U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

                    [X[ ANNUAL REPORT PURSUANT TO SECTION 13
                         OF THE SECURITIES EXCHANGE ACT

                   For the Fiscal Year Ended December 31, 1999

                          Commission File No.

                           ORION RESEARCH GROUP, INC.

           (Name of Small Business Issuer as specified in its Charter)

      Nevada           504 Mueller Lane, Minden, NV 89423       88-0372579
 (State or Other   (Address of Principal Executive Office,  (IRS Employer
Jurisdiction of      including Zip Code)                     Identification No.)
incorporation )
                                 (775) 782-4003

              (Registrant's telephone number, including area code)


         Securities Registered under Section 12(b) of the Exchange Act:

      Title of each Class           Name of Each Exchange on which Registered
      -------------------           -----------------------------------------
          None                                      None

Securities  registered  Under Section  12(g) of the Exchange Act:  Common Stock,
$0.00001 Par Value

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter  period that the  registrant  was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days.

Yes   [X]      NO [ ]


Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  management's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this form 10-K. [X]

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

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days: $-0- (stock is not quoted).

As of March 29, 2000 the issuer had 250,000  shares of common  stock  issued and
outstanding.


<PAGE>


                                     PART I

Item 1. Description of Business.

 General

Orion Research  Group,  Inc.  ("Company")  was  incorporated on December 5, 1996
under  the  laws  of  the  State  of  Nevada.  In  December  1996,  pursuant  to
Subscription agreements,  the Company sold 250,000 shares of its common stock to
25  investors  for  $2,500.00  cash.  Orion had not yet engaged in any  business
operations.  The business  purpose of the Company was, and remains,  to seek out
and obtain an  acquisition,  merger or outright  sale  transaction,  whereby its
shareholders would benefit.

Proposed Business

         The Company  intends to locate and combine with an existing,  privately
held  company,  which is  profitable,  or,  in  management's  view,  has  growth
potential,  irrespective  of the industry in which it is engaged.  At this time,
the Company is not engaged in any discussion with potential combination partners
regarding a possible business combination.  However, the Company does not intend
to combine with a private company that may be deemed to be an investment company
subject to the Investment  Company Act of 1940. A combination  may be structured
as a merger, consolidation,  exchange of the Company's common stock for stock or
assets or any other form that will result in the combined  enterprise's becoming
a publicly held corporation.

         Pending  negotiation  and  consummation  of a combination,  the Company
anticipates  that  it  will  have,  aside  from  carrying  on its  search  for a
combination partner, no business  activities,  and, thus, will have no source of
revenue.  Should  the  Company  incur  any  significant  liabilities  prior to a
combination  with  a  private  company,  it may  not be  able  to  satisfy  such
liabilities as they are incurred.

         If  the   Company's   management   pursues  one  or  more   combination
opportunities  beyond the preliminary  negotiations stage and those negotiations
are  subsequently  terminated,  it is foreseeable that such efforts will exhaust
the Company's ability to continue to seek such combination  opportunities before
any successful  combination  can be  consummated.  Due to the Company's  limited
resources and lack of revenue in the event such initial  efforts to consummate a
business  combination  fail,  the  company  may not be  able to seek  additional
combination partners. An extensive search for a suitable combination partner may
incur substantial  expenses,  which the Company is unable to fulfill.  A limited
search shall be more appropriate due to the aforementioned limited resources and
revenue.  Only  slight  efforts  may take  place  and  once  these  efforts  are
exhausted,  the financial  constraints of the Company may result in an inability
to seek future  partners  and thus end the search  therein.  In that event,  the
Company's common stock will become worthless and holders of the Company's common
stock  will  receive  a  nominal  distribution,   if  any,  upon  the  Company's
liquidation and dissolution.

