger Direct, Inc filed a complaint in the Superior Court
for New  Jersey,  Bergen  County,  Case No.  BER-L-1605-01  against  Reink Corp.
alleging breach of contract and seeking damages in the amount of $22,747.46.  In
May 2001, the Company filed an answer and affirmative  defenses based upon Tiger
Director's failure to obtain written approval of the advertising text and layout
utilized in the Reink catalog produced by Tiger Direct. The contract between the
parties provided, inter alia, that Tiger Direct obtain prior written approval of
the advertising  text and layout from Reink,  which prior written approval Tiger
Direct has failed to produce.

     In March 2001, Holly's HPI Printing filed a complaint in the Superior Court
of New Jersey, Camden County, alleging breach of contract and seeking damages in
the sum of $23,949.00.  The Company's legal counsel has provided  Plaintiff with
documents evidencing that Reink Imaging USA, Ltd. is not a successor corporation
to Renewable  Resources,  Inc.,  nor is Reink  Imaging  USA< Ltd.  contractually
obligated for the debts of Renewable  Resources,  Inc. If the Plaintiff fails to
voluntarily  dismiss Reink Imaging USA,  Ltd.,  then Reink Imaging USA, Ltd will
file an answer and appropriate affirmative defenses.

         The Company assumed the defense of an administrative complaint that the
United States Environmental Protection Agency ("USEPA") filed against Renewable

                                      -15-
<PAGE>

Resources  in  October  1999,  in Region  IV EPA  (Atlanta,  Georgia),  Case No.
SDWA-04-99-032, alleging that the disposal of certain ink products into a septic
system was a violation  of the Clean Water Act.  The EPA was seeking  damages of
$150,000,  but through  negotiations has reduced the damage claim to $7,000. The
Company and USEPA are currently  engaged in additional  negotiations  to resolve
all remaining issues.

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

         No matters were submitted to a vote of securityholders through a
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report.



                                      -16-

<PAGE>



                                     PART II

ITEM 5.           MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
                  COMMON EQUITY AND OTHER SHAREHOLDER MATTERS

     The Company's  Common Stock commenced  trading in the Pink Sheets LLC under
the symbol "RINC" on May 11, 2000.  Set forth below is the range of high and low
bid information for the Company's Common Stock for the period commencing May 11,
2000 (the  inception  of  trading)  through  March 30,  2001.  This  information
represents  prices  between  dealers  and does not  reflect  retail  mark-ups or
mark-downs  or  commissions,  and may not  necessarily  represent  actual market
transactions.

Fiscal Period                                            High Bid      Low Bid

2000:
Commencement of trading (May 11, 2000)*..................$  .71      $   .58
Second Quarter ended June 30, 2000*......................  1.25          .71
Third Quarter ended September 30, 2000*..................  1.43         1.20
Fourth Quarter ended December 31, 2000...................  1.06          .60

2001:
First Quarter ended March 30, 2001.......................  1.00         1.00

*Adjusted for a 3-for-2 stock split effective September 29, 2000.

     The closing bid price for the Company's Common Stock on March 30, 2001 was
$1.00 per share.

     As of March 31, 2001,  there were  approximately  173 record holders of the
Company's  Common Stock.  Moreover,  additional  shares of the Company's  Common
Stock are held for stockholders at brokerage firms and/or clearing  houses,  and
therefore the Company was unable to determine  the precise  number of beneficial
owners of Common Stock as of March 31, 2001.

     The Company has never  declared or paid cash  dividends on its common stock
and the  Company's  Board of  Directors  intends to continue  its policy for the
foreseeable  future.  Earnings,  if any, will be used to finance the development
and expansion of the Company's business. Future dividend policy will depend upon
the Company's  earnings,  capital  requirements,  financial  condition and other
factors  considered  relevant by the  Company's  Board of Directors  and will be
subject to limitations imposed under Delaware law.





                                      -17-

<PAGE>



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

     The following  discussion and analysis  should be read in conjunction  with
the consolidated  financial statements and the notes appearing elsewhere in this
Form 10-KSB.

GENERAL

     The Company was incorporated in Delaware on March 3, 1999, and as discussed
below, acquired on April 9, 1999, the stock of Renewable.  Renewable distributes
bulk ink, toner cartridges, and ribbons for sale to customers as well as ink for
use in the manufacture of ink jet refill kits, using a patented method to safely
and  economically  refill  ink jet  cartridges  and re-  manufacture  compatible
cartridges.  The products  are sold to both  wholesale  distributors  and retail
office supply stores, both domestically and internationally.

     The Company  acquired  100% of the shares of  Renewable  for the  following
consideration:  (1) $70 at  closing;  (b)  commitment  by a  shareholder  of the
Company to arrange  financing for the Company or Renewable for at least $600,000
in the form of equity  and/or  debt;  (c)  agreement by a debtor of Renewable to
forgive all  indebtedness  outstanding  retroactive  to  December  31,  1998;  a
principal  of such debtor will be retained by  Renewable  to provide  consulting
services to the Company for a monthly fee of $9,028 for an eighteen-month period
commencing  July 1, 1999;  and (d) the sole  shareholder  of Renewable  received
3,150,000 shares of the Company's Common Stock.

     On  May  19,  1999,  the  Company  was  acquired  by  Newmarket   Strategic
Development  Corp.  ("Newmarket")  for  11,850,000  shares  of  Newmarket  stock
pursuant to the Plan of Merger between the Company and Newmarket. Newmarket then
changed its name to Reink Corp.

     The Company  established a holding  company  called Reink Canada Corp.  for
purposes of generating  future  business in Canada.  Reink Canada Corp. had only
minimal activity in the period ended December 31, 1999 and December 31, 2000.

     On September 30, 1999, the Company  purchased all of the assets and assumed
all of the liabilities of Assembly  Services  Unlimited,  Inc.  ("Assembly") and
100% of the membership interest of Brittany LLC ("Brittany"),  the entity owning
the property on which Assembly  conducts its operations.  Assembly  subsequently
changed its name to Reink  Imaging  USA,  Ltd.  ("Reink  Imaging").  The Company
initially  issued  712,500  shares of its common  stock for the  acquisition  of
Assembly,  and in May 2000,  issued an  additional  487,500  shares.  Reink paid
$137,500 through  September 30, 2000. The balance of $112,500 is payable $50,000
on or before  April 10,  2001 and the  remaining  balance on or before  June 30,
2001.

     The financial  statements of the Company and following  discussion relating
to the year ended  December 31, 1999 reflect the  operations  of the Company and
Renewable  for the 1999  calendar  year  and the  operations  of Reink  Imaging,
Brittany and Reink Canada  Corp.  for the three (3) month period ended  December
31, 1999.


                                      -18-

<PAGE>


The  financial  statements  of the  Company  relating  to the fiscal  year ended
December 31, 2000 reflect the operations of Renewable through June 30, 2000, and
the operations of the Company,  Reink Imaging,  Brittany L.L.C. and Reink Canada
Corp. for the fiscal year ended December 31, 2000.

     On June 30, 2000,  the Company sold 100% of the stock of Renewable  back to
its former founder. Such agreement, as amended,  provided for the Company to pay
Renewable  $140,000,  payable on a quarterly  basis in an amount equal to 10% of
Reink Corp.'s consolidated net income. The loan is current. The Company retained
certain  assets  of  Renewable  including  cash,  inventory  and  its  principal
operating  assets,  which  the  Company  had  collateralized  under  a  security
agreement.  The Company also agreed to supply  certain ink products to Renewable
at an agreed  upon price with  approximately  $240,000  of such  products  at no
charge to Renewable.  The Company is continuing in the business of manufacturing
ink jet supplies.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2000 AS
COMPARED TO YEAR ENDED DECEMBER 31, 1999

     REVENUES - Total revenues decreased to $7,398,953 for the fiscal year ended
December  31,  2000,  compared to  $7,538,169  for fiscal year ended 1999.  This
decrease was  primarily due to the loss of the Office Depot  business  which was
partially  offset  by the  acquisition  of the  business  of  Assembly  Services
Unlimited during the fourth quarter of fiscal year ended 1999.

     GROSS PROFIT - Gross profit  decreased to  $2,534,489  in fiscal year ended
2000 from  $3,299,705  for fiscal year ended 1999 as a result of the decrease in
gross profit margin and decreased sales. Gross profit margin decreased in fiscal
year  ended  2000 due to the  inclusion  of  impact  ribbons  and  toners  which
generally  have  lower  margins  than the  inkjet  business  which  was  largely
comprised of the Office Depot business.

     OPERATING  EXPENSES - Operating  expenses increased to $5,114,517 in fiscal
year ended 2000 from  $4,533,697 in fiscal year ended 1999,  which was primarily
the result of stock issued for services  rendered as part of the  restructuring.
Selling,  general,  and administrative  expenses decreased as a result of office
closures and an overall streamlining of the Company's operations.

