U.S. SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.  20549
                              FORM 10-KSB

[X]  Annual report under section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended 12/31/2000.

[ ] Transition report under section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from ________ to ________.

Commission File Number 0-26777


                            APTA HOLDINGS, INC.
               (Name of Small Business Issuer in Its Charter)


           Delaware                                       22-3662292
 (State or Other Jurisdiction of                       (I.R.S. Employer
 Incorporation or Organization)                        Identification No.)

215 West Main Street, Maple Shade, New Jersey                   08052
(Address of Principal Executive Offices)                      (Zip Code)

                              (856) 667-0600
                        (Issuer's Telephone Number)


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

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

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the 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)
[X] Yes    [  ] No


Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X] Yes   [  ] No

State issuer's revenues for its most recent fiscal year: $67,763

The Company's common stock is quoted on the NASD OTC Bulletin Board under the
symbol "APTA".   The estimated aggregate market value of the voting and non-
voting stock held by  non-affiliates of the registrant as of February 28,
2001 was $534,451. The market value is based upon the last sale of the Common
Stock on the NASD OTC Bulletin Board of $.51 per share on February 28, 2001.

The Company had 2,000,000 shares of common stock, par value $.001 per share,
outstanding as of February 28, 2001.

Documents incorporated by reference: none

Transitional Small Business Disclosure:     Yes       No  XX
                                                ----     -----
<PAGE>
                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS

General
--------

Apta Holdings, Inc. ("Apta" or the "Company") was incorporated on June 4,
1999 in the State of Delaware as a wholly owned subsidiary of ARCA Corp.  On
June 28, 1999, the Company acquired 100% of the assets and liabilities of the
parent, ARCA, as part of a merger by ARCA with Agate Technologies, Inc.

Included in the assets acquired by Apta were ARCA's wholly owned real estate
subsidiary, Spring Village Holdings, Inc. and ARCA's 80% owned finance
company subsidiary, Beran Corp.  The following discussion of the business of
the Company includes the businesses of the two subsidiaries and incorporates
the prior activities of ARCA Corp.

The Company was engaged in two lines of business; owning and operating income
producing real estate, and the originating and  servicing of loans to
businesses, generally secured by real estate or other  business assets
("business lending"), and to individuals, generally secured by vehicles or
other personal property ("consumer lending").

On December 31, 1995, the Company acquired through a subsidiary, for $50,000,
an 80% controlling interest in a 124 unit apartment complex located in Sharon
Hill, Pennsylvania.  The Company secured bridge financing to make certain
improvements needed to refinance the property.  Upon completion of the
improvements, rents, occupancy and net cash flow increased and the property
was successfully refinanced on September 19, 1997. Subsequent to the
refinancing, the Company has used its positive operating cash flow to reduce
debt.

On March 31, 1998, Beran Corp. was incorporated in the State of Delaware, and
on May 28, 1998, entered into business lending through the acquisition of the
business lending operations of a real estate development company.

On November 24, 1998, Beran became a licensed lender in the State of New
Jersey.  Beran started making secured consumer loans in the first quarter of
1999.  Beran reported $67,763 in financial services revenues for the twelve
month period ending December 31, 2000.  As of December 31, 2000, Beran had
$258,986 in loans outstanding.

On June 21, 2000, Apta incorporated Gavella Corp. ("Gavella") in the State of
Delaware as a wholly owned subsidiary. On August 7, 2000,  APTA transferred
all of the assets and liabilities of its 100% wholly owned subsidiary, Spring
Village Holdings, Inc. to Gavella in exchange for 2,000,000 shares of $.001
par value Gavella common stock. In addition, Apta contributed $200,000 to
Gavella.  The transfer of Spring Village Holdings, Inc. to Gavella was due to
a decision by Apta's Board of Directors to separate the finance business and
the real estate business into two separate corporations.


                                  -2-
<PAGE>
On December 27, 2000, Gavella was spun off.  On December 27, 2000, each
shareholder of Apta received one share of Gavella for each share of Apta
owned by the shareholders of record as of December 1, 2000.

Apta intends to focus its efforts on the expansion of its finance business.
The real estate business has been reflected as a discontinued operation.

Business
--------

The Company, through its 80% owned subsidiary Beran Corp., originates and
services loans to businesses secured by real estate and other business assets
("Business Purpose Loans"), and consumer loans typically to credit impaired
borrowers, including automobile loans secured by the title to the automobile
and the unconditional guarantee of participating dealers or individual
guarantors pre-approved by Beran.

The Company's customers currently consist primarily of two groups.  The first
category of customers includes credit impaired borrowers who are generally
unable to obtain financing from banks, savings and loan associations or other
finance companies that have historically provided loans only to individuals
with favorable credit characteristics.  These borrowers generally have
impaired or unsubstantiated credit characteristics and/or unverifiable
income, and respond favorably to the Company's marketing efforts.  The second
category of customers includes borrowers who would qualify for loans from
traditional lending sources but elect to utilize the Company's products and
services.  The Company's experience has indicated that these borrowers are
attracted to the Company's loan products as a result of its marketing
efforts, the personalized service provided by the Company's staff, and the
timely response to loan requests.  Historically, both categories of customers
have been willing to pay the Company's fees and interest rates which are
generally higher than those charged by traditional lending sources.

The Company markets its services primarily by "networking".  With respect to
Business Purpose Loans, the Company obtains new borrowers from
recommendations of existing borrowers and business associates. With respect
to automobile loans, an officer of the Company meets with dealers, salesmen
and finance managers, and provides them with detailed information about the
Company's auto loan program.  Through this "network", loan requests flow into
the Company, which are promptly accepted or rejected based on the Company's
underwriting criteria.  The Company does no mass media advertising.


Business Purpose Loans
----------------------

The Company began operations in 1998 and initially offered Business Purpose
Loans.  The Company currently originates Business Purpose Loans in
Pennsylvania and New Jersey.  The Company focuses its marketing efforts on
small businesses, including suppliers, vendors and subcontractors of Beran or
Apta Holdings, Inc. who generally do not meet all of the credit criteria of
commercial banks.

                                   -3-
<PAGE>
The Business Purpose Loans originated by the Company generally are secured by
real estate, cash flow from investment real estate, or other assets. The
Company's Business Purpose Loans are generally originated with fixed rates
and typically have origination fees of 2%.  The weighted average interest
rate received on the Business Purpose Loans originated by the Company was 15%
for the year ended December 31, 2000.


Automobile Loans
----------------

The Company is also in the business of underwriting, purchasing and servicing
high-yield retail automobile installment loan contracts.  Contracts will be
acquired from approved dealerships and other financial institutions.  Vehicle
loans purchased by the Company are generally made to first time buyers and
others with impaired credit ratings.  Therefore, the original interest rates
on the loans range from 18% to 25% per annum, and require a minimum 20% down
payment by the automobile purchaser.  Each loan must also be unconditionally
guaranteed by the automobile dealer or a pre-approved individual guarantor
acceptable to Beran.