Combination Suitability Standards

         In its pursuit for a  combination  partner,  the  Company's  management
intends to consider only combination  candidates,  which are profitable,  or, in
management's  view,  have growth  potential.  The Company's  management does not
intend to pursue any combination  proposal  beyond the  preliminary  negotiation
stage with any  combination  candidate  that does not furnish  the Company  with
audited  financial  statements  for at least  its most  recent  fiscal  year and
unaudited  financial  statements for interim  periods  subsequent to the date of
such audited financial statements, or is in a position to provide such financial
statements  in a timely  manner.  In the event such a  combination  candidate is

                                       2

<PAGE>

engaged in a high  technology  business,  the  Company may obtain  reports  from
independent  organizations of recognized  standing covering the technology being
developed  and/or  used  by  the  candidate.  The  Company's  limited  financial
resources may make the acquisition of such reports  difficult or even impossible
to obtain  and,  thus,  there can be no  assurance  that the  Company  will have
sufficient funds to obtain such reports when considering  combination  proposals
or  candidates.  To the  extent  the  Company  is unable to obtain the advice or
reports from experts, the risks of any combined  enterprise's being unsuccessful
will be enhanced.  Furthermore,  to the knowledge of the Company's  officers and
directors,  neither the candidate nor any of its directors,  executive officers,
principal shareholders or general partners:

(1)      will have been convicted of securities  fraud,  mail fraud,  tax fraud,
         embezzlement,   bribery,   or  a  similar  criminal  offense  involving
         misappropriation  or theft of  funds,  or be the  subject  of a pending
         investigation or indictment involving any of those offenses;

(2)      will have been  subject  to a  temporary  or  permanent  injunction  or
         restraining  order arising from unlawful  transactions  in  securities,
         whether as issuer, underwriter,  broker, dealer, or investment advisor,
         may be the subject of any  pending  investigation  or a defendant  in a
         pending  lawsuit  arising  from or based upon  allegations  of unlawful
         transactions in securities; or

(3)      will have been a defendant in a civi1 action which  resulted in a final
         judgement  against it or him awarding  damages or rescission based upon
         unlawful practices or sales of securities.

         The Company's officers and directors will make these  determinations by
asking  pertinent  questions  of  the  management  of  prospective   combination
candidates.  Such persons will also ask pertinent questions of others who may be
involved in the combination proceedings.  However, the officers and directors of
the  Company  will  not  generally  take  other  steps to  verify  independently
information  obtained in this manner which is favorable.  Unless something comes
to their attention that puts them on notice of a possible disqualification which
is being  concealed from them,  such persons will rely on  information  received
from the management of the prospective combination candidate and from others who
may be involved in the combination proceedings.

Item 2. Description of Property.

         As of December 31, 1999, the Company has no properties.

Item 3.  Legal Proceedings.

         The Company is not a party to any material pending litigation nor is it
aware of any threatened legal proceeding.

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

         No matters were  submitted to securities  holders during the year ended
December 31, 1998.


                                       3

<PAGE>

                                     PART II

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

Market Information

         The stock does not trade on any exchange or the OTC market. There is no
known  public  market for this  security.  As of March 29,  2000,  there were 25
holders  on record of the  Company's  common  stock,  holding a total of 250,000
shares.

Dividend Policy

         The Company has never paid any  dividends  on its common stock and does
not have any current plan to pay any dividends in the foreseeable future.

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


Discussion of Financial Condition

         The  Company  currently  has no  revenues,  no  operations  and owns no
assets.  The  Company  will  remain  illiquid  until  such  time  as a  business
combination  transaction occurs. No prediction of the future financial condition
of the Company can be made.

             Due to the  lack  of  sustaining  operations  from  inception,  the
Company is considered in the  development  stage and, as such,  has generated no
significant  operating revenues and has incurred cumulative  operating losses of
approximately  $2,700.  Accordingly,  the Company is dependent  upon its current
management and/or significant stockholders to provide sufficient working capital
to preserve the integrity of the corporation during this phase.

Plan of Business

         General.

         While the Company  conducts  its search to locate and  combine  with an
existing  privately  held  company,  it will depend on the  continued  financial
support of Herman G. Herbig,  the President,  Secretary and Sole Director of the
Company.