     NET INCOME (LOSS) - As a result of the above,  the Company  sustained a net
loss of $(2,788,837)  for the fiscal year ended December 31, 2000 ($.15 loss per
share on 18,588,163 weighted average outstanding shares), compared to a net loss
of $(1,270,103) for the fiscal year ended December 31, 1999 ($.07 loss per share
on 16,952,850 weighted average outstanding shares).

LIQUIDITY AND CAPITAL RESOURCES

     The  Company  has  financed  its  cash   requirements   primarily   through
operations, borrowings on its bank credit line, and sales of its securities. The
Company's bank credit facility permitted  borrowings of up to $1,000,000 against
a fixed percentage of qualified accounts receivable and inventory.


                                      -19-

<PAGE>



The interest rate of the line was twelve percent (12%).  The credit  facility is
collateralized  by  accounts  receivable  and  inventory.  The  credit  facility
terminated  on November 25, 2000,  and has not been  renewed.  During the fourth
quarter the  Company  made  payments  of $500,000 on this loan.  As of March 31,
2001, the amount  outstanding on the loan is $400,000.  The bank has agreed to a
payment  schedule which requires that the loan be paid down bi-weekly to October
31, 2001 with interest continuing at 14%.

     As of December 31, 2000,  the Company had a working  capital  deficiency of
approximately  $(935,000).  The Company is not currently  generating  sufficient
working  capital to fund its projected  operations  for the next fiscal year. In
addition, expansion of operations will require capital infusions of a minimum of
$1,500,000 to fund the purchase of inventory  and to meet the Company's  working
capital needs. The Company  anticipates  raising  additional capital through the
issuance  of its  securities  and  obtaining  traditional  lines of credit.  The
specific  terms of any equity or debt  financing  will be subject to negotiation
with potential  investors.  There can be no assurances  that the Company will be
successful in obtaining this additional financing.

     The  Company  has no  present  commitment  that is  likely to result in its
liquidity increasing or decreasing in any material way. In addition, the Company
knows of no trend, additional demand, event, or uncertainty that will result in,
or that is reasonably likely to result in the Company's liquidity  increasing or
decreasing  in any  material  way. The Company has no material  commitments  for
capital  expenditures.  The Company  knows of no material  trends,  favorable or
unfavorable, in the Registrant's capital resources.

ITEM 7.  FINANCIAL STATEMENTS

     The financial  statements  required pursuant to this Item 7 are included in
this  Form  10-KSB  as a  separate  section  commencing  on  page  F-1  and  are
incorporated herein by reference.

ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

     No change or disagreement  with  accountants took place with respect to the
preparation  of the Company's  financial  statements for the two (2) most recent
fiscal years  contained in this report,  namely the fiscal years ended  December
31, 2000 and December 31, 1999.



                                      -20-

<PAGE>



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

         The officers and directors of the Company, and further information
concerning them, are as follows:

         NAME              AGE             POSITION

William E. Gallagher       43              President, Chief Operating Officer,
                                               and Director

William M. Smith           37              Executive Vice President,
                                           Chief Financial Officer, and Director

Robert P. Sinatra          44              Secretary and Treasurer

Wayne J. Maddever          51              Director

     WILLIAM  E.  GALLAGHER  joined  the  Company  in  October,  1999,  as Chief
Operating Officer,  President and CEO of Reink Imaging USA, Ltd., a wholly owned
subsidiary of the Company.  In May, 2000, Mr.  Gallagher  assumed the additional
duties as President of the Company.  Mr.  Gallagher  has served as a Director of
the  Company  since  May,  2000.  From June 1987  through  September  1999,  Mr.
Gallagher  was the  principal  shareholder  and served as  President of Assembly
Services  Unlimited,  Inc.  d/b/a  Wildan  Services,  a  Pennsauken,  New Jersey
manufacturer of computer and typewriter ribbons and laser toner cartridges.  Mr.
Gallagher earned a B.A. in Business Management from Rowan University in 1979.

     WILLIAM  M. SMITH  joined the  Company  in May,  1999,  as Chief  Financial
Officer and has served as a Director since May, 2000. From April, 1998 to March,
1999,  Mr.  Smith  was  the CFO of the  Locator  Group  Inc.,  a  leader  in the
publishing  industry.  From September,  1994 to March,  1998, Mr. Smith was Vice
President and Treasurer of Cott  Corporation,  a publicly traded company in both
Canada and the United  States.  Cott  Corporation  is the largest  private label
manufacturer  of soft drinks in North America.  Prior to 1994, Mr. Smith was the
Treasurer and Officer at Molson  Breweries  responsible for all financing,  cash
flow,   leasing  and  foreign   exchange,   amongst   other   senior   financial
responsibilities.  Mr. Smith is a chartered  accountant  having  graduated  with
honors from the  University of Waterloo,  Canada with a Bachelor of  Mathematics
degree in 1987.

     ROBERT  SINATRA  joined the Company in October 1999 as  Secretary/Treasurer
and assumed additional duties as Vice President of Finance of Reink Imaging USA,
Ltd.,  a wholly  owned  subsidiary  of the  Company.  From  June,  1998  through
September,   1999,  Mr.  Sinatra  served  as  controller  of  Assembly  Services
Unlimited, Inc. which was purchased by the Company

                                      -20-

<PAGE>



during 1999.  From  October,  1987 through June,  1999,  Mr.  Sinatra  served as
controller   of  BDP   International,   Inc.,   a   Philadelphia,   Pennsylvania
international  freight forwarder and customs house broker. Mr. Sinatra secured a
B.A. in accounting from Rutgers University in 1978.

     WAYNE J.  MADDEVER,  PH.D.,  P. ENG.,  joined the Company has a Director in
October,  2000.  Currently,  Dr. Maddever is self-employed as a consultant of WJ
Maddever & Associates.  From January, 1999 until October, 2000, Dr. Maddever was
General Manager of Sanden Machine, Ltd., a Cambridge,  Ontario,  Canada supplier
of web offset  printing  equipment  to the  forms,  direct  mail and  commercial
printing industries.  From December,  1996 to January, 1999, Dr. Maddever served
as President of Resource Plastics,  Inc., the largest recycler of film and rigid
plastics in Canada.  From May, 1991 to December  1996,  Dr.  Maddever  served as
General Manager of MG Canada, a subsidiary of Messen  Greishein Gnbh,  Germany's
largest   industrial  gas  company.   Dr.  Maddever  received  is  Doctorate  in
Metallurgical and Materials  Science  Engineering from the University of Toronto
in 1978.

     Directors  of  the  Company   serve  until  the  next  annual   meeting  of
stockholders  of the  Company and until  their  successors  are elected and duly
qualified.  Officers  of the  Company  will be elected  annually by the Board of
Directors and serve at the discretion of the Board.  The Company has in place an
employment  agreement  with its  President  and  Chief  Operating  Officer,  Mr.
Gallagher,  and  its  Secretary  and  Treasurer,  Mr.  Sinatra.  See  Item  10 -
"Executive Compensation, Employment Agreements".

ITEM 10.          EXECUTIVE COMPENSATION

     The following table sets forth annual remuneration of $100,000 or more paid
for the fiscal years ended  December  31, 2000 and 1999 to certain  officers and
directors of the Company:

<TABLE>
<CAPTION>

                                                SUMMARY COMPENSATION TABLE

                                            ANNUAL COMPENSATION                         LONG TERM COMPENSATION
                           ---------------------------------------------  ------------------------------------------------------
                                                                                       AWARDS          PAYMENTS
                                                                          --------------------------   ---------
                                                                          Restricted    Securities
Name of Individual                                       Other Annual       Stock       Underlying      LTIP          All Other
and Principal Position     Year     Salary      Bonus    Compensation(2)   Award(s)     Options/sars    Payouts       Compensation
----------------------     ----     ------      -----    ---------------   --------     ------------    -------       ------------
<S>                      <C>       <C>       <C>        <C>                <C>             <C>            <C>            <C>

William E. Gallagher       2000      $135,000  $15,000    $9,000             -0-            -0-            -0-             -0-
  President & COO          1999      $110,354  $ 3,700    $2,250             -0-            -0-            -0-             -0-

Bradley Garrison(1)        2000      $ 95,000  $23,750    $9,000             -0-            -0-            -0-             -0-
 Executive Vice President  1999      $ 30,003  $ 7,308    $3,000             -0-            -0-            -0-             -0-
 of Sales & Marketing

Robert W. Zolg             2000      $ 95,000  $  -0-     $   -0-            -0-            -0-            -0-             -0-
 Executive Vice President  1999      $ 95,000  $  -0-     $   -0-            -0-            -0-            -0-             -0-
 of Research & Development
 (Reink Imaging USA Ltd.)

Robert P. Sinatra          2000      $ 90,000  $  -0-     $6,000             -0-            -0-            -0-             -0-
 Secretary/Treasurer       1999      $ 70,771  $  -0-     $1,500             -0-            -0-            -0-             -0-
</TABLE>

(1) Indicates annual automobile allowance.