In addition to the guarantee, the Company "holds back" 10% of each loan as
additional security for the loans purchased by the Company.  The holdback is
retained by the Company as a reserve against possible loan defaults.
Holdbacks from automobile dealers by lenders are common in this industry, but
vary in amount and terms from lender to lender.  The Company's holdback
policy is similar to other lenders with which the Company competes.

The Company does not anticipate any shortfalls in the reserve account.  The
Company can, if necessary, sell repossessed automobiles at a price which
significantly reduces the potential losses on defaulted loans.


Employees
----------

In addition to Harry J. Santoro, the President and Treasurer, and Stephen M.
Robinson, the  Vice President and Secretary, the Company, through a
subcontract, employs one other part time person on a regular basis to perform
administrative functions.


Facilities
-----------

The Company currently maintains its principal executive office in
approximately 500 square feet of leased office space at 215 West Main Street,
Maple Shade, New Jersey, 08052.  Monthly rent under a month to month lease is
$600.  The building is owned by Harry J. Santoro, President of the  Company;
however, the Company believes the terms of the lease are at least as
favorable as terms available from non-affiliated third parties.


                                  -4-
<PAGE>
Item 2.  Description of Property
---------------------------------

Other than its principal executive office, the Company does not own or lease
any other properties.


Item 3. Legal Proceedings.
---------------------------

There are no pending material legal proceedings to which the Company or any
of its properties is subject.


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

None.


PART II.

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

       Market Information.  The Company's common stock is approved for
quotation on the NASD OTC Bulletin Board under the symbol "APTA".  As of the
date of this Form 10-KSB, quotations were submitted by six market makers and
there was minimal public trading of the Company's stock at prices ranging
from $.125 to $.875.  As of February 28, 2001, there were 2,000,000 shares of
common stock outstanding.

       Holders.  There are approximately 450 holders of record of Apta common
stock.  The Company estimates that there are at least another 75 shareholders
whose stock is held in street name.

       Dividends.  Neither Apta nor its predecessor ARCA has declared or paid
any cash dividends on its common stock.  Apta presently, and for the
foreseeable future, intends to retain all its earnings, if any, for the
development of the Company's business.  The declaration and payment of cash
dividends in the future will be at the discretion of the Board of Directors,
and will depend upon a number of factors, including among others, future
earnings, operations, funding requirements, the general financial condition
of the Company, and such other factors as the Board of Directors may deem
relevant.


                                   -5-
<PAGE>
Recent Sales of Unregistered Securities
---------------------------------------

      The  following  information  sets  forth  certain  information  for all
securities of the Company sold during the quarter ending December 31, 2000
without registration under the Securities Act of 1933 (the "Securities
Act").  The following pertains to each of the transactions:

     .   There were no underwriters involved in any of the transactions.

     .   All of the securities issued were restricted common stock of Apta
Holdings, Inc., and each of the certificates issued was stamped with the
following restrictive legend:

"The shares represented by this certificate have not been registered under
the Securities Act of 1933.  The shares have been acquired for investment and
may not be sold, transferred or assigned in the absence of an effective
registration statement for these shares under the Securities Act of 1933 or
an opinion of the Company's counsel that registration is not required under
such Act."

     .   No form of advertising or general solicitation was utilized in
connection with any of the offers or sales of such securities.

     .   Redistribution of the common stock was subject to the provisions of
Rule 144 of the Securities Act.

     .   Each of the offerees were furnished with the Registrant's latest
Form 10-KSB, Form 10-QSB's for the fiscal periods subsequent to the end of
the fiscal period, and all forms 8-K filed by the Registrant since the end of
the fiscal period.

     .   Each of the purchasers represented that the purchaser was acquiring
the securities for the purchaser's own account, for investment only, and not
with a view toward the resale, fractionalization, division or distribution
thereof, and further, the investors each represented that they had no present
plans to enter into any contract, undertaking, agreement, or arrangement for
any such resale, distribution, division or fractionalization thereof.

     On November 27, 2000, 171,500 shares of the Company's common stock were
issued to seven investors for the consideration of $85,750 cash.  The
transaction was effected in reliance upon Rule 506 of Regulation D of the
Securities Act.

     On November 27, 2000, the Company issued to Theodora T. Robinson, spouse
of Stephen M. Robinson, Vice President, Secretary and a director of the
Company, 34,000 shares of the Company's common stock for the consideration of
$17,000 in cash.  The transaction was effected in reliance upon Rule 4(2) of
the Securities Act.


                                   -6-
<PAGE>
     On November 27, 2000, the Company issued to Harry J. Santoro, President,
Treasurer and a director of the Company, 34,000 shares of the Company's
common stock for the consideration of $17,000 in cash.  The transaction was
effected in reliance upon Rule 4(2) of the Securities Act.


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

Plan of Operation
-----------------

The Company plans to slowly increase its loan pool by originating new loans.
During 2000, the Company originated $267,249 in loans, averaging $22,271 per
month, primarily to consumers.

During the fourth quarter, the Company noticed an increase in late payments
on its consumer auto loans.  In anticipation of a tightening economy, the
Company tightened its underwriting requirements for consumer auto loans.  In
order to expand its loan portfolio, the Company intends to seek new
opportunities for its business purpose loan program.

The finance business is in the initial stages of its development.


Results of Operations
----------------------

The following discussion and analysis should be read in conjunction with the
Consolidated Financial Statements and Notes thereto appearing elsewhere in
this Form 10-KSB.

2000 Compared To 1999

Financial services revenues increased by $27,335 or 68%, from $40,428 in
1999 to $67,763 in 2000, due to more loans outstanding.

Administrative expenses increased to $76,246 in 2000 from $29,004 in 1999,
primarily due to costs related to the start-up of our finance company and
professional fees related to becoming a reporting public company. Total
operating expense increased by $46,344, from $35,224 in 1999 to $81,568 in
2000.

Operating income declined from $5,204 in 1999 to a loss of $13,805 in 2000,
primarily due to the increases in expenses discussed above, which were only
partially offset by the increase in revenues.

Interest expense, net of interest income, increased by $2,852 from $13,257 in
1999 to $16,109 in 2000.

Loss from continuing operations before minority interest increased by $21,861
from a loss of $8,053 in 1999 to a loss of $29,914 in 2000.


                                   -7-
<PAGE>
Minority interest, which represents the minority shareholder's share of the
net income of Beran Corp., increased from $889 in 1999 to $2,455 in 2000.
Though Beran Corp. runs at an operating profit, the consolidated results of
Apta Holdings, Inc. reflect operating losses due to the public company
corporate overhead of Apta.