         The Company's  independent auditors have raised substantial doubt about
the  Company's  ability to continue as a going  concern since the Company has no
current source of revenue. Mr. Herbig has verbally indicated that he will, for a
minimum of the next  twelve  months,  continue to fund the  Company's  immediate
needs for legal and  accounting  purposes  and devote as much time as is need to
pursue a business combination until fruition.

         The  process  for seeking a  combination  partner  involves a strategic
initiative with several components in order to find the partner which best suits
the  Company's  interests.  A  detailed  financial  analysis  of the  partner is
conducted  on any  potential  combination  partner.  Analysis  on the  company's
assets, liabilities,  revenues,  potential litigation,  dividends,  goodwill and
business  reputation in the  community  shall occur in order to solidify all the
criteria sought after by the Company in a combination  partner. The partners may
be referred to the Company from other  sources,  found  through  research of the
Company's officers, directors or management.

                                       4

<PAGE>


         Pending  negotiation  and  consummation  of a combination,  the Company
anticipates  that  it  will  have,  aside  from  carrying  on its  search  for a
combination partner, no business  activities,  and, thus, will have no source of
revenue.  Should  the  Company  incur  any  significant  liabilities  prior to a
combination  with  a  private  company,  it may  not be  able  to  satisfy  such
liabilities as they are incurred.

         If  the   Company's   management   pursues  one  or  more   combination
opportunities  beyond the preliminary  negotiations stage and those negotiations
are  subsequently  terminated,  it is foreseeable that such efforts will exhaust
the Company's ability to continue to seek such combination  opportunities before
any successful  combination  can be  consummated.  In that event,  the Company's
common stock will become  worthless  and holders of the  Company's  common stock
will receive a nominal distribution,  if any, upon the Company's liquidation and
dissolution.

         Combination  Suitability  Standards.  In its pursuit for a  combination
partner,   the  Company's   management  intends  to  consider  only  combination
candidates which are profitable or, in management's view, have growth potential.
The  Company's  management  does not intend to pursue any  combination  proposal
beyond the preliminary  negotiation  stage with any combination  candidate which
does not furnish the Company with audited financial  statements for at least its
most recent fiscal year and unaudited  financial  statements for interim periods
subsequent to the date of such audited financial statements, or is in a position
to provide such  financial  statements in a timely  manner.  In the event such a
combination candidate is engaged in a high technology business,  the Company may
obtain reports from independent  organizations of recognized  standing  covering
the  technology  being  developed  and/or used by the  candidate.  The Company's
limited  financial  resources may make the acquisition of such reports difficult
or even  impossible  to obtain and,  thus,  there can be no  assurance  that the
Company  will have  sufficient  funds to obtain such  reports  when  considering
combination  proposals  or  candidates.  To the extent the  Company is unable to
obtain  the  advice  or  reports  from  experts,   the  risks  of  any  combined
enterprise's being unsuccessful will be enhanced.  Furthermore, to the knowledge
of the Company's  officers and  directors,  neither the candidate nor any of its
directors, executive officers, principal shareholders or general partners:

(1)           will have been  convicted of  securities  fraud,  mail fraud,  tax
              fraud,  embezzlement,  bribery,  or  a  similar  criminal  offense
              involving misappropriation or theft of funds, or be the subject of
              a  pending  investigation  or  indictment  involving  any of those
              offenses;

(2)           will have been subject to a temporary or permanent  injunction  or
              restraining   order   arising  from   unlawful   transactions   in
              securities,  whether as issuer,  underwriter,  broker,  dealer, or
              investment   advisor,   may  be  the   subject   of  any   pending
              investigation  or a defendant in a pending lawsuit arising from or
              based upon allegations of unlawful transactions in securities; or

(3)           will have been a defendant in a civil  action which  resulted in a
              final judgement  against it or him awarding  damages or rescission
              based upon unlawful practices or sales of securities.

