SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
    [X] Annual Report Pursuant to Section 13 or 15(d) of the
           Securities Exchange Act of 1934

    [ ] Transitional Report Under Section 13 or 15(d) of the
           Securities Exchange Act of 1934

                   For the fiscal year ended November 30, 1999

                           Commission File No. 0-21099

                            ZABA INTERNATIONAL, INC.
                            ------------------------
                 (Name of small business issuer in its charter)

           Colorado                                            84-1128300
           --------                                            ----------
(State or other jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                           (Identification Number)

                      5650 Greenwood Plaza Blvd, Suite 216
                               Englewood, Colorado
                                 (303) 741-1118
                                 --------------
        (Address, including zip code and telephone number, including area
                    code, of registrant's executive offices)

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

                                      none

        Securities registered under to Section 12(g) of the Exchange Act:

                                  Common Stock
                                  ------------
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  12
months (or for such  shorter  period that the Company 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 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
                 ---

Issuer's revenues for its most recent fiscal year: $ -0-

                          (Continued on Following Page)


<PAGE>



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: As of February 22, 2000: $0.

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date: As of February 22, 2000 there were
2,407,165 shares of the Company's common stock issued and outstanding.

Documents Incorporated by Reference:

                 This Form 10-KSB consists of Thirty One Pages.
                 Exhibit Index is located at Page Twenty Eight.



                                                                               2


<PAGE>



                                TABLE OF CONTENTS

                            FORM 10-KSB ANNUAL REPORT

                            ZABA INTERNATIONAL, INC.

                                                              PAGE
                                                              ----

Facing Page
Index

PART I

Item 1.    Description of Business.....................          4
Item 2.    Description of Property.....................          6
Item 3.    Legal Proceedings...........................          6
Item 4.    Submission of Matters to a Vote of
               Security Holders........................          6

PART II

Item 5.    Market for the Registrant's Common Equity
               and Related Stockholder Matters.........          7
Item 6.    Management's Discussion and Analysis of
               Financial Condition and Results of

               Operations..............................          7
Item 7     Financial Statements........................         11
Item 8.    Changes in and Disagreements on Accounting
               and Financial Disclosure................         24


PART III

Item 9.    Directors, Executive Officers, Promoters
               and Control Persons, Compliance with
               Section 16(a) of the Exchange Act.......         24
Item 10.   Executive Compensation......................         25
Item 11.   Security Ownership of Certain Beneficial
               Owners and Management...................         27
Item 12.   Certain Relationships and Related
               Transactions............................         27

PART IV

Item 13.   Exhibits and Reports on Form 8-K...........          28


SIGNATURES.............................................         29



                                                                               3


<PAGE>



                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

History

     Zaba International,  Inc. (the "Company") was incorporated on September 28,
1988, under the laws of the State of Colorado under the name HA Spinnaker,  Inc.
to engage in any lawful corporate  undertaking.  The Company's current principal
business purpose is a "shell"  corporation  engaged in seeking out and acquiring
another business entity or opportunity. Between September 1988 and January 1990,
the primary activity of the Company was directed towards organizational efforts.
In January 1990, the Company filed a registration  statement on Form S-18, which
the Company  abandoned  in May 1991 due to adverse  market  conditions.  In July
1996,  the  Company  filed a  registration  statement  on Form  10-SB  with  the
Securities  and  Exchange  Commission,   which  registration   statement  became
effective  in  April  1998.  The  purpose  of  the  registration  statement  was
management's  belief  that the  primary  attraction  of the  Company as a merger
partner  or  acquisition  vehicle  will be its  status  as a  reporting  company
pursuant to the Securities Exchange Act of 1934, as amended.