Net loss from continuing operations was $32,369 in 2000, compared to a net
loss of $8,942 in 1999.

Loss from discontinued operations increased from $67,292 in 1999 to $143,858
in 2000.  This reflects the net losses incurred by the real estate business
which the Company spun off, and certain spin off related expenses.

Net loss increased by $99,993 from $76,234 in 1999 to $176,227 in 2000.
Basic net loss per share was ($.08) in 1999 and ($.12) in 2000.

The Company is taxed as a C-corporation for federal and state income tax
purposes.  As such, the Company will pay taxes on its net income as defined
by  the Internal Revenue Code.  No tax attributes of the Company flow through
to  the shareholders except for the regular taxation of dividends paid, if
any.


1999 Compared To 1998

The Company reported financial services revenues of $40,428 in 1999, compared
to $6,053 in 1998, an increase of $34,375.

Total operating expenses, exclusive of discontinued operations, increased by
$15,227, to $35,224.

Net loss, including discontinued operations, increased from $58,167 in 1998
to $76,234 in 1999.  The Company reported a basic net loss of ($.03) per
share in 1998, compared to a  basic net loss of ($.08) per share in 1999.


Liquidity and Capital Resources
--------------------------------

The Company's financial position is improving.

At December 31, 1999 the Company had $62,223 in working capital.  At December
31, 2000, the Company had $198,232 in working capital.

On December 31, 1998, the Company had $15,679 in cash. During the year ending
December 31, 1999, the Company realized $166,250 in proceeds from notes
payable, $42,000 from the sale of Apta common stock, and $15,000 through the
sale of common stock of Beran Corp., the Company's finance subsidiary, to one
individual, an accredited investor who is knowledgeable in the business of
Beran Corp.  This sale of stock reduced the Company's ownership of Beran
Corp. from 91% to 80% as of December 31, 1999.  Operations provided an
additional $29,966. The Company received $85,100 in cash from the Company's


                                   -8-
<PAGE>
predecessor, collected $104,258 from notes receivable, and made $292,342 in
new loans.  The Company used $27,357 to purchase property and equipment.  The
Company used $39,447 to repay notes payable, and repaid $85,100 in
liabilities assumed from a predecessor.  The net decrease in cash for the
year was $1,672.  The Company had $14,007 in cash on December 31, 1999.

During the year ending December 31, 2000, the Company received $56,250 in
proceeds from notes payable, and $314,250 from the issuance of its common
stock.  The Company received $67,105 in net collections on notes receivable.
Operations used $32,503.  Investing activities of discontinued operations
used $40,500.  The Company used $67,820 to purchase property and equipment.
The Company reduced debt by $298,165.  The net decrease in cash for the
period was $1,383.  The Company had $12,624 in cash on December 31, 2000.


Forward Looking Statements
---------------------------

The Company is making this statement in order to satisfy the "safe harbor"
provisions contained in the Private Securities Litigation Reform Act of 1995.

The foregoing discussion includes forward-looking statements relating to the
business of the Company.  Forward-looking statements contained herein or in
other statements made by the Company are made based on management's
expectations and beliefs concerning future events impacting the Company and
are subject to uncertainties and factors relating to the Company's operations
and business environment, all of which are difficult to predict and many of
which are beyond the control of the Company, that could cause actual results
of the Company to differ materially from those matters expressed in or
implied by forward-looking statements.  The Company believes that the
following factors, among others, could affect its future performance and
cause actual results of the Company to differ materially from those expressed
in or implied by forward-looking statements made by or on behalf of the
Company:  (a) the effect of changes in interest rates; (b) increases in or
unexpected loan losses; (c) fluctuations in the costs to operate the
business; (d) uninsurable risks; and (e) general economic conditions.



                                   -9-
<PAGE>
Item 7.  Financial Statements.
-------------------------------


              APTA HOLDINGS, INC. AND SUBSIDIARY
              CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2000 AND 1999

                      TABLE OF CONTENTS

                                                            PAGE
                                                            ----
  INDEPENDENT AUDITORS' REPORT..............................F-1

  CONSOLIDATED FINANCIAL STATEMENTS

     CONSOLIDATED BALANCE SHEETS............................F-2

     CONSOLIDATED STATEMENTS OF OPERATIONS..................F-3

     CONSOLIDATED STATEMENT OF CHANGES IN
     STOCKHOLDERS' EQUITY (DEFICIT).........................F-4

     CONSOLIDATED STATEMENTS OF CASH FLOWS .................F-5 - F-7

     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.............F-8 - F-15



                                   -10-

<PAGE>

                      INDEPENDENT AUDITORS' REPORT





To the Board of Directors and Stockholders
of APTA Holdings, Inc. and Subsidiary


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

     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the consolidated 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 financial position of APTA
HOLDINGS, INC. AND SUBSIDIARY as of December 31, 2000 and 1999, and the
results of their operations and their cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States
of America.


                              HAEFELE, FLANAGAN & CO., p.c.


Moorestown, New Jersey
January 31, 2001




                                  F-1
<PAGE>
                     APTA HOLDINGS, INC. AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS
                         DECEMBER 31, 2000 AND 1999

ASSETS
                                                     2000               1999
                                                     ----               ----
 Cash (Note 3)                                        12,624          14,007
 Notes receivable (Notes 3&5)                        258,986         345,188
 Inventory (Note 3)                                    9,952             -0-
 Prepaid expenses                                      2,210           4,529
 Property and equipment (Notes 3&6)                    3,000           1,931
                                                   ----------     ----------
TOTAL ASSETS                                      $  286,772      $  365,655
                                                   ==========     ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Liabilities
  Notes payable (Note 7)                          $   60,000      $ 186,250
  Accrued expenses (Note 11)                           1,900         96,500
  Dealer holdbacks (Note 3)                           23,640         18,751
  Net liabilities of discontinued
    operations (Note 4)                                  -0-        251,431
                                                  ----------      ----------
   Total Liabilities                                  85,540        552,932

Minority Interest (Notes 2&3)                         28,363         25,908

Commitments and Contingencies (Note 11)

Stockholders' equity (deficit) (Notes 1, 10 & 11)
  Common stock, $.001 par value
  2,000,000 shares authorized,
  2,000,000 and 1,084,000 shares issued
  and outstanding in 2000 and 1999                     2,000          1,084
  Additional paid-in capital                         273,000         95,916
  Accumulated deficit                               (102,131)      (310,185)
                                                   ---------       ---------
Total stockholders' equity (deficit)                 172,869       (213,185)
                                                   ---------       ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)                     $ 286,772     $  365,655
                                                   ==========     ==========