         The Company's officers and directors will make these  determinations by
asking  pertinent  questions  of  the  management  of  prospective   combination
candidates.  Such persons will also ask pertinent questions of others who may be
involved in the combination proceedings.  However, the officers and directors of
the  Company  will  not  generally  take  other  steps to  verify  independently
information  obtained in this manner which is favorable.  Unless something comes
to their  attention  which  puts them on notice of a  possible  disqualification
which is being  concealed  from  them,  such  persons  will rely on  information
received from the management of the prospective  combination  candidate and from
others who may be involved in the combination proceedings.


                                       5

<PAGE>


Item 7. Financial Statements.

                                                                            Page
                                                                            ----

Report of Independent Certified Public Accountants                           F-1


Financial Statements

Balance Sheets as of December 31, 1999, 1998 and 1997                        F-2

Statements of Operations and Comprehensive Income                            F-4
   for the years ended December 31, 1999, 1998 and 1997
   and for the period December 5, 1996 (date of inception)
   to December 31, 1999

Statement of Changes in Shareholder's Equity                                 F-5
    for the years ended December 31, 1999, 1998 and 1997

Statements of Cash Flows                                                     F-6
   for the years ended December 31, 1999, 1998 and 1997
   and for the period  December 5, 1996 (date of inception)
   to December 31, 1999

Notes to Financial Statement                                                 F-7




Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosures.

None







                                       6

<PAGE>

                                    PART III

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

         The only  officer and  director of the Company  since its  formation in
December  1996 is  Herman  G.  Herbig,  age 45,  who is its  Secretary  and sole
Director Set forth below is a description  of the background of the only officer
and director of the Company.

         Mr.  Herbig has been a licensed and  practicing  attorney in Minden and
Las Vegas, Nevada, specializing in estate planning,  taxation, corporate law and
probate law since 1988. He is also an  accountant.  From 1991 until 1995, he was
the Public Administrator for Douglas County,  Nevada, an elected public official
responsible  for the  administration  of  decedents'  estates  on  behalf of the
county.

Item 10. Executive Compensation.

         The  Company's  management is not  currently  compensated  for services
provided  to the  Company,  and no  compensation  has been  accrued  and none is
expected to be accrued in the future.

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

         The  following  table set forth the names and  addresses of each of the
persons known by the Company to own  beneficially 5% or more of the common stock
of the Company,  as well as the common  stock  ownership of each of the officers
and directors of the Company as of March 29, 2000.

Name and Address                   Number of Shares      Percentage of Ownership

The Business Advantage, Inc.         225,000(1)                90%
504 Muller Lane
Minden, NV 89423

Herman G. Herbig                       1,750                    1%
504 Muller Lane
Minden, NV 89423

All officers and directors as
a group (one person)                 226,750(1)                 91%

--------------------------------------------------------------------------------
1) The  Business  Advantage,  Inc.  is owned by Herman G.  Herbig and the shares
owned by that  corporation are included in the total indicated for all directors
and officers as a group.  Both that corporation and Mr. Herbig are affiliates of
the Company. Mr. Herbig is the sole shareholder of The Business Advantage, Inc.


Item 12. Certain Relationships and Related Transactions.

None

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

Exhibits:        None

Reports on Form 8-K :          None










                                       7

<PAGE>


                                   SIGNATURES

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

Dated:   March  29,1999


ORION RESEARCH GROUP, INC.

By:   /s/ Herman G. Herbig
      --------------------
          Herman G. Herbig
          President, Secretary and sole Director























                                       8

<PAGE>















                           Orion Research Group, Inc.

                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                December 31, 1999
                                December 31, 1998
                                December 31, 1997






<PAGE>













                                TABLE OF CONTENTS

                                                                          PAGE #

         INDEPENDENT AUDITORS REPORT                                         F-1
         -----------------------------------------------------------------------


         ASSETS                                                              F-2
         -----------------------------------------------------------------------


         LIABILITIES AND STOCKHOLDERS' EQUITY                                F-3
         -----------------------------------------------------------------------


         STATEMENT OF OPERATIONS                                             F-4
         -----------------------------------------------------------------------


         STATEMENT OF STOCKHOLDERS' EQUITY                                   F-5
         -----------------------------------------------------------------------


         STATEMENT OF CASH FLOWS                                             F-6
         -----------------------------------------------------------------------


         NOTES TO FINANCIAL STATEMENTS                                    F-7-11
         -----------------------------------------------------------------------







                                       9







<PAGE>


                            BARRY L. FRIEDMAN, P.C.
                          Certified Public Accountant





                          INDEPENDENT AUDITORS' REPORT

Board of Directors                                               March  24, 2000
Orion Research Group, Inc.

