SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

              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:

                                            Name of each exchange
Title of Each Class                         on which registered

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

Common Stock, $.001 Par value                                Pink Sheets LLC

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
$20,507,857. 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
Stock have been excluded and such persons may be deemed to be  affiliates.  This
determination of affiliate status is not necessarily a conclusive  determination
for other purposes.


<PAGE>

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.................16

Item 7.  Financial Statements and Supplementary Data......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


                                       -4-


<PAGE>




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  employees  85 full time
employees,  65 of whom are located in the  Company's  main  facility  located 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 injet 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  no  active
operations formed to handle future sales in Canada.

     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").
On May 19, 1999,  Reink was acquired by Newmarket  Strategic  Development  Corp.
("Newmarket"),  a shell  corporation  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 a 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 L.L.C.  ("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

                                       -5-


<PAGE>



     The market for aftermarket  imaging  supplies is in excess of $25 billion1.
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 to  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.

         The 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.

--------
     1   Cart Magazine, March 2001, USA Desktop Inkjet Cartridges: OEM V.
         Aftermarket Update

     2   Source: PC Magazine, November 21, 2000; PC Computer, October 1999


                                       -6-


<PAGE>



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 network as well as developing new business.

         RIBBON

         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,  ribbon products still represent a significant  opportunity for the
Company.

         BULK INK

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

         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:

                                       -7-


<PAGE>




        o           Mailing  Systems  Based  On  Piezo3  and  Thermal  Printhead
                    Technology4
        o           OCR5,  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
        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

--------
         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  cause  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  anink 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
                    printheads.

         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-


<PAGE>



         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  ject  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
                  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) with the  goal  of  attaining   a  Green   Level   (TP3)
                  certification.

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 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

                                       -9-


<PAGE>



         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 product 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.

     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 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 - E-BUSINESS

     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

                                      -10-


<PAGE>



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
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, (ie. 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 MICR8  inks for  check  printing.  Throughout  all  business  and
marketing,  ink remains 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
alliances within the market segment.

--------
     8   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 of the  bottoms  of
         cancelled checks. As the check then passes through a reader, the ink is
         magnetized and  subsequently  read by the system.  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, to date.

                                      -11-


<PAGE>



          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  Reusuable  Technologies,   Inc.  for  the
distribution  to the  wholesale and retail  markets  worldwide all Inkjet Refill
kits, replacement packs, and all associated components.  Other products are sold
through non- exclusive arrangements with various distributors.

RESEARCH AND DEVELOPMENT

         The  Company  devotes a part of its budget to new  product  development
("R&D")   (approximately   $650,000/yr.)  and  quality  control   (approximately
$100,000/yr.).  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

                                      -12-


<PAGE>



         o     Industrial  Inks - Several postal  addressing  inks with fast dry
               times and high contrast for Optical Character  Recognition (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

         o     Neon  Inks - Reink  has  developled  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 four (4) 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.

     The Company leases 4,000 square feet in an Ontario, California warehouse to
house inventory.

COMPETITION

                                      -13-


<PAGE>



         The imaging supplies business is intensely competitive. In both impact9
and non-impact10  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.

         In the industrial market,  OEMs control 90% of the ink jet aftermarket.
The major  OEMs are  Videojet,  which 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 market. 11

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
-----------
         9        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.

         10       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.

         11       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>

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,  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.

         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 June, 2000,
Reink was sued for breach of contract  by FAES for  approximately  $250,000.  In
August,  2000,  the Company filed an answer and  counterclaim  against FAES. The
Company  and FAES are  currently  in  negotiations  to  resolve  all  claims and
counterclaims.

         The Company has been served with four (4)  complaints  that  pertain to
the Company's former subsidiary,  Renewable Resources, Inc. which seek aggregate
damages of approximately  $120,000.  In one (1) suit, the Company filed a pro se
response to the complaint,  but failed to retain legal counsel  resulting in the
entry of a default against the Company in the amount of $48,000. The Company has
retained  legal  counsel  to set  aside the  entry of  default  and reply to the
pending  complaints.  There is no legal basis for the  imposition  of  liability
against the Company for debts incurred by Renewable Resources, Inc. There can be
no assurance that the Company will be successful in setting aside the default or
dismissing the pending  complaints.  At December 31, 2000, the Company accrued a
loss provision of $225,000 concerning the pending complaints.