The accompanying notes are an integral part of these consolidated financial
statements. Specific reference is made to Note 1 where the basis of
presentation for these statements is described.
                               F-2
<PAGE>
                 APTA HOLDINGS, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF OPERATIONS
             FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

                                               2000                   1999
                                               ----                   ----

Financial Services                             67,763                 40,428

Operating expenses
  Administrative expenses                      76,246                 29,004
  Taxes and insurance                           4,089                  5,093
  Depreciation and amortization                 1,233                  1,127
                                             --------               --------
TOTAL OPERATING EXPENSES                       81,568                 35,224
                                             --------               --------

Operating income (loss) from
 continuing operations                       ( 13,805)                 5,204

 Interest expense, net                       ( 16,109)              ( 13,257)
                                             ---------              --------
Loss from continuing operations
 before minority interest                     (29,914)               ( 8,053)

Minority interest                             ( 2,455)               (   889)
                                             --------               --------

Net loss from continuing operations             ( 32,369)              (  8,942)
                                             --------               --------
Discontinued operations
  Loss from discontinued operations,
  net of $0 tax                            (  143,858)             (  67,292)
                                             --------               --------
Net loss                                    ($176,227)             ($ 76,234)
                                            =========              =========
Basic net loss per share (Note 3)
 Loss from continuing operations
   before minority interest                   ($.02)                 ($.01)
 Minority interest                               -0-                    -0-
 Loss from discontinued operations            ( .10)                 ( .07)
                                             ---------              --------

Net loss                                      ($.12)                 ($.08)
                                            =========              =========
Average number of common
shares outstanding - basic                  1,480,450              1,003,979
                                            =========              =========
The accompanying notes are an integral part of these consolidated financial
statements. Specific reference is made to Note 1 where the basis of
presentation for these statements is described.

                                 F-3
<PAGE>
                           APTA HOLDINGS, INC. AND SUBSIDIARY
             CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
<TABLE>
<CAPTION>

              Investment                         Additional                   Total
                 By           Common Stock        Paid-in    Accumulated  Stockholder's
              Predecessor  Shares     Amount      Capital      Deficit      Deficit
              -----------  -----------------      --------   ------------  -------------
<S>          <C>          <C>        <C>         <C>         <C>           <C>
Balance,
01/01/99      $( 83,951)            0    $   0       $    0      $   0      $ ( 83,951)

Net loss
prior to
spin-off       ( 42,486)            0     $  0       $    0      $    0      $( 42,486)

Initial
capitali-
zation
resulting
from
spin-off
(Note 1)        126,437     1,000,000    1,000       54,000    (276,437)       (95,000)

Issuance of
common stock          0        84,000       84       41,916           0         42,000

Net loss
subsequent to
spin-off              0             0       0             0     (33,748)      ( 33,748)
              ------------  ---------    -----     --------  -----------       -------
Balance
01/01/2000      $     0     1,084,000   $1,084     $ 95,916   ($310,185)     $(213,185)

Issuance of
common stock          0       434,000      434      186,566           0        187,000

Issuance of
common stock          0       242,500      243      121,008           0        121,251

Issuance of
common stock          0       239,500      239      119,510           0        119,749


Spin-off
investment
in
Gavella               0             0       0      (250,000)    384,281        134,281

Net loss              0             0       0             0     (32,369)      ( 32,369)

Net loss
from
discontinued
operations            0             0       0             0    (143,858)      (143,858)
              ------------  ---------    -----     --------  -----------       -------
Balance
12/31/2000      $     0     2,000,000   $2,000     $273,000   ($102,131)     $ 172,869
              ============  =========    =====     ========  ===========       =======

</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements. Specific reference is made to Note 1 where the basis of
presentation for these statements is described.
                                                      F-4
<PAGE>

                APTA HOLDINGS, INC. AND SUBSIDIARY
               CONSOLIDATED STATEMENTS OF CASH FLOWS
          FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

                                                   2000               1999
                                                   ----               ----
Cash flows from operating activities
   Net loss                                     ($176,227)          ($76,234)
   Adjustments to reconcile net loss
     to net cash provided by (used in)
     operating activities:
     Net loss from discontinued operations        143,858             67,292
     Minority interest in net loss of
       consolidated subsidiary                      2,455                889
     Depreciation and amortization expense          1,233              1,127
   (Increase) decrease in:
     Prepaid expenses                               2,319             (  930)
   Increase in:
     Accrued expenses                                 400              1,500
                                                  --------         ---------
Net cash used in continuing
   operating activities                           (25,962)            (6,356)

Net cash provided by (used in)
   discontinued operations                        ( 6,541)            36,322
                                                  --------         ---------
Net cash provided by (used in)
   operating activities                           (32,503)            29,966
                                                  --------         ---------
Cash flows from investing activities:
   Purchases of property and equipment            ( 2,302)           (   482)
   Purchases of property and equipment for
    discontinued operations                       (65,518)           (26,875)
   Cash received from predecessor                     -0-             85,100
   Cash used in investing activities of
    discontinued operations                       (40,500)               -0-
   Principal collected on
    installment notes receivable                  334,354            104,258
   Loans made                                    (267,249)          (292,342)
                                                  -------            -------
Net cash used in investing activities            ( 41,215)          (130,341)
                                                  -------            -------
Cash flows from financing activities
   Proceeds from notes payable                     26,250            136,250
   Proceeds from notes payable of
    discontinued operations                        30,000             30,000
   Repayments on notes payable                   (133,750)               -0-
   Repayments on notes payable of
    discontinued operations                      (126,529)           ( 4,553)
   Minority interest                                  -0-             15,000

                                  F-5
<PAGE>
                  APTA HOLDINGS, INC. AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
            FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

                                                   2000               1999
                                                   ----               ----

Issuance of common stock                          314,250             42,000
Repayment of mortgage notes payable
 of discontinued operations                      ( 37,886)           (34,894)
Repayment of predecessor liabilities                  -0-            (85,100)
                                                  -------            -------
Net cash provided by
  financing activities                             72,335             98,703

Decrease in cash                                  ( 1,383)           ( 1,672)

Cash, beginning                                    14,007             15,679
                                                  -------            -------
Cash, ending                                      $12,624            $14,007
                                                  =======            =======

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:


                                                   2000               1999
                                                   ----               ----

Cash paid for interest                           $ 16,500           $ 13,395
                                                 ========           ========

Cash paid for income taxes                       $    300           $    400
                                                 ========           ========

Non-cash investing and financing activities:

     On June 28, 1999, assets and liabilities of ARCA Corp. were transferred
to the Company as follows:


Accrued expenses                            $55,100
Notes payable                                30,000
                                            -------
Cash received from predecessor              $85,100
                                            =======

In connection with the stock dividend issued to the eligible ARCA Corp.
shareholders on June 28, 1999 (See Note 1), the Company has recorded accrued
expenses totaling $95,000 related to the potential future common stock
issuances in the amount of 180,000 shares of APTA's common stock at $.50 per
share.  In March 2000, the 180,000 shares were issued to a trust in
satisfaction of the accrued expenses.  (See Note 11).