Las Vegas, Nevada

         I have audited the accompanying Balance Sheets of Orion Research Group,
Inc. (A Development Stage Company),  as of December 31, 1999, December 31, 1998,
and December 31, 1997,  and the related  statement of  stockholder's  equity for
December 31, 1999,  December 31, 1998,  and December 31, 1997 and the statements
of  operations  and cash flows for the three  years  ended  December  31,  1999,
December  31,  1998,  and  December  31,  1997 and the period  December  5, 1996
(inception)  to  December  31,  1999.   These   financial   statements  are  the
responsibility of the Company's  management.  My responsibility is to express an
opinion on these financial statements based on my audit.

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

         In my opinion,  the  financial  statements  referred  to above  present
fairly,  in all material  respects,  the  financial  position of Orion  Research
Group, Inc. (A Development Stage Company), as of December 31, 1999, December 31,
1998, and December 31, 1997, and the related  statement of stockholder's  equity
for  December  31,  1999,  December  31,  1998,  and  December  31, 1997 and the
statements of operations  and cash flows for the three years ended  December 31,
1999,  December 31, 1998, and December 31, 1997 and the period  December 5, 1996
(inception)  to  December  31,  1999,  in  conformity  with  generally  accepted
accounting principles.

         The accompanying  financial  statements have been prepared assuming the
Company  will  continue  as a  going  concern.  As  discussed  in Note #5 to the
financial statements,  the Company has suffered recurring losses from operations
and has no established  source of revenue.  This raises  substantial doubt about
its ability to continue as a going concern. Management's plan in regard to these
matters is described in Note #5. These  financial  statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/   Barry L. Friedman
---------------------------
Barry L. Friedman
Certified Public Accountant

1582 Tulita Drive
Las Vegas, NV 89123
Phone: (702) 361-8414



                                                                             F-1


<PAGE>

<TABLE>

<CAPTION>

                           Orion Research Group, Inc.
                          (A Development Stage Company)

                                  BALANCE SHEET

                                     ASSETS

                                                December          December         December
                                                31, 1999          31, 1998         31, 1997
                                               ----------------  ---------------  ----------------
<S>                                            <C>               <C>              <C>

CURRENT ASSETS
     CASH                                      $              0  $            45  $            330
                                               ----------------  ---------------  ----------------

     TOTAL CURRENT ASSETS                      $              0  $            45  $            330
                                               ----------------  ---------------  ----------------


OTHER ASSETS

     Organization Costs (Net)                  $              0  $         1,021  $          1,371
                                               ----------------  ---------------  ----------------

     TOTAL OTHER ASSETS                        $              0  $         1,021  $          1,371
                                               ----------------  ---------------  ----------------



TOTAL ASSETS                                   $              0  $         1,066  $          1,701
                                               ----------------  ---------------  ----------------



</TABLE>














    The accompanying notes are an integral part of these financial statements

                                                                             F-2


<PAGE>

<TABLE>

<CAPTION>

                           Orion Research Group, Inc.