                                                       -21-

<PAGE>



The following table sets forth information concerning Options granted to our
officers and directors during the year ended December, 2000, pursuant to our
Employee Stock Option Plan. No stock appreciation rights ("SAR's") were granted.
<TABLE>
<CAPTION>

                                                     Percent of
                           Number of                 Total Options
                           Shares                    Granted to
                           Underlying                Employees in               Exercise Price
Name of Individual         Options Granted           Fiscal Year                Per Share        Expiration Date
------------------         ---------------           --------------             ----------       ---------------

<S>                        <C>                       <C>                        <C>              <C>  <C>
William E. Gallagher       225,000                   20.1%                      $ .67            5/25/2010

William M. Smith           225,000                   20.1%                      $ .67            5/25/2010

Robert P. Sinatra          150,000                   13.4%                       $.67            5/25/2010
</TABLE>


     The  following  table sets  forth  information  as to  Options  held by the
executive officers named in the Summary Compensation Table
<TABLE>
<CAPTION>

                                                                       Number of
                                                                       Securities                Value of
                                                                       Underlying                Unexercised
                                                                       Unexercised               In-the-Money
                                                                       Options at                at Fiscal
                                                                       Fiscal Year End           Year End
                           Shares                                            -                        -
                           Acquired                  Value             Exercisable/              Exercisable/
Name of Individual         Upon Exercise             Realized          Unexercisable             Unexercisable
------------------         -------------             --------          ---------------           --------------

<S>                                                                    <C> <C>                   <C> <C>
William E. Gallagher             N/A                   N/A             0 / 225,000               0 / 150,000

William M. Smith                 N/A                   N/A             0 / 225,000               0 / 150,000

Robert P. Sinatra                N/A                   N/A             0 / 150,000               0 / 100,000

</TABLE>

EMPLOYEE STOCK OPTION PLAN

     On April 5, 2000, the Company's Board of Directors (the "Board")
approved an Employee Stock Option Plan (the "Option Plan") subject to approval
by the Company's shareholders. Under the Option Plan, the Board in its
discretion, may grant stock options to purchase common stock of the Company to
officers and employees, including directors who are employees of the Company.
The Board authorized the reservation of 1,000,000 common shares in conjunction
with the authorization to grant an aggregate of 1,000,000 options pursuant to
the Option Plan. The shareholders approved the Option Plan on April 6, 2000.
After taking into consideration the Company's 3:2 forward stock split, the
authorized number of options and underlying common shares is 1,500,000.

     On May 26, 2000,  the  Company's  Board of Directors  approved the grant of
stock options to various  employees.  The options have an exercise price of $.67
per  share  and vest over a period  of three  (3)  years.  A total of  1,117,500
options were granted to various employees and officers under the Option Plan.

     As of December 31, 2000, there remain 382,500 options  available for grant.
Additional  options  may  become  available  to the extent  outstanding  options
terminate or expire unexercised.

                                      -23-

<PAGE>



     As of December 31, 2000, stock option activity is summarized as follows:
<TABLE>
<CAPTION>

                                            Number of Options
Options                                     and Underlying Shares               Exercise Price
----------                                  ---------------------               --------------
<S>                                              <C>
Authorized                                       1,500,000                             n/a
Granted                                          1,117,500                            $.67
Exercised                                               -0-                            n/a
Cancelled                                               -0-                            n/a

Available for grant
     at December 31, 2000                          382,500                             n/a
</TABLE>

EMPLOYMENT AGREEMENTS

     The Company  executed an  Employment  Agreement  with William E.  Gallagher
which  commenced  October 1, 1999.  The Employment  Agreement  provides that Mr.
Gallagher is to receive a base salary of $135,000  and yearly  bonuses up to one
hundred percent (100%) of his base salary,  said bonus  structured sixty percent
(60%) on objective  achievement and forty percent (40%) on Company profitability
as  established by the  Compensation  Committee.  Mr.  Gallagher is guaranteed a
minimum  bonus of $15,000 per year which he received for the year ended 2000. In
the event of termination by the Company,  without cause,  Mr. Gallagher would be
entitled to the balance remaining in the Employment  Agreement.  During the term
of his  employment  and for a period of twelve (12) months after he receives his
last compensation, under the Employment Agreement, Mr. Gallagher cannot directly
or indirectly compete with the Company.

     The Company  executed an  Employment  Agreement  with Robert  Sinatra which
commenced October 1, 1999. The Employment Agreement provides that Mr. Sinatra is
to receive a base salary of $90,000 and yearly bonuses up to forty percent (40%)
of his base  salary,  said bonus  structured  fifty  percent  (50%) on objective
achievement and fifty percent (50%) on Company  profitability  as established by
the Compensation Committee. In the event of termination by the Company,  without
cause, Mr. Sinatra would be entitled to the balance  remaining in the Employment
Agreement.  During the term of his  employment  and for a period of twelve  (12)
months after he receives his last compensation,  under the Employment Agreement,
Mr. Sinatra cannot directly or indirectly compete with the Company.

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information regarding the beneficial
ownership of the  Company's  Common Stock as of the date of this Report,  by (i)
each  person  who is known by the  Company  to own  beneficially  more than five
percent  (5%)  of the  Company's  outstanding  Common  Stock;  (ii)  each of the
Company's  officers  and  directors;  and (iii)  officers  and  directors of the
Company as a group:



                                      -24-

<PAGE>

<TABLE>
<CAPTION>


                                                                                Shares of Common          Percentage of
Name and Address                    Position                                    Stock Owned 1             Ownership
----------------                    ---------                                   ---------------------     --------------

<S>                                                                                    <C>                     <C>
William E. Gallagher                Director, President, and                          1,425,000               6.9%
c/o Reink Corp.                      Chief Operating Officer
2550 Haddonfield Road
Pennsauken, NJ 08110

William M. Smith                    Director, and Chief                                 300,000               1.5%
c/o Reink Corp.                     Financial Officer
2550 Haddonfield Road
Pennsauken, NJ 08110

Wayne J. Maddever                   Director                                             39,000                .2%
c/o Reink Corp.
2550 Haddonfield Road
Pennsauken, NJ 08110

Robert Sinatra                      Secretary and Treasurer                              75,000                .4%
c/o Reink Corp.
2550 Haddonfield Road
Pennsauken, NJ 08110

Anthony M. Pallante
c/o Manchester Consolidated Corp.   Shareholder                                      3,150,0002              15.4%
120 Adelaide Street West
Suite 2401
Toronto, Ontario,  M5H 1T1

Thomas J. Irvine
c/o 4C Holdings, Inc.               Shareholder                                      3,149,9993              15.4%
21670 Frontenoc Court
Boca Raton, Fl 33433

All officers and directors
as a group (4 persons)                                                                    1,839               9.0%
----------------------------------
</TABLE>

         1     As used herein,  the term beneficial  ownership with respect to a
               security is defined by Rule 13d-3 under the  Securities  Exchange
               Act of  1934  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 or direct
               the  disposition  of) with  respect to the  security  through any
               contract, arrangement, understanding,  relationship or otherwise,
               including  a right to acquire  such  power(s)  during the next 60
               days. Unless otherwise noted,  beneficial  ownership  consists of
               sole ownership, voting and investment rights.

         2     The  shares  are  issued in the name of  Manchester  Consolidated
               Corp. which is controlled by Anthony M. Pallante, former Chairman
               of the Company's Board of Directors

         3     The shares are issued in the name of 4C Holdings,  Inc.  which is
               controlled by Thomas J. Irvine,  former  Director,  President and
               CEO of the  Company,  and  controlling  shareholder  in  Reusable
               Technologies,  Inc.,  through  whom the Company has a contract to
               distribute certain products.



                                      -25-

<PAGE>



ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On May 19,  1999,  Reink was acquired by  Newmarket  Strategic  Development
Corp.  ("Newmarket") for 11,850,000 shares of Newmarket stock pursuant to a Plan
of Merger between Reink and Newmarket.  Newmarket then changed its name to Reink
Corp.  In  connection  with the  issuance  of  shares  to Reink  Corp.,  Anthony
Pallante,  through  Manchester  Consolidated  Corp.,  received 3,150,000 shares;
former officer and director Thomas Lawrence received  3,150,000  shares;  former
officer  and  director  Thomas  Irvine,  through  4C  Holdings,  Inc.,  received
3,149,999 shares; and William M. Smith received 75,000 shares.

     In  connection  with the  issuance  of the  Company's  securities  to these
investors,  the Company  relied upon Section 4(2) of the Securities Act of 1933,
as amended (the "Act") for exemption from the  registration  requirements of the
Act.

     In December,  1999,  the Company  sold  1,390,350  shares of the  Company's
Common Stock at $.83 per share for an aggregate of $1,158,625.00 net of expenses
pursuant to an August  1999  Private  Placement  Offering  to  sixty-seven  (67)
accredited  investors.   In  connection  with  the  issuance  of  the  Company's
securities to these accredited investors pursuant to the private placement,  the
Company  relied on Rule 506 of  Regulation D and/or  Section 4(2) of the Act for
exemption from the registration requirements of the Act.