                                    F-6
<PAGE>
                  APTA HOLDINGS, INC. AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
            FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999




Non-cash investing and financing activities (continued):
----------------------------------------------

     During the years ended December 31, 2000 and 1999, the Company made
loans of $267,249 and $292,342 which were net of dealer holdbacks of $23,640
and $18,751.  In 2000, the Company repossessed vehicles valued at $9,952 in
satisfaction of the loan amount outstanding.

     Issuance of common stock for the year ended December 31, 2000 was as
follows:

Issuance of common stock, net of
  stock issuance costs of $30,000                              $  428,000
Satisfaction of note payable to officer/director/stockholder
  in exchange for common stock                                  (  18,750)
Satisfaction of accrued expenses                                (  95,000)
                                                               -----------
Net proceeds from issuance of common stock                     $  314,250
                                                                ==========










The accompanying notes are an integral part of these consolidated financial
statements. Specific reference is made to Note 1 where the basis of
presentation for these statements is described.

                                    F-7
<PAGE>
                     APTA HOLDINGS, INC. AND SUBSIDIARY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2000 AND 1999


Note 1 - Organization and Basis of Presentation

     APTA Holdings, Inc. ("APTA"), a Delaware corporation, ("Company") was
formed on June 4, 1999, as a subsidiary of ARCA Corp. ("ARCA"), a New Jersey
corporation, in connection with a transaction in which ARCA was merged into
Agate Technologies, Inc. ("Agate") on June 29, 1999.  Immediately prior to
the closing of the merger, ARCA transferred all of its assets and liabilities
to APTA.  On June 28, 1999, the common stock of APTA was spun off to the
common shareholders of ARCA.  Eligible ARCA shareholders of record on June
28, 1999 ("Dividend Record Date") received one share of APTA's common stock
for each share of ARCA's common stock held on the Dividend Record Date.  On
June 28, 1999, 1,000,000 shares of $.001 par value APTA common stock were
issued to eligible ARCA shareholders.

     The consolidated financial statements for the year ended December 31,
1999 include periods prior to the spin off and include only those assets and
liabilities contributed by ARCA as described above. These financial
statements have been prepared using ARCA's historical basis of the assets and
liabilities and the historical results of operations and have been prepared
in accordance with the rules and regulations of the Securities and Exchange
Commission applicable for subsidiaries which have been spun off.  These rules
stipulate that statements shall be prepared as if the entity had existed
prior to the existence of the new company.  Such statements are not those of
a real entity, but describe a hypothetical "accounting predecessor" to APTA
Holdings, Inc.  The financial statements presented include all of the
operations of the Company as well as the operations of the Company's
predecessor prior to the spin-off, and have been accounted for in a manner
similar to that of a pooling of interests.

     In management's opinion, the accompanying consolidated financial
statements include all common and corporate level expenses which would have
been incurred on behalf of the accounting predecessor by ARCA.  Management
has allocated such expenses based on its best estimate of actual time and
effort expended for the benefit of APTA, and believes such allocation to be
reasonable.

     On June 21, 2000, APTA formed a subsidiary, Gavella Corp. ("Gavella")
for  purposes of effectuating a spin-off of its real estate operations.  On
August 7, 2000, APTA transferred all of the assets and liabilities of its
100% wholly-owned subsidiary, Spring Village Holdings, Inc. to Gavella in
exchange for 2,000,000 shares of $.001 par value Gavella common stock.  In
addition, APTA contributed $200,000 to the Company.  On December 27, 2000,
the common stock of Gavella was spun off to the common shareholders of APTA.
Eligible APTA shareholders of record on December 1, 2000 ("Dividend Record
Date") received one share of Gavella's common stock for each share of APTA's
common stock held on the Dividend Record Date.  On December 27, 2000,
2,000,000 shares of $.001 par value Gavella common stock were issued to
eligible APTA shareholders (See Note 4).

                                  F-8
<PAGE>
                     APTA HOLDINGS, INC. AND SUBSIDIARY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2000 AND 1999


Note 2 - Nature of Operations

     The Company through its 80% owned subsidiary, Beran Corp., sells and
services loans to businesses secured by real estate and other business assets
and is a consumer lender in the State of New Jersey.


Note 3 - Summary of Significant Accounting Policies


Principles of Consolidation
---------------------------

     The consolidated financial statements include the accounts of APTA
Holdings, Inc. and its 80% owned subsidiary, Beran Corp. All significant
intercompany transactions and accounts have been eliminated.  For financial
reporting purposes, the assets, liabilities, results of operations and cash
flows of Beran Corp. are included in the Company's consolidated financial
statements.  The outside investor's interest has been reflected as a minority
interest.

Use of Estimates
----------------

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes.  Actual results could differ from those estimates.

Financial Services Revenues
---------------------------

     Gross installment notes receivable are recorded net of unearned finance
charges, which are recognized as income using the interest method over the
term of the related loan.  Accrual of finance charges is suspended when
payment performance is deemed unsatisfactory.  When the loan becomes current,
the accrual is resumed and past-due income is recognized.

     Also included in financial services revenue are loan origination and
other fees.  Loan origination fees, net of related direct costs, are deferred
and amortized over the lives of the loans.  Non-refundable fees are deferred
and amortized on a straight-line basis over twelve months, net of related
direct incremental costs associated with the fee.


                                   F-9
<PAGE>
                     APTA HOLDINGS, INC. AND SUBSIDIARY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2000 AND 1999


Note 3 - Summary of Significant Accounting Policies (continued)

Credit Losses

     The installment notes receivable portfolio is reviewed regularly to
ensure that the allowance for loan losses is maintained at a level considered
adequate to cover potential losses.  Loans are charged-off on a loan by loan
basis generally when no material payment has been received within a
reasonable time. The allowance is increased by provisions charged to expense
and reduced by loan charge-offs net of recoveries.

Dealer Holdbacks

     Dealer holdbacks are the amounts payable to member dealers from the
acceptance of retail installment contracts. The dealer holdbacks protect the
Company from potential losses associated with the installment contracts.  The
dealer holdbacks are not paid until all advances related to a particular
dealer have been recovered. At December 31, 2000 and 1999, the dealer
holdbacks were $23,640 and $18,751.