                          (A Development Stage Company)
                                  BALANCE SHEET

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                        December          December         December
                                                        31, 1999          31, 1998         31, 1997
                                                       ----------------  ---------------  ----------------
<S>                                                    <C>               <C>              <C>

CURRENT LIABILITIES

     Officer's Advances (Note #5)                      $          1,600  $             0  $              0
                                                       ----------------  ---------------  ----------------

     TOTAL CURRENT LIABILITIES                         $          1,600  $             0  $              0
                                                       ----------------  ---------------  ----------------

STOCKHOLDERS' EQUITY (Note #4)

     Common stock
     Par value $0.01

     Authorized 2,500,000 shares
     Issued and outstanding at

     December 31, 1997 -
     250,000 shares                                                                       $          2,500

     December 31, 1998 -
     250,000 shares                                                      $         2,500

     December 31, 1999 -
     250,000 shares                                    $          2,500

     Additional Paid-In Capital                                       0                0                 0

     Deficit accumulated during

     The development stage                                       -4,100           -1,434              -799
                                                       ----------------  ---------------  ----------------

TOTAL STOCKHOLDERS' EQUITY                             $         -1,600  $         1,066  $          1,701
                                                       ----------------  ---------------  ----------------

TOTAL LIABILITIES AND

STOCKHOLDERS' EQUITY                                   $              0  $         1,066  $          1,701
                                                       ----------------  ---------------  ----------------


</TABLE>






    The accompanying notes are an integral part of these financial statements

                                                                             F-3


<PAGE>


<TABLE>

<CAPTION>

                           Orion Research Group, Inc.
                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS

                                           Year              Year              Year         Dec. 5, 1996
                                           Ended             Ended             Ended         (Inception)
                                         Dec. 31,          Dec. 31,          Dec. 31,        to Dec. 31,
                                            1999             1998              1997             1999
                                            ----             ----              ----             ----
<S>                                   <C>              <C>                <C>             <C>

INCOME

Revenue                               $             0  $              0   $            0  $              0
                                      ---------------  ----------------  ---------------  ----------------

EXPENSES

General, Selling and

Administrative                        $         1,645  $            285  $           420  $          2,350

Amortization                                    1,021               350              350             1,750
                                      ---------------  ----------------  ---------------  ----------------

         TOTAL EXPENSES               $         2,666  $            635  $           770  $          4,100
                                      ---------------  ----------------  ---------------  ----------------


NET PROFIT/LOSS (-)                   $        -2,666  $           -635  $          -770  $         -4,100
                                      ---------------  ----------------  ---------------  ----------------



Net Profit/Loss(-)
per weighted share
(Note #1)                             $        -.0107  $         -.0025  $        -.0031  $         -.0164
                                      ---------------  ----------------  ---------------  ----------------


Weighted average
Number of common

shares outstanding                            250,000           250,000          250,000           250,000
                                      ---------------  ----------------  ---------------  ----------------

</TABLE>










    The accompanying notes are an integral part of these financial statements

                                                                             F-4


<PAGE>

<TABLE>

<CAPTION>

                           Orion Research Group, Inc.
                          (A Development Stage Company)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                                                                            Additional         Accumu-
                                          Common             Stock            paid-in           lated
                                          Shares            Amount            Capital          Deficit
                                      ---------------  ----------------  ---------------  ----------------
<S>                                   <C>              <C>               <C>              <C>

Balance,
December 31, 1996                             250,000  $          2,500  $             0  $            -29

Net loss year ended
December 31, 1997                                                                                     -770
                                      ---------------  ----------------  ---------------  ----------------

Balance,
December 31, 1997                             250,000  $          2,500  $             0  $           -799

Net loss year ended
December 31, 1998                                                                                     -635
                                      ---------------  ----------------  ---------------  ----------------

Balance,
December 31, 1998                             250,000  $          2,500  $             0  $         -1,434

Net loss year ended
December 31, 1999                                                                                   -2,666
                                      ---------------  ----------------  ---------------  ----------------

Balance,
December 31, 1999                             250,000  $          2,500  $             0  $         -4,100
                                      ---------------   ---------------   --------------   ---------------



</TABLE>













    The accompanying notes are an integral part of these financial statements

                                                                             F-5


<PAGE>

<TABLE>

<CAPTION>

                           Orion Research Group, Inc.
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS

                                           Year              Year              Year         Dec. 5, 1996
                                           Ended             Ended             Ended         (Inception)
                                         Dec. 31,          Dec. 31,          Dec. 31,        to Dec. 31,
                                           1999              1998              1997             1999
                                           ----              ----              ----             ----
<S>                                   <C>              <C>               <C>               <C>