         Upon  acquiring  Renewable  Resources,  Inc.,  the Company  assumed the
defense of an  administrative  complaint  that the United  States  Environmental
Protection Agency ("USEPA") 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.  At December 31,  2000,  the Company  accrued a loss  provision of
$20,000 concerning the pending complaint.

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.

                                     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

                                      -15-


<PAGE>


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   6,  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

    (through 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 30, 2001,  there were  approximately  173 record holders of
the Company's  outstanding  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.

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 Registration Statement.

GENERAL

                                      -16-


<PAGE>



     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.

     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

                                      -17-


<PAGE>


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  $5,304,517  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 $(2,978,837)  for the fiscal year ended December 31, 2000 ($.16 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).

                                      -18-


<PAGE>



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.  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  $(1,639,000).  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.

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

                                                       -19-


<PAGE>



 concerning them, areas 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. From October,  1987 through June,  1998,  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

                                      -20-


<PAGE>


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.



                                      -21-


<PAGE>



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)      Mr. Garrison resigned from the Company in February, 2001.

(2)      Other  annual  compensation  paid  by  the  Company in the form of auto
         allowances.


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.

                                      -22-


<PAGE>



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:

                                                 Shares of Common  Percentage of
Name and Address         Position                 Stock Owned 12     Ownership
----------------         ---------                  ------------    ------------

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

                                                 Shares of Common  Percentage of
Name and Address         Position                 Stock Owned 12     Ownership
----------------         ---------                  ------------    ------------


--------
12   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.

                                      -23-


<PAGE>



Manchester Consolidated Corp.  Shareholder         3,150,000 13            15.4%
120 Adelaide Street West
Suite 2401
Toronto, Ontario,  M5H 1T1

4C Holdings, Inc.              Shareholder         3,149,999 14            15.4%
21670 Frontenoc Court
Boca Raton, Fl 33433

All officers and directors
as a group (4)                                         1,839                9.0%

ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On May 19, 1999,  Reink Corp.,  a privately held Florida  corporation,  and
Newmarket  Strategic  Development  Corp., a publicly held Delaware  corporation,
entered  into a Plan and  Agreement of  Reorganization  by Merger of Reink Corp.
With and Into Newmarket  Strategic  Development Corp. Under the Name Reink Corp.
Shareholders of Reink Corp., the Florida  corporation,  received an aggregate of
11,850,000 shares of the Common Stock of Newmarket  Strategic  Development Corp.
n/k/a 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
3,150,000 shares; and William M. Smith received 75,000 shares.

     Pursuant to an agreement dated October, 1999, in January and May, 2000, the
Company  issued  1,125,000  shares to William E.  Gallagher and 75,000 shares to
Robert  P.  Sinatra  for a total of  1,200,000  shares  in  connection  with the
Company's acquisition of Reink Imaging and Brittany L.L.C.

         In January,  2000, the Company issued 1,390,350 shares of the Company's
Common Stock pursuant to an August,  1999 Private Placement Offering pursuant to
exemptions under the Securities Act of 1933, as amended (the "Act").

     Pursuant to an agreement dated October, 1999, in January and May, 2000, the
Company  issued an aggregate of 1,200,000  shares of Common Stock in  connection
with the Company's acquisition of Reink Imaging and Brittany L.L.C.

     In May, 2000, the Company issued  1,537,500  shares of the Company's Common
Stock to various  individuals for consulting and professional  services rendered
pursuant to exemptions under the Act.

--------
13   Manchester Consolidated Corp. is controlled by Anthony M. Pallante,  former
     Chairman of the Company's Board of Directors

14   4C  Holdings,  Inc. 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.

                                      -24-


<PAGE>



     In May,  2000, the Company issued to William M. Smith 225,000 shares of the
Company's Common Stock for services rendered.

     In June and July,  2000,  the Company issued 337,500 shares of Common Stock
to various individuals pursuant to exemptions under the Act.

     In October,  2000,  the Company  issued 600,000 shares of Common Stock to a
corporation pursuant to exemptions under the Act.

     In connection with all of the aforementioned  issuances, 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.

     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.

                                      -25-


<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.


                                      -26-


<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: ------------------                     By:
                                                 -------------------------------
                                                 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.