Property, Equipment and Depreciation

     Property and equipment are recorded at cost.  Depreciation is provided
using the straight-line method over the estimated useful lives of the
respective assets for financial reporting purposes.  The estimated useful
lives for financial reporting purposes for office equipment is 5 years.
Maintenance and repairs are charged to expense as incurred; major renewals
and betterments are capitalized.  When items of property and equipment are
sold or retired, the related costs and accumulated depreciation are removed
from the accounts and any gain or loss is included in income.

Inventory

     Inventory consists of repossessed vehicles and are stated at the lower
of depreciated cost or estimated wholesale market.

Income Taxes

     The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes."
Under the liability method prescribed by SFAS No. 109, a deferred tax asset
or liability is determined based on differences between the financial
statement and tax basis of assets and liabilities as measured by the enacted
tax rates which will be in effect when these differences reverse.  Tax
credits are recorded as a reduction in income taxes.  Valuation allowances
are provided if, it is more likely than not, that some or all of the deferred
tax assets will not be realized.


                                     F-10
<PAGE>
                     APTA HOLDINGS, INC. AND SUBSIDIARY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2000 AND 1999


Note 3 - Summary of Significant Accounting Policies (continued)

Net Loss Per Share

     Basic net loss per share is computed on the basis of the weighted
average number of shares outstanding each period and excludes any dilutive
effects of options, warrants, and convertible securities.  Dilutive earnings
per share is computed giving effects to dilutive stock equivalents. The
Company had no potential common shares at December 31, 2000 and 1999.

     Net loss per share prior to the spin-off has been computed giving
effect to the distribution ratio of 1 common share of APTA common stock for
each common share of ARCA.  Accordingly, weighted average common shares
outstanding for the accounting predecessor, have been computed based on the
shares outstanding of ARCA for the respective period.  Calculated earnings
per share may not be representative of earnings per share subsequent to the
transfer of the assets and liabilities from ARCA since the level of other
expenses incurred by APTA may be higher than was incurred on a historical
basis.

The computations of basic net earnings per share from continuing operations
are as follows:

                                                       2000      1999

Net loss from continuing operations             ($  32,369)   ($   8,942)
                                                 =========      ========
Basic weighted average shares                    1,480,450     1,003,979
                                                 =========      ========
Net loss per share from continuing operations   ($     .02)   ($     .01)
                                                 =========      ========
Fair Value

     The Company's financial instruments consist primarily of cash, accounts
and installment notes receivable, accounts payable, accrued expenses and
debt.  The carrying amounts of the Company's financial instruments, excluding
installment notes receivable and debt, approximate fair value due to the
short maturity of these instruments.  The Company's notes receivable
approximate fair value based on interest rates currently being offered for
loans with similar terms to borrowers of similar credit quality.  The
Company's debt approximates fair value based on borrowing rates currently
available to the Company.


                                   F-11
<PAGE>
                     APTA HOLDINGS, INC. AND SUBSIDIARY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2000 AND 1999


Note 3 - Summary of Significant Accounting Policies (continued)

Statement of Cash Flows

     For purposes of the statements of cash flows, the Company considers all
highly liquid investments purchased with a term to maturity of three (3)
months or less at the time of acquisition to be cash equivalents.


Note 4 - Discontinued Operations

     On August 7, 2000, APTA transferred all of the assets and liabilities
of its wholly owned subsidiary,  Spring Village Holdings, Inc.,  to Gavella
Corp., also a wholly owned subsidiary of APTA in exchange for 2,000,000
shares of $.001 par value Gavella Corp. common stock.  In addition, APTA
contributed $200,000 to Gavella.  On December 27, 2000, APTA spun-off its
investment in Gavella Corp. to the common shareholders of APTA.  The
operating results of Gavella Corp. and subsidiary for the year  ended
December 31, 2000 have been treated as discontinued operations, and the 1999
financial statements have been restated to conform with this presentation.
No income tax expense or benefits were recognized due to the Company's net
operating loss carryforwards. Gavella Corp. and its subsidiary recorded
revenues of $838,898 and $808,058 for the years ended December 31, 2000 and
1999.

     The components of the net liabilities of discontinued operations
included in the consolidated balance sheet as of December 31, 1999 were as
follows:

Assets
   Rental Property, net       $     3,267,528
   Cash                             77,275
   Cash held in escrow                 51,581
   Accounts receivable                 12,986
   Prepaid expenses               52,603
   Deferred financing costs           66,891
                                 ------------
                                    3,528,864
Less liabilities
   Mortgage notes payable          (3,355,535)
   Notes payable                    (  271,529)
   Accrued interest           (   41,636)
   Accounts payable           (   17,270)
   Accrued expenses           (   25,042)
   Security deposits payable       (   69,284)
                                 ------------
                              (3,780,296)
                                 ------------
Net liabilities from
 discontinued operations $    (  251,432)
                                 ============

                                    F-12

<PAGE>
                     APTA HOLDINGS, INC. AND SUBSIDIARY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2000 AND 1999


Note 5 - Notes receivable

     Notes receivable at December 31, 2000 and 1999 consist of the
following:

                                                   2000         1999
                                                   ----         ----
Installment notes receivable in monthly
    payments including interest at 25% over
    an average initial term of 30 months,
    secured by related vehicles financed, and
    guarantee of minority stockholder of
    subsidiary                                       $  218,986   $ 171,279

Installment note receivable from a related party
   in monthly payments of $500 and $760 including
   interest at 15% and 12% in 2000 and 1999,
   due December 31, 2004, secured by equipment           15,000      36,769

Note receivable from a related party with
  interest at 15% and 12% in 2000 and 1999,              25,000      95,000
  due January 2003, unsecured

Installment note receivable from  a minority
  stockholder in monthly payments of $417
  including interest at 12%,  repaid in 2000,
  unsecured                                                 -0-      42,140
                                                      ---------    --------
                                                    $   258,986   $ 345,188
                                                      =========    ========

     Financial services revenue from related parties in 2000 and 1999 was
$14,977 and $7,192.

Note 6 - Property and Equipment

     Property and equipment at December 31, 2000 and 1999 consists of the
following:

                                                   2000         1999
                                                   ----         ----
Office equipment                                  $    6,004   $    3,702
Less accumulated depreciation                       (  3,004)    (  1,771)
                                                    ---------    --------
Property and equipment, net                       $    3,000   $    1,931
                                                    =========    ========

     Depreciation expense for the years ended December 31, 2000 and 1999 was
$1,233 and $1,127.