Cash Flows from
Operating Activities

     Net Loss                         $        -2,666  $           -635  $          -770  $         -4,100

     Adjustment to

     Reconcile net loss

     To net cash provided
     by operating
     Activities

         Amortization                          +1,021              +350             +350            +1,750

Changes in assets and
Liabilities

     Organization Costs                             0                 0                0            -1,750

     Increase in current
     Liabilities

     Officer's Advances                        +1,600                 0                0            +1,600
                                      ---------------  ----------------  ---------------  ----------------

Net cash used in

Operating activities                  $           -45  $           -285  $          -420  $         +2,500

Cash Flows from

Investing Activities                                0                 0                0                 0

Cash Flows from
Financing Activities

     Issuance of Common

     Stock for Cash                                 0                 0                0            -2,500
                                      ---------------  ----------------  ---------------  ----------------

Net Increase (decrease)               $           -45  $           -285  $          -420  $              0

Cash,
Beginning of period                                45               330              750                 0
                                      ---------------  ----------------  ---------------  ----------------

Cash, End of period                   $             0  $             45  $           330  $              0
                                      ---------------  ----------------  ---------------  ----------------

</TABLE>


    The accompanying notes are an integral part of these financial statements

                                                                             F-6


<PAGE>


                           Orion Research Group, Inc.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

           December 31, 1999, December 31, 1998 and December 31, 1997


NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

         The Company was organized December 5, 1996, under the laws of the State
         of Nevada as Orion Research  Group,  Inc. The Company  currently has no
         operations and in accordance  with SFAS #7, is considered a development
         company.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Accounting Method

         The Company records income and expenses on the accrual method.

         Estimates

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities and disclosure of contingent  assets and liabilities at the
         date of the financial  statements  and the reported  amounts of revenue
         and expenses during the reporting  period.  Actual results could differ
         from those estimates.

         Cash and equivalents

         The Company  maintains a cash  balance in a  non-interest-bearing  bank
         that  currently  does not  exceed  federally  insured  limits.  For the
         purpose of the statements of cash flows, all highly liquid  investments
         with the  maturity of three  months or less are  considered  to be cash
         equivalents. There are no cash equivalents as of December 31, 1999.

                                                                             F-7


<PAGE>


                           Orion Research Group, Inc.
                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

           December 31, 1999, December 31, 1998 and December 31, 1997

         NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Income Taxes

         Income taxes are provided for using the liability  method of accounting
         in accordance with Statement of Financial  Accounting Standards No. 109
         (SFAS #109)  "Accounting  for Income  Taxes".  A deferred  tax asset or
         liability is recorded for all temporary  difference  between  financial
         and tax reporting.  Deferred tax expense (benefit) results from the net
         change during the year of deferred tax assets and liabilities.

         Reporting on costs of start-up activities

         In April 1998, the American  Institute of Certified Public  Accountants
         issued Statement of Position 98-5 ("SOP 98-5"), "Reporting on the Costs
         of  Start-Up  Activities"  which  provides  guidance  on the  financial
         reporting of start-up costs and  organization  costs. It requires costs
         of  start-up  activities  and  organization  costs  to be  expensed  as
         incurred.  SOP 98-5 is  effective  for  fiscal  years  beginning  after
         December  15, 1998 with  initial  adoption  reported as the  cumulative
         effect of a change in accounting principle.

         Loss Per Share

         Net  loss  per  share is  provided  in  accordance  with  Statement  of
         Financial  Accounting  Standards  No.  128 (SFAS  #128)  "Earnings  Per
         Share".  Basic loss per share is computed by dividing losses  available
         to common  stockholders by the weighted average number of common shares
         outstanding  during the period.  Diluted  loss per share  reflects  per
         share  amounts  that would  have  resulted  if  dilative  common  stock
         equivalents  had been  converted to common  stock.  As of September 30,
         1999,  the Company had no dilative  common  stock  equivalents  such as
         stock options.