     Pursuant to an  agreement  dated  September  1999,  the  Company  issued an
aggregate  of  1,200,000  shares of Common  Stock to  William  E.  Gallagher  in
connection with the Company's acquisition of Reink Imaging and Brittany LLC. The
Company issued 712,500 common shares at $.73 per share and 487,500 common shares
at $1.17 per share.  The Company paid  $1,091,250 for Reink Imaging and $250,000
for Brittany.

     In May 2000, the Company issued 300,000 common shares at $1.17 per share to
William E. Gallagher in  consideration  for his  modification and extension of a
note dated September 30, 1999, in the principal amount of $250,000. The note was
made in connection with the Company's  acquisition of Brittany LLC. The terms of
the note required twelve (12) equal monthly  payments with the final payment due
September  2000.  Mr.  Gallagher  agreed to  convert  the note to a demand  note
payable at an unspecified future date.

     In May 2000,  the Company  issued  900,000 of the common shares at $.80 per
share and 112,500  common  shares at $1.17 per share to three (3)  entities  for
consulting and professional services rendered.

     In May 2000,  the Company  issued to William M. Smith 225,000 common shares
at $1.17 per share for services rendered.

     In connection with the aforementioned issuances of the Company's securities
to Messrs.  Gallagher and Smith and the three (3) entities,  the Company  relied
upon Section 4(2) of the Act for exemption from the registration requirements of
the Act.

     In June and July 2000,  the  Company  sold nine (9) units of the  Company's
securities  to two (2)  accredited  investors  for  aggregate  consideration  of
$450,000. Each Unit consisted of 37,500 shares of Common Stock and 22,500 Common
Stock  Purchase  Warrants,  at a cost of $50,000  per Unit.  Each  Common  Stock
Purchase  Warrant is  exercisable  to  purchase  one (1) share of the  Company's
Common Stock at $.84 per share during the five (5) year period  commencing  from
the issuance date. In connection  with the issuance of the Company's  securities
to these accredited  investors  pursuant to the private  placement,  the Company
relied on Rule 506 of Regulation D and/or  Section 4(2) of the Securities Act of
1933, as amended (the "Act") for exemption from the registration requirements of
the Act.


                                      -26-

<PAGE>




     In October  2000,  the  Company  sold  600,000  shares of Common  Stock and
360,000  Common  Stock  Purchase  Warrants to one (1)  accredited  investor  for
aggregate  consideration  of  $800,000.  Each Common Stock  Purchase  Warrant is
exercisable to purchase one (1) share of the Company's  Common Stock at $.84 per
share  during a five (5) year  period  commencing  from the  issuance  date.  In
connection  with the  issuance of the  Company's  securities  to the  accredited
investor  pursuant to the private  placement,  the Company relied on Rule 506 of
Regulation D and/or  Section 4(2) of the Securities Act of 1933, as amended (the
"Act") for exemption from the registration requirements of the Act.

     On September  13, 2000 the Company  issued  487,500  shares of Common Stock
valued at $.80 per share under two consulting  agreements to two (2) non-related
parties for various marketing and strategic  services.  Both contracts are for a
period of one year and commence during September and October 2000, respectively.
In addition,  the Company  issued 105,000 shares of Common Stock during 2000 for
legal services rendered.

     In  September,   2000,  the  Company's   Board  of  Directors   approved  a
three-for-two  stock  split of the  Company's  Common  Stock,  effective  at the
opening of trading on September 29, 2000. All  calculations  of number of shares
in this Report have been  adjusted to reflect the three-  for-two  forward stock
split.


                                      -27-

<PAGE>



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

(A)       Exhibits

(2)       Plan and Agreement of Reorganization by Merger of Reink Corp. With and
          Into Newmarket  Strategic  Development  Corp.  Under the Name of Reink
          Corp.1

(3)(i)    Articles of Incorporation and Amendments 1

(3)(ii)   By-Laws 1

(9)       Agreement  for  Sale and  Purchase  of  Assets  of  Assembly  Services
          Unlimited,  Inc. d/b/a Wildan Services and Membership  Certificates of
          Brittany LLC and Plan of Reorganization1

(10)(a)   Exclusive Agreement for Distribution of Product 1

(10)(b)   Employment Agreements:
                William E. Gallagher 1
                Robert Sinatra 1


(b)       During the quarter  ended  December 31, 2000,  and through the date of
          the filing of this Form 10-KSB,  the Company  filed no reports on Form
          8-K.
--------------------------------------------

1        Incorporated  by  reference  to  the  Company's  Form 10  (SEC File No.
         0-31040) as filed on February 9, 2001.


                                      -28-

<PAGE>


                                   SIGNATURES

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

                                         REINK CORP.


Dated: September 20, 2001                    By: /s/ William E. Gallagher
                                         ---------------------------------------
                                                 William E. Gallagher, President


In accordance with the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>

Signature                                   Capacity                                    Date

<S>                                                                                            <C>
(i) Principal Executive Officer             President, Chief Operating                  September 20, 2001
/s/William E. Gallagher                     Officer and Director
-------------------------
William E. Gallagher

(ii)  Principal Financial and               Executive Vice President                    September 20, 2001
         Accounting Officer                 Chief Financial Officer
                                            and Director
/s/ William M. Smith
-------------------------
William M. Smith


/s/ Robert P. Sinatra                       Secretary/Treasurer                         September 20, 2001
-------------------------
Robert P. Sinatra

/s/ Wayne J. Maddever                       Director                                    September 20, 2001
-------------------------
Wayne J. Maddever

</TABLE>

                                      -29-


<PAGE>




                          REINK CORP. AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



Independent Auditors' Report................................................ F-1

Consolidated Balance Sheet.................................................. F-2

Consolidated Statements of Operations....................................... F-3

Consolidated Statement of Stockholders' Equity(Deficit)..................... F-4

Consolidated Statements of Cash Flows.....................................F-5 -6

Notes to Consolidated Financial Statements................................F-7-18

<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Board of Directors
Reink Corp. and Subsidiaries.


     We have audited the accompanying  consolidated balance sheet of Reink Corp.
and  Subsidiaries  as  of  December  31,  2000,  and  the  related  consolidated
statements of operations,  changes in  stockholders'  equity  (deficit) and cash
flows for the years ended December 31, 2000 and 1999. These financial statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

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

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly, in all material respects, the consolidated financial position of
Reink Corp.  and  Subsidiaries  as of December  31, 2000,  and the  consolidated
results of their  operations  and their cash flows for the years ended  December
31, 2000 and 1999, in conformity with generally accepted accounting principles.

     The accompanying  financial statements have been prepared assuming that the
Company  will  continue as a going  concern.  As  discussed  in Note 2(a) to the
consolidated financial statements,  the Company incurred losses of approximately
$3,000,000  and  $1,300,000  for the years  ended  December  31,  2000 and 1999,
respectively and had a working capital deficiency of approximately $1,639,000 at
December  31,  2000.  In  addition,  the  Company  is in  default of its loan of
$500,000.  These conditions create substantial doubt about the Company's ability
to continue as a going concern. Management's plans with respect to these matters
are  described  in  Note  2(a) to the  consolidated  financial  statements.  The
accompanying  consolidated  financial  statements do not include any adjustments
that might result from the outcome of these uncertainties.



                                                   /s/ Feldman Sherb & Co., P.C.
New York, New York                                     Feldman Sherb & Co., P.C.
March 23, 2001                                      Certified Public Accountants










                                      F-1
<PAGE>

                          REINK CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2000

<TABLE>
<CAPTION>

                                     ASSETS
                                     -------
 CURRENT ASSETS:
<S>                                                                                                   <C>
      Cash and cash equivalents                                                                       $         140,531
      Accounts receivable(net of allowance for doubtful accounts of $40,000)                                    987,886
      Inventories                                                                                               724,757
      Prepaid expenses and other current assets                                                                  45,619
                                                                                                       -----------------
            TOTAL CURRENT ASSETS                                                                              1,898,793

 PROPERTY,  PLANT AND EQUIPMENT,  net                                                                         1,353,709

 GOODWILL, net                                                                                                1,144,030
                                                                                                       -----------------
                                                                                                      $       4,396,532
                                                                                                       =================

                    LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES:
      Accounts payable                                                                                $       1,389,549
      Accrued expenses                                                                                          522,773
      Due to shareholders                                                                                       238,600
      Loans payable                                                                                             500,000
      Loans payable - related party                                                                             282,500
      Mortgage payable                                                                                          604,313
                                                                                                       -----------------
            TOTAL CURRENT LIABILITIES                                                                         3,537,735
                                                                                                       -----------------
 STOCKHOLDERS' EQUITY:

      Common Stock, $.001 par value, 100,000,000 shares authorized,
         20,507,851 shares issued and outstanding                                                                20,508
      Additional paid-in-capital                                                                              5,955,771
      Prepaid fees and services                                                                                (540,000)
      Accumulated deficit                                                                                    (4,577,482)
                                                                                                       -----------------
            TOTAL STOCKHOLDERS' EQUITY                                                                          858,797
                                                                                                       -----------------
                                                                                                      $       4,396,532
                                                                                                       =================
</TABLE>

                 See notes to consolidated financial statements.
                                      F-2

<PAGE>


                          REINK CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                                         Years Ended December 31,
                                                                                -------------------------------------------
                                                                                        2000                   1999
                                                                                ---------------------   -------------------

<S>                                                                         <C>                      <C>
REVENUES                                                                    $              7,398,953 $           7,538,169

COST OF GOODS SOLD                                                                         4,864,464             4,238,464
                                                                                ---------------------   -------------------
     GROSS PROFIT                                                                          2,534,489             3,299,705
                                                                                ---------------------   -------------------

OPERATING EXPENSES:
     Selling, general and administrative                                                   4,526,038             3,885,384
     Research and development                                                                416,615               461,511
     Depreciation and amortization                                                           361,864               186,802
                                                                                ---------------------   -------------------
     TOTAL OPERATING EXPENSES                                                              5,304,517             4,533,697
                                                                                ---------------------   -------------------
LOSS  FROM OPERATIONS                                                                     (2,770,028)           (1,233,992)

INTEREST EXPENSE                                                                            (208,809)              (36,111)
                                                                                ---------------------   -------------------

     NET LOSS                                                               $             (2,978,837)$          (1,270,103)
                                                                                =====================   ===================
NET LOSS PER SHARE, BASIC AND DILUTED                                       $                  (0.16)$               (0.07)
                                                                                =====================   ===================
WEIGHTED AVERAGE NUMBER OF SHARES
     USED IN COMPUTATION                                                                  18,588,163            16,952,850
                                                                                =====================   ===================


</TABLE>

                 See notes to consolidated financial statements.

                                      F-3

<PAGE>

                          REINK CORP. AND SUBSIDIARIES

       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
       -------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                 Common Stock        Additional                                    Total
                                            -----------------------   Paid-In     Accumulated    Prepaid fees   Stockholders'
                                              Shares      Amount      Capital       Deficit      and services   Equity(Deficit)
                                            ------------  ---------  -----------  -------------  -------------  ------------



<S>               <C>                        <C>        <C>        <C>          <C>            <C>            <C>
Balance - January 1, 1999                    11,850,000 $   11,850 $    158,304 $     (328,542)$            - $    (158,388)

   Outstanding common stock of Newmarket,     3,000,000      3,000       11,900              -              -        14,900
   Inc. at date of merger

   Sale of common stock                       1,390,350      1,390    1,157,235              -              -     1,158,625

   Shares issued for acquisition of Assembly
   Services Unlimited, Inc.                     712,500        713      521,787              -              -       522,500

      Net loss                                        -          -            -     (1,270,103)             -    (1,270,103)

                                            ------------  ---------  -----------  -------------  -------------  ------------
Balance - December 31, 1999                  16,952,850     16,953    1,849,226     (1,598,645)             -       267,534

   Net liability transferred upon sale of
   Renewable Resources                                -          -      365,457              -              -       365,457

   Sale of stock and warrants for cash          937,500        937    1,199,063              -              -     1,200,000

   Options issued in connection with                  -          -       34,642              -              -        34,642
   consulting agreements

   Stock issued for services                  2,130,000      2,130    1,939,121              -       (540,000)    1,401,251

   Stock issued for purchase of Assembly        487,500        488      568,262              -              -       568,750
   Services, Inc.

   Net loss                                           -          -            -     (2,978,837)             -    (2,978,837)

                                            ------------  ---------  -----------  -------------  -------------  ------------
Balance - December 31, 2000                  20,507,850 $   20,508 $  5,955,771 $   (4,577,482)$     (540,000)$     858,797
                                            ============  =========  ===========  =============  =============  ============
</TABLE>

                See notes to consolidated financial statements.

                                       F-4
<PAGE>

                          REINK CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                             Years Ended December 31,
                                                                                        -----------------------------------
                                                                                              2000               1999
                                                                                        ----------------   ----------------
 CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                  <C>                 <C>
      Net  loss                                                                      $       (2,978,837) $      (1,270,103)
                                                                                        ----------------   ----------------
      Adjustments to reconcile loss to net cash used in operating activities:
              Depreciation                                                                      227,306            150,350
              Amortization                                                                      134,549             36,452
              Stock issued for services                                                       1,401,250                  -
              Options issued for services                                                        34,643                  -

      Changes in operating assets and liabilities:
          Increase (decrease) in accounts receivable                                            (34,502)           362,917
          Increase(decrease) in prepaid expenses and other current assets                        42,546            (68,319)
          (Decrease) in accounts receivable -  other                                                  -           (203,252)
          (Decrease) increase in inventories                                                    133,397           (187,477)
          Increase (decrease) in other assets                                                    (4,191)            24,805
          (Decrease)increase in accounts payable                                                (56,304)           601,211
          Decrease  in payroll taxes payable                                                   (109,526)          (175,116)
          Decrease in due to shareholders                                                      (101,400)                 -
                                                                                        ----------------   ----------------
              Total adjustments                                                               1,667,768            541,571
                                                                                        ----------------   ----------------
          NET CASH  USED IN OPERATING ACTIVITIES                                             (1,311,069)          (728,532)
                                                                                        ----------------   ----------------
 CASH FLOWS FROM INVESTING ACTIVITIES:
      Net cash received in acquisition of subsidiary                                                  -             39,920
      Purchase of fixed assets                                                                 (101,572)          (263,916)

                                                                                        ----------------   ----------------
          NET CASH  USED IN INVESTING ACTIVITIES                                               (101,572)          (223,996)
                                                                                        ----------------   ----------------
 CASH FLOWS FROM FINANCING ACTIVITIES:
      Repayment of bank loans                                                                  (683,365)           (12,128)
      Proceeds from bank borrowings                                                           1,000,000                  -
      Proceeds from issuance of note payables                                                   119,000             51,000
      Repayment of note payables                                                                (22,240)           (63,604)
       Repayment of note payable - purchase of Brittany, LLC.                                   (75,000)
      Repayment of note payables in connection with Technology asset                                  -            (50,000)
      Decrease  in capital lease obligations                                                          -             (5,249)
      Net change in revolving credit line                                                        (2,585)             2,296
      Decrease  in due to shareholder                                                                 -            (51,000)
      Repayment of notes payable to shareholder                                                       -            (62,500)
      Sale of common stock                                                                    1,200,000          1,158,625
                                                                                        ----------------   ----------------
           NET CASH PROVIDED BY  FINANCING ACTIVITIES                                         1,535,810            967,440
                                                                                        ----------------   ----------------
 NET INCREASE IN CASH                                                                           123,169             14,912

 CASH AT BEGINNING OF YEAR                                                                       17,362              2,450
                                                                                        ----------------   ----------------
 CASH AT END OF YEAR                                                                 $          140,531  $          17,362
                                                                                        ================   ================

</TABLE>


                 See notes to consolidated financial statements.

                                       F-5
<PAGE>


                          REINK CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>


                                                                                             Years Ended December 31,
                                                                                        -----------------------------------
 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                            2000               1999
                                                                                        ----------------   ----------------
<S>                                                                                  <C>                 <C>
      Cash paid for interest                                                         $          208,809  $          36,111
                                                                                        ================   ================
      Cash paid for income taxes                                                     $                -  $               -
                                                                                        ================   ================

 SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

      Issuance of 712,500 shares of common stock for purchase of Assembly            $                -  $         522,025
                                                                                        ================   ================
      Issuance of note payable for purchase of Brittany, LLC.                        $                -  $         250,000
                                                                                        ================   ================
      Issuance of note payable in connection with purchase of Technology             $                -  $         850,000
                                                                                        ================   ================
      Additional Issuance of 487,500 shares of common stock for purchase of Assembly $          568,750  $               -
                                                                                        ================   ================
      Capital contribution in connection with sale of Renewable Resources            $          365,457 $                -
                                                                                        ================   ================

</TABLE>

                 See notes to consolidated financial statements.

                                      F-6
<PAGE>

                        REINK CORP, INC AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 2000 AND DECEMBER 31, 1999


1.        ORGANIZATION AND SIGNIFICANT EVENTS

          Reink Corp,  Inc.  ("Reink") was  incorporated in Delaware on March 6,
          1999 and as discussed  below,  acquired on April 9,1999,  the stock of
          Renewable Resources,  Inc.("Renewable").  Renewable  manufactures bulk
          ink,  toner  cartridges,  and ribbons for sale to customers as well as
          ink for use in the manufacture of ink jet refill kits using a patented
          method  to safely  and  economically  refill  ink jet  cartridges  and
          manufacture  compatible  cartridges.  The  products  are  sold to both
          wholesale   distributors   and  retail  office  supply  stores,   both
          domestically and internationally.