                                      F-13
<PAGE>
                     APTA HOLDINGS, INC. AND SUBSIDIARY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 2000 AND 1999

Note 7 - Notes Payable

     Notes payable at December 31, 2000 and 1999 consists of the following:

                                                         2000         1999
                                                         ----         ----
Note payable to minority stockholder of subsidiary
  with interest at 12%, unsecured, payable in 36
  monthly installments following demand for payment     $ 60,000 $  68,750

Notes payable to officer/director/stockholder with
   interest at 12%, due on demand, unsecured,
   repaid in 2000                                            -0-    17,500

Note payable to related parties with interest at
  12%, unsecured, repaid in 2000                          -0-      100,000
                                                       --------    --------
                                                       $ 60,000  $ 186,250
                                                      =========    ========
     Interest expense paid to related parties in 2000 and 1999 was $16,500
and $8,585.

Note 8 - Income Taxes

     The Company has deferred tax assets of $28,080 and $3,242 at December
31, 2000 and 1999 which represent the tax effects of net operating loss
carryforwards. The deferred tax assets have been reduced in their entirety by
a valuation allowance in each year.  At December 31, 2000, the Company has
approximately $117,000 of net operating loss carryforwards to offset future
taxable income for both federal and state income tax purposes, expiring in
various years through 2020 for federal purposes and 2007 for state purposes.

Note 9 - Related Party Transactions

Management Fees

     A company, which is owned by an officer/director/stockholder, provides
certain management and administrative services to the Companies. Management
fees from continuing operations for the years ended December 31, 2000 and
1999 were $21,600 and $13,300.  Included in accrued expenses are management
fees payable of $-0- and $3,750 at December 31, 2000 and 1999.


                                    F-14
<PAGE>
                     APTA HOLDINGS, INC. AND SUBSIDIARY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 1999 AND 1998


Note 9 - Related Party Transactions (continued)

Leases

     The Company leases its office space from a company which is owned by an
officer/director/stockholder.  Monthly rental payments are $600 per month.
Rent expense for the years ended December 31, 2000 and 1999 was $9,750 and
$4,500.

Other Administrative Expenses

     During the year ended December 31, 2000, the Company paid $12,500 to an
officer/director/stockholder for professional services provided in connection
with the Company's continuing operations.  The Company also paid $52,500 in
2000 to two officers/directors/stockholders for professional services
provided in connection with the discontinued operations of the Company.


Note 10 - Stockholders' Equity

During the year ended December 31, 2000, stock issuance costs of $30,000 were
paid to two officers/directors/stockholders of the Company in connection with
the preparation of the Company's private offering memorandum.

In addition, during the year ended December 31, 2000, the Company issued
37,500 shares of common stock to an officer/director/stockholder at $.50 per
share in exchange for satisfaction of a $17,500 note payable plus accrued
interest.


Note 11 - Commitments and Contingencies

In  January 2000, the Company was notified by the NASD that the stock
dividend of the APTA common shares made to the shareholders of Agate
Technologies, Inc. ("Agate"), formerly ARCA Corp.,  on June 28, 1999 was not
deemed to be effective by the NASD until the Securities and Exchange
Commission had completed its review of the Form 10 Registration Statement
filed by APTA.  Although it was the intention of ARCA to complete the stock
dividend on June 28, 1999, the determination by the NASD delayed the dividend
record date until November 30, 1999, and the ex-dividend date to January 12,
2000.  Accordingly, shareholders who believed that the Agate shares were
ex-dividend on June 28, 1999, and who sold Agate shares between November 30,
1999 and January 12, 2000, unknowingly sold their APTA shares, as well.  As a
result, the Company has established a trust for the future issuance of
180,000 shares of APTA stock for its potential issuance.  The Company has
accrued $95,000, as of June 28, 1999, representing the potential liability
relating to the future issuance of these shares at $.50 per share plus $5,000
payable to the trustee.  In March 2000, the Company issued 180,000 shares to
the trust in satisfaction of the $95,000 accrued expenses.


                                    F-15
<PAGE>
Item 8.  Changes In and Disagreements With Accountants on
         Accounting and Financial Disclosure
-----------------------------------------------------------

None.



PART III

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

The following table sets forth information with respect to the executive
officers, key personnel, directors and nominees to become directors of the
Company:

                              Age               Title
                              ----              ------

Harry J. Santoro, CPA          48               President, Treasurer and
                                                Director

Stephen M. Robinson, Esq.      58               Vice President, Secretary
                                                and Director


Harry J. Santoro.   Mr. Santoro is 48 years old and holds a Bachelor of
Science Degree in Accounting from Drexel University, Philadelphia, PA, where
he graduated Summa Cum Laude.  He began work in 1975 with Haefele, Van Sciver
& Co., a local certified Public Accounting firm.  Three years later he became
a Certified Public Accountant and was made a partner in the firm.  The firm's
name was changed to Haefele, Van Sciver, Santoro & Co.  While at the firm he
provided tax and financial planning services to individuals and businesses in
a wide range of industries, including real estate development.  He left the
firm in 1982 to form a consulting company and to invest in real estate.  He
is currently  engaged in real estate development and apartment management as
principal and  President of H. James Santoro, Inc. as well as the Company.
He also offers consulting services related to mergers and acquisitions.

Stephen M. Robinson.  Mr. Robinson, who is 58 years old, is admitted to
practice law in the State of New Jersey, and maintains a full time legal
practice concentrating on corporations, securities and associated general
practice matters.  He received a B.A. from Rutgers University in 1964 and a
J.D. from Rutgers Law School in 1967.  From 1970 to 1973, Mr. Robinson was an
assistant county prosecutor for Camden County, New Jersey, and from 1973 to
1978, he was an attorney with the United States Securities and Exchange
Commission.  He returned to private practice in 1978, and has been
continuously involved in the legal aspects of public and private offerings of
securities, other '33 Act filings,'34 Act filings for public companies and
securities-oriented litigation.  During the period from 1986 through 1992,
Mr.  Robinson was a shareholder of the law firm of Robinson & Sacharow, P.C.,
located in Maple Shade, New Jersey.   Mr. Robinson left such firm in 1992,
and opened an office at 172 Tuckerton Road, Medford, New Jersey where he
continues his securities practice.


                                   -11-
<PAGE>
All directors hold office until the next annual meeting of stockholders or
the election and qualification of their successors.  Directors of the Company
do not receive any compensation for their services as members of the Board of
Directors, but are entitled to reimbursement for expenses incurred in
connection with their attendance at Board of Directors' meetings.  Officers
are appointed by the Board of Directors and serve at the discretion of the
Board.

ITEM 10.  EXECUTIVE COMPENSATION.


     The following table sets forth the compensation of the named executive
officers for each of the Registrant's last three completed fiscal years.