         Year End

         The Company has selected December 31st as its year-end.

                                                                             F-8


<PAGE>


                           Orion Research Group, Inc.
                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

December 31, 1999, December 31, 1998 and December 31, 1997


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Year 2000 Disclosure

         The year 2000 issue is the result of computer  programs  being  written
         using  two  digits  rather  than four to define  the  applicable  year.
         Computer  programs  that have time  sensitive  software may recognize a
         date using "00" as the year 1900 rather than the year 2000.  This could
         result in a system  failure or  miscalculations  causing  disruption of
         normal  business  activities.   Since  the  Company  currently  has  no
         operating business and does not use any computers,  and since it has no
         customers, suppliers or other constituents,  there are no material Year
         2000 concerns.

NOTE 3 - INCOME TAXES

         There is no provision  for income  taxes for the period ended  December
         31, 1999,  due to the net loss and no state  income tax in Nevada,  the
         state of the Company's  domicile and  operations.  The Company's  total
         deferred tax asset as of December 31, 1999, is as follows:

                 Net operation loss carry forward                $      4,100
                 Valuation allowance                             $      4,100

                 Net deferred tax asset                          $          0


         The federal net  operating  loss carry  forward  will expire in various
         amounts from 2016 to 2019.

         This carry forward may be limited upon the  consummation  of a business
         combination under IRC Section 381.

                                                                             F-9


<PAGE>


                           Orion Research Group, Inc.
                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

December 31, 1999, December 31, 1998 and December 31, 1997


NOTE 4 - STOCKHOLDERS' EQUITY

         Common Stock

         The authorized  common stock of Orion Research Group,  Inc. consists of
         2,500,000 shares with a par value of $0.01 per share.

         Preferred Stock

         Orion Research Group, Inc. has no preferred stock.


         On December 27, 1996,  the Company  issued  250,000 shares of its $0.01
         par value common stock in consideration of $ 2,500.00 in cash.

NOTE 5 - GOING CONCERN

         The  Company's  financial   statements  are  prepared  using  generally
         accepted  accounting  principles  applicable  to a going  concern which
         contemplates  the  realization of assets and liquidation of liabilities
         in the normal  course of business.  However,  the Company does not have
         significant  cash  or  other  material  assets,  nor  does  it  have an
         established source of revenues  sufficient to cover its operating costs
         and to allow it to continue as a going concern. It is the intent of the
         Company to seek a merger with an  existing,  operating  company.  Until
         that time, the stockholders/officers and or directors have committed to
         advancing the operating costs of the Company interest free.










                                                                            F-10


<PAGE>


                           Orion Research Group, Inc.
                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

December 31, 1999, December 31, 1998 and December 31, 1997


NOTE 6 - RELATED PARTY TRANSACTIONS

         The Company neither owns nor leases any real or personal  property.  An
         officer of the corporation  provides  office  services  without charge.
         Such costs are immaterial to the financial  statements and accordingly,
         have not been  reflected  therein.  The officers  and  directors of the
         Company  are  involved  in other  business  activities  and may, in the
         future, become involved in other business opportunities.  If a specific
         business  opportunity  becomes  available,  such  persons  may  face  a
         conflict in  selecting  between  the  Company and their other  business
         interests.  The Company has not  formulated a policy for the resolution
         of such conflicts.

NOTE 7 - WARRANTS AND OPTIONS

         There are no warrants or options  outstanding to acquire any additional
shares of common stock.

                                                                            F-11


<PAGE>



To Whom It May Concern:                                           March 24, 2000

         The  firm of Barry  L.  Friedman,  P.C.,  Certified  Public  Accountant
consents to the  inclusion of their report of March 24, 2000,  on the  Financial
Statements  of Orion  Research  Group,  Inc.,  as of December 31,  1999,  in any
filings that are  necessary  now or in the near future with the U.S.  Securities
and Exchange Commission.

Very truly yours,


/s/  Barry L. Friedman
---------------------------
     Barry L. Friedman
     Certified Public Accountant