          Reink acquired 100% of the shares of Renewable Resources, Inc. for the
          following  consideration:  (a) $70 at  closing;  (b)  commitment  by a
          shareholder  of Reink to arrange  financing for Reink or Renewable for
          at least  $600,000 in the form of equity and/or debt; (c) agreement by
          a  debtor  of  Renewable  to  forgive  all  indebtedness   outstanding
          retroactive  to December  31,  1998;  a  principal  of such debtor was
          retained by  Renewable to provide  consulting  services to the Company
          for a monthly fee of $9,028 for an  eighteen-month  period  commencing
          July 1, 1999; (d) the sole shareholder of Renewable received 3,150,000
          shares of Reink common stock.

          On May 19, 1999, Reink was acquired by Newmarket  Strategic  Holdings,
          Inc.  a shell  corporation  which  had  3,000,000  shares  outstanding
          ("Newmarket") for 11,850,000 shares of Newmarket stock pursuant to the
          Plan of Merger between Reink and Newmarket. Newmarket then changed its
          name to Reink Corp.  In both of the  aforementioned  transactions  the
          acquiree  became  the  controlling  entity.  The  transaction  between
          Renewable and Reink has been  accounted  for as a reverse  acquisition
          under the purchase method for business  combinations.  The transaction
          between   Reink   and   Newmarket   has  been   accounted   for  as  a
          recapitalization. The continuing operating entity in both transactions
          is Renewable..

          Reink Corp  established a holding  company called Reink Canada,  Corp.
          for purposes of generating future business in Canada.

          On September 30, 1999,  Reink  purchased all of the assets and assumed
          all  of  the  liabilities  of  Assembly  Services  Unlimited,  Inc.  (
          "Assembly")  and 100% of the  membership  interest of Brittany LLC. ("
          Brittany" ), the entity owning the property on which Assembly conducts

                                       F-7

<PAGE>



          its  operations.  Assembly is a  manufacturer  of toners and  ribbons.
          Reink initially  issued 712,500 shares of its stock valued at $.73 per
          share for the  acquisition  of  Assembly  and in May  2000,  issued an
          additional  487,500  shares at a value of $1.17 per share.  The values
          used were based upon the market price of Reink shares.  The total cost
          of acquisition was $1,091,250. Furthermore, the Company issued 225,000
          options at an exercise price of $.67 per share which vest over a three
          year period and expire in 10 years.  Reink paid $250,000 for Brittany.
          In September 1999,  Reink formed Reink,  USA, Ltd.  ("Ltd") to receive
          the assets and liabilities  purchased from Assembly. In November 1999,
          Ltd changed its name to Reink  Imaging USA, Ltd.  Hereinafter,  all of
          the above entities are collectively referred to as the "Company".

          On June 30, 2000, the Company sold 100% of the stock of Renewable back
          to its former  shareholder.  The sale,  as amended,  provided  for the
          Company to pay Renewable  $140,000  payable on a quarterly basis based
          on an amount equal to 10% of Reink Corp's consolidated net income. All
          payments  under this  clause  will be made to an escrow  account to be
          held to satisfy obligations of the Corporation to the Internal Revenue
          Service  related  to  outstanding  payroll  taxes and in  relation  to
          obligations to a credit card company.  However,  the Company  retained
          certain  assets  of  Renewable  including  cash,   inventory  and  its
          principal operating assets which the Company had collateralized  under
          a security  agreement.  The Company also agreed to supply  certain ink
          products  to  Renewable  at an agreed  upon price  with  approximately
          $240,000  (cost  of  $200,000)  of  such  products  at  no  charge  to
          Renewable,  the  balance  of which is $98,600 at  December  31,  2000.
          Accordingly,  "due to  shareholder"  of $238,600  in the  accompanying
          balance sheet reflects the remaining  obligation to such  shareholder.
          The Company is  continuing  in the business of  manufacturing  ink jet
          supplies.

          The  effect  of the  sale  of  Renewable,  net  of the  aforementioned
          payables, is recorded as additional paid-in-capital of $365,457.

          A summary of the assets and liabilities  that were  transferred in the
          sale of Renewable are as follows:

                      Assets                                     Liabilities

Cash                          $       307    A/P Trade            $   915,185
Accounts Receivable  - other      203,252(a) Accrued expenses          31,986
Prepaid other                      16,043    Payroll taxes payable    201,950
Fixed assets                       66,403    Capital leases            21,725
Patents                           108,143    N/P -Technology          800,000
Security Deposits                  21,241
Technology                        850,000
                              -----------                          -----------
TOTAL                         $ 1,265,389                         $ 1,970,846
                              ===========                          ===========

          (a)Accounts  receivable-other represents amounts due from an unrelated
          party for ink shipments.

          On  September   13,  2000,   an  amendment  to  the   certificate   of
          incorporation  was  filed  to  reflect  an  increase  in the Company's

                                       F-8

<PAGE>



          authorized shares to 100,000,000.

          On September  18, 2000 the Company's  board of directors  approved a 3
          for 2 stock split for  stockholders  of record on September  28, 2000.
          All references to shares in the accompanying financial statements have
          been adjusted to reflect such stock split.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         a.    Basis of presentation - The accompanying  consolidated  financial
               statements have been prepared  assuming the Company will continue
               as  a  going  concern.   The  Company  has  incurred   losses  of
               approximately  $3,000,000  and  $1,300,000  for the  years  ended
               December 31, 2000 and December  31,  1999,  respectively,  and at
               December  31,  2000,   had  a  working   capital   deficiency  of
               approximately  $1,639,000.  In addition,  the Company's remaining
               aggregate  bank loan of $500,000  which was  obtained in February
               and April 2000 is currently in default.  These  conditions  raise
               doubt about the Company's ability to continue as a going concern.
               The recovery of assets and continuation of future  operations are
               dependent upon the Company's ability to obtain additional debt or
               equity financing and its ability to generate revenues  sufficient
               to continue  pursuing its  business  purposes.  The  accompanying
               financial statements do not include any adjustments that might be
               necessary  should the  Company be unable to  continue  as a going
               concern.

         b.    Principals  of   consolidation  -  The   consolidated   financial
               statements include the accounts of the Company and its wholly own
               subsidiaries.  All material  intercompany  transactions have been
               eliminated.  . c.  Goodwill  - The cost in excess  of net  assets
               acquired(Goodwill)  is amortized using the straight - line method
               over 10 years  which is the  estimate  of  future  periods  to be
               benefited.

         d.    Accounting estimates - The preparation of financial statements in
               accordance with generally accepted accounting principles requires
               management to make  significant  estimates and  assumptions  that
               affect the reported amounts of assets and liabilities at the date
               of the financial  statements and the reported amounts of revenues
               and expenses  during the reporting  period.  Actual results could
               differ from those estimates.

         e.    Cash and cash  equivalents - For the purposes of the statement of
               cash  flows,  the  Company   considers  all  highly  liquid  debt
               instruments  purchases with a maturity of three months or less to
               be cash equivalents.

         f.    Inventories  -  Inventories  are recorded at the lower of cost or
               market.  Cost is determined using the first-in  first-out method.
               Work  -  in  -  process  inventory  includes  labor,   materials,
               supplies, and overhead and are stated at lower of cost or market.

                                       F-9

<PAGE>





         g.    Property  and  equipment - Property and  equipment  are stated at
               cost and  depreciated  using the  straight-line  method  over the
               estimated useful lives of the assets.

         h.    Fair  value  of  financial  instruments  - The  carrying  amounts
               reported in the  balance  sheet for cash,  receivables,  accounts
               payable, and accrued expenses approximate fair value based on the
               short-term maturity of these instruments.

         i.    Income  taxes - The Company  accounts  for income taxes under the
               provisions  of Statement of Financial  Accounting  Standards  No.
               109,  "Accounting  for Income Taxes" (SFAS No. 109). SFAS No. 109
               requires the  recognition of deferred tax assets and  liabilities
               for both the expected impact of differences between the financial
               statements and tax basis of assets and  liabilities,  and for the
               expected  future tax benefit to be derived  from tax loss and tax
               credit carry  forwards.  SFAS No. 109  additionally  requires the
               establishment of a valuation  allowance to reflect the likelihood
               of realization of deferred tax assets.

         j.    Revenue  recognition  - Income from sales of goods is  recognized
               when  the  orders  are  completed  and  shipped,   provided  that
               collection  of the resulting  receivable  is reasonably  assured.
               Substantially  all of the  Company's  goods  are  shipped  F.O.B.
               shipping point. Amounts billed to customers are recorded as sales
               while the shipping costs are included in cost of sales.


         k.    Impairment   of  long-lived   assets  -  Long-lived   assets  and
               intangibles  are  reviewed  for  impairment  whenever  events  or
               changes in circumstances  indicate that the carrying amount of an
               asset may not be recoverable. Recoverability of assets to be held
               and used is measured by a comparison  of the  carrying  amount of
               the assets to the future net cash flows  expected to be generated
               by the assets. If such assets are considered to be impaired,  the
               impairment  to be  recognized  is measured by the amount by which
               the carrying  amount of the assets  exceeds the fair value of the
               assets. At December 31, 2000, the Company believes that there has
               been no impairment of its long-lived assets.

         l.    Earnings per share - Basic net income  (loss) per common share is
               based on the  weighted  average  number  of  shares  outstanding.
               Options  and  warrants   have  been   excluded  as  common  stock
               equivalents  in the diluted  earnings per share  because they are
               either  antidilutive,  or their  effect  is not  material.  Total
               shares issued if outstanding options and warrants were excercised
               net of repurchased  shares at the yearly average price amounts to
               378,478 shares.

         m.    Research and development - Research and development  expenditures
               are charged to operations as incurred.

         n.    Financial  statement  presentation - Certain  amounts in the 1999
               financial  statements  have been  reclassified  to conform to the
               2000 presentation.