SIGNATURE                 CAPACITY                                    DATE

/s/William E. Gallagher      President, Chief Operating      April 16, 2001
   --------------------      Officer and Director
   William E. Gallagher

/s/William M. Smith      Executive Vice President            April 16, 2001
   ---------------       Chief Financial Officer
   William M. Smith      and Director


/s/Robert P. Sinatra      Secretary/Treasurer                April 16, 2001
   -----------------
   Robert P. Sinatra


/s/Wayne J. Maddever      Director                           April 16, 2001
   -----------------
   Wayne J. Maddever








                                      -27-


<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. 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.
                                                    ----------------------------
                                                    Feldman Sherb & Co., P.C.
                                                    Certified Public Accountants

New York, New York
March 23, 2001

                             F-1

<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 -  F- 6

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



<PAGE>

                        REINK CORP. AND SUBSIDIARIES

                         CONSOLIDATED BALANCE SHEET

                              DECEMBER 31, 2000


                                     ASSETS
                                     ------
 CURRENT ASSETS:
      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
      Mortage payable                                                   604,313
                                                               -----------------
            TOTAL CURRENT LIABILITIES                                 3,537,735
                                                               -----------------





 STOCKHOLDERS' EQUITY(DEFICIT):
      Common Stock, $.001 par value, 100,000,000 shares
        authorized, 20,507,851 and 16,952,850
          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
                                                               =================





                 See notes to consolidated financial statements.

                                      F-2
<PAGE>
                       REINK CORP. AND SUBSIDIARIES

                   CONSOLIDATED STATEMENTS OF OPERATIONS


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









                 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>


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

      Issuance of common stock for exchange      3,000,000      3,000       11,900              -              -        14,900

      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    1,569,121              -       (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 $  5,595,771 $   (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
                                                                                        ----------------   ----------------
<S>                                                                                   <C>                <C>

 CASH FLOWS FROM OPERATING ACTIVITIES:
      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
                                                                                        ================   ================


                 See notes to consolidated financial statements.

                                       F-5

<PAGE>

                          REINK CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                                              Year Ended December 31,
                                                                                        -----------------------------------
 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                            2000               1999
                                                                                        ----------------   ----------------
      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. The  aforementioned  acquisitions  of Renewable and
         Reink  have  been  accounted  for as  reverse  acquisitions  under  the
         purchase  method for business  combinations  since the acquiree in each
         transaction was the controlling  entity.  Accordingly the  combinations
         have been  recorded as a  recapitalization  of  Renewable,  pursuant to
         which Renewable is treated as the continuing entity.

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

                                       F-7

<PAGE>



         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
         its operations. Assembly is a manufacturer of toners and ribbons. Reink
         initially  issued 712,500 shares of its stock valued at $1.10 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  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.

                                       F-8

<PAGE>





         On September 13, 2000, an amendment to the certificate of incorporation
         was filed to reflect an increase in the Company's  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-9

<PAGE>



         F.    INVENTORIES  -  Inventories  are recorded at the lower of cost or
               market. Cost is determined using the first-in first-out method.

         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 - The Company reviews  long-lived
               assets  for  impairment  whenever  circumstances  and  situations
               change such that there is an indication that the carrying amounts
               may not be recovered.  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.

         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.    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
                                                            =======



                                      F-11

<PAGE>






4.       PROPERTY AND EQUIPMENT

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

                                           Estimated
                                          useful life
                                      ------------------
         Land                                             $            170429
         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,

                                      F-12

<PAGE>



                  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 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.

                                      F-13

<PAGE>



         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  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;  100,000 warrants at $1.25;  100,000 warrants at
         $2.00 and 50,000  warrants at $2.50.  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.

          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     Contractual
                          Shares      Price       life       Exercisable  Shares      Price         life       Exercisable
                      ----------- ---------- ------------    ---------    ---------- ---------- -------------  -----------
<S>                    <C>           <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             1,175,000  .  .67      9.6 years         -          562,500      .84      4.5 years    562,500
                                         ------------ ---------            ---------- ----------- ----------
   Outstanding at

   December 31, 2000     1,175,000     .67      9.6 years         -          937,500      .90      4.2 years    937,500
                      =========== ========== ============    =========    ========== ========== ===========   ==========

</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
            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.

   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.

                                      F-17

<PAGE>



         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.

                                      F-18