Description of Business

     In August 1997,  the Company  executed an agreement  whereby it intended to
acquire  all of the  issued and  outstanding  securities  of Zaba  International
Holdings USA, Inc. ("Old Zaba"), a Nevada  corporation  (the "Zaba  Agreement").
The terms of the transaction  involved the Company  undertaking a "reverse stock
split"  wherein one share of common  stock was issued in  exchange  for every 12
shares of common  stock  issued  and  outstanding  as of the  Closing  Date and,
thereafter,  issuing an aggregate of 9,628,660 shares of its "restricted" common
stock to the  shareholders  of Old Zaba in exchange  for all of their issued and
outstanding  stock of Old Zaba.  Old Zaba did not survive the  transaction.  The
Company also changed its name to "Zaba International, Inc."

     Subsequent  to August 4,  1997,  former  management  discovered  a material
inaccuracy in the  representations  and warranties made by Old Zaba and included
in the Zaba Agreement. Pursuant to the terms of said Zaba Agreement,  management
of the  Company  provided  notice of the same to  management  of Old Zaba.  As a
result, management of Old Zaba had twenty (20) days from the date of such notice
to cure any and all defects.  Failure of Old Zaba to properly cure within the 20
day period would have caused the Zaba  Agreement to be  terminated in accordance
with its terms.  Effective October 29, 1997, the Company and Zaba did execute an
Amendment to the Zaba Agreement, the Agreement was ratified,  subject however to
a right of rescission  granted to former management to be exercised if, and only
if, Old Zaba failed to close a material acquisition on or

                                                                               4


<PAGE>



before December 31, 1997. This material  acquisition was exercising an option to
purchase  all of the issued and  outstanding  securities  of three (3)  Canadian
companies,  including Sweeprite Mfg. Inc. ("Sweeprite"),  Rite Way Mfg. Co. Ltd.
("Rite Way") and Patchrite Inc.  ("Patchrite"),  all Saskatchewan  corporations.
These companies are engaged in the businesses of manufacturing, distribution and
marketing  of tillage and seeding  agricultural  equipment  ("Riteway"),  street
sweepers  ("Sweeprite")  and  asphalt  surface  pothole  patchers  ("Patchrite")
(hereinafter jointly referred to as the "Sweeprite Companies").  Old Zaba failed
to exercise its option and  thereafter,  on June 1, 1998, the Zaba Agreement was
rescinded by the mutual consent of the parties.

     As a result of the  rescission,  the  Company's  then current  officers and
members of the Board of Directors  resigned their positions with the Company and
certain members of the Board who had previously held such positions prior to the
Zaba Agreement again assumed  management  positions with the Company.  See "Part
III, Item 9 - Directors,  Executive  Officers,  Promoters  and Control  Persons;
Compliance with Section 16(a) of the Exchange Act."

     See "Part II, Item 6 -  Management's  Discussion  and Analysis of Financial
Condition  and  Results of  Operations  - Plan of  Operation",  below for a more
detailed description of the Company's business plan.

     The current  business  activities  of the  Company  classify it as a "blank
check"  company.  Many  states  have  enacted  statutes,  rules and  regulations
limiting the sale of securities of "blank check"  companies in their  respective
jurisdictions.  Management  does not intend to undertake  any efforts to cause a
market to develop in the Company's securities until such time as the Company has
successfully implemented its business plan described herein.

Subsequent Event

     Effective  February 11, 2000, the Company  executed a letter of intent with
Tessa Complete Health Care, Inc., a Georgia corporation  ("Tessa"),  whereby the
Company  agreed to engage in a merger  with  Tessa and  agreed to  consummate  a
merger with Tessa by the Company's  shareholders  exchanging all of their issued
and  outstanding  Common Stock for an aggregate of 225,000  "restricted"  Common
Shares of Tessa and  $112,500  in cash,  with Tessa  emerging  as the  surviving
company and the Company being dissolved by operation of law.

     The  proposed  merger  between  the Company and Tessa is subject to various
conditions,  including the approval of the terms of the proposed  transaction by
each of the respective  companies  shareholders  and completion of due diligence
activities.  In the event these  conditions are met, it is anticipated  that the
proposed  transaction  will  close on or about  March  17,  2000.  There  are no
assurances that the proposed transaction will close on the date

                                                                               5


<PAGE>



indicated,  or at all.  However,  Tessa has placed a  non-refundable  deposit of
$20,000 into escrow pending closing. If the proposed  transaction does not close
due to the fault of Tessa, these funds will be released to the Company.