                                      F-10

<PAGE>



         o.    Stock based  compensation  - The Company  accounts  for  employee
               stock  transactions  in  accordance  with  APB  Opinion  No.  25,
               "Accounting  For Stock  Issued To  Employees."  The  Company  has
               adopted the  proforma  disclosure  requirements  of  Statement of
               Financial   Accounting   Standards  No.  123,   "Accounting   For
               Stock-Based Compensation." The Company accounts for the valuation
               of stock issued for goods and services in accordance with FAS 123
               based on the fair value of the consideration received or the fair
               value  of  the  equity  instruments  issued,  whichever  is  more
               reliably  measured and in accordance  with  Emerging  Issues Task
               Force  96-18  which  prescribes  the  measurement  date  for  the
               issuance of such instruments.

         p.    New accounting standards

         (i)   In June 1999,  the Financial  Accounting  Standards  Board (FASB)
               issued Statements  Financial  Accounting  Standard No. 137 ("SFAS
               No. 137"),  "Accounting  for Derivative  Instruments  and Hedging
               Activities - Deferral of the Effective Date of FASB Statement No.
               133".  SFAS  No.  137  amends  SFAS  no.  133,   "Accounting  for
               Derivative Instruments and Hedging Activities",  which was issued
               in June 1998.  SFAS 137 defers the effective date of SFAS No. 133
               to all fiscal years beginning  after June 15, 2000.  Accordingly,
               the  Company  will adopt the  provisions  of SFAS No. 133 for the
               fiscal year 2001,  which  commences  on December  30,  2000.  The
               application of the new  pronouncement  should not have a material
               impact on the Company's financial statements.

         (ii)  In December  1999,  the United  States  Securities  and  Exchange
               Commission  released Staff Accounting  Bulletin No. 101 ("SAB No.
               101"),  "Revenue  Recognition  in  Financial  Statements".   (The
               implementation  date of SAB 101, was subsequently  amended by SAB
               101A and SAB 101B.) Under SAB 101 additional  guidance on revenue
               recognition  and related  disclosure  requirements  are required.
               Implementation  of SAB No.  101 is  required  no  later  than the
               fourth fiscal  quarter of fiscal years  beginning  after December
               15, 1999, but is effective retroactively to the beginning of that
               fiscal period (per SAB 101B).  Company  management  has evaluated
               the  standard and the  reporting  implications  thereof,  and has
               determined  that  there will not be a  significant  impact on the
               Company's operating results.

3.       INVENTORIES

          Inventories consist of the following at December 31, 2000:




          Raw Materials                               $                 501,201
          Work in Process                                                42,768
          Finished goods                                                180,788
                                                         -----------------------
                                                      $                 724,757
                                                         =======================


4.       PROPERTY AND EQUIPMENT

                                      F-11

<PAGE>




         Property and equipment consists of the following at December 31, 2000:


                                            Estimated
                                           useful life
                                       ------------------

          Land                                            $            170,429
          Building                        39 years                     711,551
          Computers and software           5 years                     407,117
          Furniture and fixtures           5 years                      34,656
          Machinery and equipment          7 years                     748,079
          Leasehold improvements           7 years                      95,372
                                                            --------------------
                                                                      2,167,204
          Less accumulated depreciation                                 813,495
                                                            --------------------
                                                           $          1,353,709
                                                            ====================

5.        LOANS PAYABLE - BANK

          In February 2000, the Company obtained a $1,000,000 borrowing facility
          from a  commercial  bank  bearing  interest  at 12% per annum  payable
          quarterly . The terms of the loan agreement  required that any balance
          outstanding  on the loan be paid by  November  25,  2000.  The loan is
          collateralized by the Company's accounts receivable and inventory.  On
          February 29, 2000 and April 26, 2000 the Company borrowed $900,000 and
          $100,000,   respectively.   The  Company  made  payments  against  the
          principal  of  $150,000  in  November  2000 and  another  $350,000  in
          December  2000.  The  Company is in default on this note and is in the
          process of negotiating a repayment schedule with the bank.

6.        RELATED PARTY TRANSACTIONS

          a.        NOTES PAYABLE RELATED PARTIES

          (i).      The Company received advances from three  shareholders,  two
                    of which are  officers,  aggregating  $170,000  in  December
                    2000.  The borrowings are due on demand and bear interest at
                    14%.

          (ii).     On October 1, 1999,  the Company  purchased  the  membership
                    certificates of Brittany,  a limited  liability company that
                    owns the  Company's  New  Jersey  location,  from the former
                    shareholder  of  Assembly  Services   Unlimited,   Inc.  The
                    purchase   price  was   $250,000   payable   in  12  monthly
                    installments of $20,833. The  note  bears  no  interest.  On
                    May  26,  2000,  the  payment  terms  were  amended  to  the
                    following:  $75,000, $37,500 and $75,000 to be paid June 12,
                    2000, September 10, 2000 and January 1, 2001,  respectively.
                    In addition,  on May 26, 2000,  the  Company  issued 300,000

                                      F-12

<PAGE>



                    shares of common stock  related to the former  shareholder's
                    agreement to modify the payment  terms and recorded a charge
                    to  operations  of  $350,000.  The  balance  on the  note at
                    December  31, 2000 is  $112,500.  The holder of the note has
                    waived any defaults on this note.

         b.         CONSULTING FEES

                    The Company paid  approximately  $130,000 in consulting fees
                    to a shareholder/officer for various financial and corporate
                    services.  The  agreement  provides  for up to  $25,000  per
                    month(based on invoicing for each period).  The Company also
                    paid the  shareholder  of  Renewable  Resources  $40,000  in
                    consulting fees.

7.        MORTGAGE PAYABLE

          In  connection  with the purchase of Brittany,  the Company  assumed a
          mortgage  bearing  interest at a rate of 14% per annum . The  mortgage
          requires  monthly  payments of interest only of $7,400 until  December
          31, 2001 when a balloon principal payment of $600,000 will be due.

8.        STOCKHOLDERS EQUITY

          STOCK ISSUED FOR SERVICES

          On May 26, 2000, the Company issued 300,000 shares at a price of $1.17
          per share to the former  shareholder of Assembly  Services  Unlimited,
          Inc. as consideration  for modification of the note in connection with
          the purchase of Assembly Services Unlimited by the Company.

          On May 26, 2000,  the Company issued 225,000 shares of common stock to
          an  officer  at a price of $1.17 per share  and  recorded  a charge to
          operations of $262,500. The shares represent consideration for various
          financial and strategic consulting services.

          On May 26, 2000,  the Company  issued  900,000  shares of common stock
          which  during the period  ended  December 31, 2000 were valued at $.80
          per share to two consultants as per contract.  The contracts are for a
          period  of one year with one  commencing  of April 1, and the other on
          July 1, 2000.  The Company has  recorded an expense of $450,000 in the
          current year and has recorded $270,000 as prepaid fees and services as
          per the  length of the  contract.  In  addition,  the  Company  issued
          112,500 shares of to a consultant for various services with a recorded
          expense of $131,250.

          On  September  13, 2000 the Company  issued  487,500  shares of common
          stock which during the period  ended  December 31, 2000 were valued at
          $.80 per share under two consulting

                                      F-13

<PAGE>



          agreements to non related parties for various  marketing and strategic
          services.  Both contracts are for a period of one year and commence on
          September and October 2000, respectively.  The Company has recorded an
          expense of $120,000  and  $270,000 as prepaid  services  and fees.  In
          addition,  the  Company  issued  105,000  shares of stock for $.83 per
          shares for various legal  services.  The amount charged to expense for
          such services was $87,500.