                         EXECUTIVE COMPENSATION SUMMARY TABLE

                                      Annual Compensation

Name and                              Stock                   Other Annual
Principal Position     Year   Salary  Options    Bonus        Compensation
-------------------    ----   ------  -------    ------       ------------
Harry J. Santoro,      1998     0           0       0           $     0
President, Treasurer   1999     0           0       0           $13,300  (1)
                       2000     0           0       0           $76,600  (1)




Stephen M. Robinson,   1998     0           0       0           $     0
VP, Secretary          1999     0           0       0                 0
                       2000     0           0       0            40,000 (2)

-----------------
(1)  Includes fees payable to H. James Santoro, Inc. for management and for
administrative services rendered.

(2)  Includes fees payable to Stephen M. Robinson, P.A. as corporate counsel.


Employment and Consulting Agreements
-------------------------------------

There are no employment agreements with the officers of the Company.



ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of December 31, 2000
with respect to the beneficial ownership of the common stock by each
beneficial owner of more than 5% of the outstanding shares thereof, by each
director, each nominee to become a director and each executive officer named
in the Summary Compensation Table and by all executive officers, directors
and nominees to become directors of the Company as a group.

                                   -12-
<PAGE>
                        #  Shares of
Name and Address of     Common Stock          % Outstanding
Beneficial Owner        Beneficially            Common Stock
                          Owned <F1>        Beneficially Owned
------------------      ---------------     -----------------------
Stephen M. Robinson
172 Tuckerton Road
Medford, NJ   08055          485,893<F2>               24.3%

Harry J. Santoro
215 West Main Street
Maple Shade, NJ 08052        466,164<F3>               23.3%

All Directors and
Officers as a
group (2 persons)            952,057                   47.6%



-----------------
[FN]
<F1>
  Under the rules of the Commission, a person is deemed to be the beneficial
owner of a security if such person has or shares the power to vote or direct
the voting of such security or the power to dispose or direct the disposition
of such security.  A person is also deemed to be a beneficial owner of any
securities of that person has the right to acquire beneficial ownership
within  60 days.  Accordingly, more than one person may be deemed to be a
beneficial  owner of the same securities.  Unless otherwise indicated by
footnote, the  named entities or individuals have sole voting and investment
power with  respect to the shares of common stock beneficially owned.

<F2>
  Includes 191,500 shares held by Theodora T. Robinson, spouse of Stephen M.
Robinson.

<F3>
  Includes 75,000 shares held by Donna M. Santoro, wife of Harry J. Santoro,
and 37,500 shares held by H. James Santoro, Inc., a company controlled by
Harry J. Santoro.
</FN>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


The Company currently maintains its principal executive offices with Santoro
Realty, Inc. in approximately 500 square feet of leased office space at 215
West Main Street, Maple Shade, New Jersey, 08052.  Monthly rent under a month
to month lease is $600.  The building is owned by Harry J. Santoro, President
of  the  Company; however, the Company believes the terms of the lease are at
least as  favorable as terms available from non-affiliated third parties.


                                   -13-
<PAGE>
     During March, 2000, the Company issued to Theodora T. Robinson, spouse
of Stephen M. Robinson, Vice President, Secretary and a director of the
Company, 87,500 shares of the Company's common stock for the consideration of
$43,750, consisting of payment of $25,000 in cash and the cancellation of a
note payable in the amount of $17,500 plus accrued interest.  The transaction
was effected in reliance upon Rule 4(2) of the Securities Act.

     During March, 2000, the Company issued to Harry J. Santoro, President,
Treasurer and a director of the Company, 75,000 shares of the Company's
common stock for consideration of $37,500 in cash.  The transaction was
effected in reliance upon Rule 4(2) of the Securities Act.

     During September 2000, the Company issued to Theodora T. Robinson,
spouse of Stephen M. Robinson, Vice President, Secretary and a director of
the Company, 25,000 shares of the Company's common stock for the
consideration of $12,500 in cash.  The transaction was effected in reliance
upon Rule 4(2) of the Securities Act.

     During September 2000, the Company issued to Harry J. Santoro,
President, Treasurer and a director of the Company, 65,000 shares of the
Company's common stock for consideration of $32,500 in cash.  The transaction
was effected in reliance upon Rule 4(2) of the Securities Act.

     During September 2000, the Company issued to Donna M. Santoro, wife of
Harry J. Santoro, President, Treasurer and a director of the Company, 30,000
shares of the Company's common stock for consideration of $15,000 in cash.
The transaction was effected in reliance upon Rule 4(2) of the Securities
Act.

     During November 2000, the Company issued to Theodora T. Robinson, spouse
of Stephen M. Robinson, Vice President, Secretary and a director of the
Company, 34,000 shares of the Company's common stock for the consideration of
$17,000 in cash.  The transaction was effected in reliance upon Rule 4(2) of
the Securities Act.

     During November 2000, the Company issued to Harry J. Santoro, President,
Treasurer and a director of the Company, 34,000 shares of the Company's
common stock for the consideration of $17,000 in cash.  The transaction was
effected in reliance upon Rule 4(2) of the Securities Act.


                                   -14-
<PAGE>
Item 13.  Exhibits and Reports on Form 8-K
------------------------------------------

(a) Exhibits
    --------

Exhibit No.    Description of Document
-----------    -----------------------

*3.01         Articles of Incorporation of Apta Holdings, Inc.
               dated June 4, 1999

*3.02         By-laws of Apta Holdings, Inc.

*10.01        Indenture, Bill of Sale and Assignment of Assets, Properties
              and Business of ARCA Corp.

*10.02        Instrument of Assumption of Liabilities

*10.03        Provisional Workout Agreement

*10.04        Agreement with Resource Properties XXIII, Inc.

*10.05        Apartment Management Agreement

*11.01        Statement re:  Computation of Earnings per Share

*21.1         List of Subsidiaries of Registrant

*23.01        Consent of Haefele, Flanagan & Co., P.C.


(b) Reports on Form 8-K
    -------------------

     None


---------

The exhibits designed above with an asterisk (*) have previously been filed
with the Commission and, pursuant to 17 C.F.R. Secs. 201.24 and 240.12b-32,
are incorporated by reference to the Registrant's Registration Statement on
Form 10-SB number 0-26777, effective September 20, 1999.



                                   -15-
<PAGE>
                                   SIGNATURES

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


                                            APTA HOLDINGS, INC.
                                            (Registrant)

Date: March 30, 2001

                                            /S/  Harry J. Santoro
                                        -----------------------------------
                                          Harry J. Santoro, President

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

                                            APTA HOLDINGS, INC.
                                            (Registrant)

Date: March 30, 2001

                                            /S/  Harry J. Santoro
                                       -------------------------------------
                                            Harry J. Santoro, President,
                                     CEO, Treasurer, Chief Financial
                                     Officer and Director

                                            /S/  Stephen M. Robinson
                                       -------------------------------------
                                            Stephen M. Robinson, Vice
                                     President, Secretary, Director


                                   -16-