          PRIVATE PLACEMENTS

          In June and July 2000,  the  Company  received  $450,000  in a private
          placement from a third party investor.  The Company sold 9 units which
          includes  37,500 shares of common stock and 22,500  purchase  warrants
          per unit with each unit valued at $50,000.  Total  shares and warrants
          sold were 337,500 and  202,500,  respectively.  The purchase  warrants
          which vest immediately,  allow for the purchase of one share of common
          stock  at a  price  of $.84  per  share  for a  period  of five  years
          commencing form the date of issuance.

          In October 2000,  the Company  received  $800,000 from the issuance of
          600,000  shares of common  stock and  360,000  purchase  warrants to a
          third party investor. The warrants, which vest immediately,  allow for
          the  purchase  of one  share of  common  stock for a price of $.84 per
          share for a period of five years.

          WARRANTS

          On  October  28,  1999,  the  Company  issued  375,000   warrants  for
          consideration  of  consulting  services to be rendered for a period of
          two years.  Each  warrant  provides the right to purchase one share of
          the Company's common stock and is vested upon issuance..  The exercise
          prices are as follows;  150,000 warrants at $.83;  150,000 warrants at
          $1.33 and 75,000  warrants at $1.67.  The warrants may be exercised at
          any time before October 19, 2004. Total expense  recognized under this
          agreement was approximately $35,000 in 2000. No expense was recognized
          in 1999.

9.        STOCK OPTIONS

          On May 26, 2000, the Company's  Board of Directors  approved the grant
          of stock  options to various  employees.  The options have an exercise
          price of $.67 per share and vest over a period of three years. A total
          of 1,117,500  options were granted to various  employees  and officers
          under the plan.

          The  weighted  average  fair value of the  options  granted  using the
          Black-Scholes option pricing model was $1.16 in 2000. Assumptions used
          were: expected dividend yield of 0%; expected volatility of 238%; risk
          free interest of 6.3% and expected life of 5 years.

          Since none of the  options  granted to  employees  were  vested in the
          twelve months ended December 31, 2000, no pro forma  compensation cost
          has been presented under SFAS 123.

                                      F-14

<PAGE>






          The following table summarizes the changes in options and warrants
          outstanding and the related exercise prices for the shares of the
          Company common stock:
<TABLE>
<CAPTION>


                              Stock Options Under Plans                             Warrants
                   -------------------------------------------- ---------------------------------------------
                                            Weighted                                     Weighted
                                 Weighted    Average                          Weighted   Average
                                 Average    Remaining                         Average    Remaining
                                 Exercise   Contractual                       Exercise   Contractul
                      Shares      Price       life    Exercisable Shares      Price        life   Exercisable
                  ----------- ---------- ------------ --------- ---------- ---------- ----------------------
<S>                  <C>           <C>      <C>                    <C>          <C>      <C>         <C>
   Outstanding at
   January 1, 1999      -           -           -          -          -          -          -           -
   Granted              -           -           -          -       375,000      1.2      3.8 years   375,000
                  ----------- ---------- ------------ --------- ---------- ---------- ----------- ----------
   Outstanding at
   January 1, 2000      -           -                      -       375,000      1.2      3.8 years   375,000


     Granted        1,117,500      .67      9.6 years      -       562,500      .84      4.5 years   562,500
                  ----------- ---------- ------------ --------- ---------- ---------- ----------- ----------
   Outstanding at
   December 31,     1,117,500      .67      9.6 years      -       937,500      .90      4.2 years   937,500
   2000
                  =========== ========== ============ ========= ========== ========== =========== ==========
</TABLE>



   10.    SIGNIFICANT CUSTOMERS AND VENDORS

          The Company's two largest customers represented  approximately 31% and
          19% of sales for the year ended  December 31, 2000 and  accounting for
          40% and 28% of accounts receivable  respectively at December 31, 2000.
          The Company's two largest vendors  represented  approximately 23%, and
          12% of purchases for the year ended December 31, 2000.

   11.    INCOME TAXES

          At  December  31, 2000 the  Company  had a net  deferred  tax asset of
          approximately  $1,112,000.   The  Company  has  recorded  a  valuation
          allowance for the full amount of the net deferred tax asset.

          The following table illustrates the source and status of the Company's
          major deferred tax assets:


          Net operating loss carryforward                $           1,020,000
          Accounts receivable allowance                                 12,000
          Accrued loss reserve                                          49,000
          Inventory allowance                                           31,000
          Valuation allowance                                       (1,112,000)
                                                            --------------------
          Net deferred tax asset recorded                $                   -
                                                            ====================


                                      F-15

<PAGE>






          The  benefit  for income  taxes  differs  from the amount  computed by
          applying the statutory  federal income tax rate to the loss before the
          benefit for income taxes as follows:


                                                      Year Ended
                                       -----------------------------------------
                                          December 31,              December 31,
                                             2000                      1999
                                       ----------------       ------------------
Income tax benefit computed at the
Federal statutory rate                 $       914,000       $         432,000
Deductions  for which no benefit is
recognized                                    (914,000)               (432,000)

                                        --------------        ------------------
                                       $       -0-           $           -0-
                                        ==============        ==================

         The Company has net operating loss carryforwards of approximately
         $3,000,000 at December 31, 2000 which expire in 2019 and 2020.

   12.    COMMITMENTS AND CONTINGENCIES

          Operating leases

          The  Company  operates  production   facilities  in  New  Jersey,  and
          maintains  additional  sales offices  and/or  warehouse  facilities in
          Tennessee and California.

          Total rent  expense for the year ended  December 31, 2000 and 1999 was
          $115,982 and $201,207, respectively.

          The  Company's  facility  in  Tennessee  contains a renewal  option at
          September 2004 for an additional  five year term as well as a purchase
          option for $575,000  during the initial lease term and $675,000 during
          the renewal term.

          Future minimum rental payments under non cancelable leases as of
         December 31, 2000 are as follows:


               Years ended                                    Amounts
               -----------                                    -------
                  2001                        $                61,500
                  2002                                         53,400
                  2003                                         53,400
                  2001                                         61,500
                  2004                                         35,600
                                                    -------------------
                                              $               203,900
                                                    ===================


                                      F-16

<PAGE>








          Employment agreements

          The Company  entered into  employment  agreements  with two  officers.
          Annual  aggregate  payments amount to $225,000 and are for a period of
          three years, commencing October 1, 1999.

          Payroll tax liability

          The Company's former subsidiary,  Renewable, was delinquent at certain
          times in 1998 in the payment of its payroll taxes. This resulted in an
          aggregate  amount  payable as of December  31,  1999 of  approximately
          $200,000. Renewable is pursuing a repayment schedule with the Internal
          Revenue  Service.  The $140,000  cash  payment to  Renewable  has been
          designated to be applied against such payroll obligations. The Company
          may be obligated for any unpaid payroll taxes.

          Assembly  was  delinquent  with  respect to Federal and State  payroll
          taxes  prior  to  1999  which  amounted  to  approximately   $210,000,
          including  penalties  and  interest.  During  March 2000,  the Company
          settled all past due  liabilities  and received tax clearance from the
          Internal   Revenue  Service.   Although  the  Company   satisfied  all
          judgements with the State of New Jersey,  they have yet to receive tax
          clearance  from  state  authorities.  During  July 2000,  the  Company
          received a notice of adjustment from the Internal  Revenue Service for
          an  additional  $37,923 of past due Federal  Unemployment  Taxes.  The
          Company  is  seeking  an  abatement  of this  amount  based on similar
          circumstances  that were  presented  with the tax  liability  that was
          settled in March 2000.

   13.    ENVIRONMENTAL PROTECTION AGENCY ADMINISTRATIVE ACTION

          Upon acquiring Renewable Resources, the Company assumed the defense of
          an  administrative  complaint  that the  United  States  Environmental
          Protection  Agency("USEPA")  had filed against Renewable  Resources in
          October 1999,  alleging that the disposal of certain ink products into
          a septic  system was a violation  of the Clean Water Act.  The Company
          and USEPA are currently engaged in negotiations regarding the actions.
          A reserve of $20,000 has been accrued.



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<PAGE>



   14.    LITIGATION

          During June 1999, the Company  entered into a Product  Development and
          Manufacturing  agreement  with  FAES USA,  Inc.  (FAES),  a  Tennessee
          corporation.  FAES  develops  specialized  industrial  equipment  that
          services the ink-jet cartridge  industry.  Pursuant to such agreement,
          the Company was obligated to fund FAES  development and  manufacturing
          costs  of such  equipment.  The  Company  is  being  sued by FAES  for
          approximately  $250,000 for costs incurred.  The Company has requested
          documentation to substantiate the claim.

          The Company has been served with various legal actions that pertain to
          its former subsidiary, Renewable Resources. The Company has received a
          default  judgment  for  $48,000  with  respect to one of the  actions.
          Management  is moving to reverse the default  judgement and to dismiss
          these  actions as they do not pertain to the Company.  There can be no
          assurance that the Company will be successful in either  reversing the
          default judgment or dismissing the actions.

          At  December  31,  2000,  a provision  for loss of  $225,000  has been
          accrued for the aforementioned litigations.















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