     Tessa provides  physician practice  management  services to multi-specialty
clinics  throughout the United States which focus on conservative,  non-invasive
rehabilitative  care.  Its  services  include  clinic and  regional  development
through  implementation  of  the  multi-specialty  concept,   marketing,   payor
contracting and business,  financial,  administrative  and clinical  information
management. It currently has approximately 30 clinics to whom it provides theses
services and is engaged in a campaign to increase the number of clinics  subject
to contract.

Employees

     During the fiscal year ended  November  30,  1999,  the Company had no full
time employees.  The Company's President has agreed to allocate a portion of his
time to the  activities  of the  Company,  without  compensation.  This  officer
anticipates  that the  business  plan of the Company can be  implemented  by his
devoting approximately 20 hours per month to the business affairs of the Company
and,  consequently,  conflicts of interest may arise with respect to the limited
time commitment by such officer.

ITEM 2.  DESCRIPTION OF PROPERTY

     Facilities.  The Company  operates  from  offices at 5650  Greenwood  Plaza
Blvd.,  Suite 216,  Englewood,  Colorado  80111.  This space is  provided to the
Company on a rent free basis by the President of the Company.  It is anticipated
that this  arrangement  will remain until such time as the Company  successfully
consummates a merger or  acquisition.  Management  believes that this space will
meet the Company's needs for the foreseeable future.

     Other  Property.  The  Company  has no  properties  and at this time has no
agreements to acquire any properties.  The Company intends to attempt to acquire
assets or a business in exchange for its securities  which assets or business is
determined to be desirable for its objectives.

ITEM 3.   LEGAL PROCEEDINGS

     There are no  material  legal  proceedings  which are  pending or have been
threatened against the Company of which management is aware.

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

     None.


                                                                               6


<PAGE>



                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

     (a) Market Information. There is presently no trading market for the common
equity of the Company.

     (b) Holders.  There are  thirty-two  (32) holders of the  Company's  Common
Stock.

     As of the date of this report,  all of the shares of the  Company's  Common
Stock are eligible for sale under Rule 144 promulgated  under the Securities Act
of 1933, as amended,  subject to certain  limitations  included in said Rule. In
general, under Rule 144, a person (or persons whose shares are aggregated),  who
has satisfied a one year holding period, under certain  circumstances,  may sell
within  any three  month  period a number of shares  which  does not  exceed the
greater  of one  percent of the then  outstanding  Common  Stock or the  average
weekly trading  volume during the four calendar  weeks prior to such sale.  Rule
144 also permits,  under certain  circumstances,  the sale of shares without any
quantity  limitation by a person who has satisfied a two year holding period and
who is not, and has not been for the preceding three months, an affiliate of the
Company.

     (c) Dividends.

     (1) The Company has not paid any dividends on its Common Stock. The Company
does not foresee that the Company will have the ability to pay a dividend on its
Common  Stock in the fiscal year ended  November  30,  2000,  unless the Company
successfully  consummates a merger or acquisition and the relevant candidate has
sufficient  assets  available  to  undertake  issuance  of such a  dividend  and
management elects to do so, of which there can be no assurance.

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     The following  discussion  should be read in conjunction with the Company's
audited  financial  statements and notes thereto included herein.  In connection
with, and because it desires to take advantage of, the "safe harbor"  provisions
of the Private  Securities  Litigation  Reform Act of 1995, the Company cautions
readers regarding certain forward looking statements in the following discussion
and  elsewhere  in this  report  and in any other  statement  made by, or on the
behalf of the Company,  whether or not in future filings with the Securities and
Exchange  Commission.  Forward  looking  statements  are statements not based on
historical  information  and  which  relate to  future  operations,  strategies,
financial results or other developments. Forward looking

                                                                               7


<PAGE>



statements  are  necessarily  based  upon  estimates  and  assumptions  that are
inherently   subject  to   significant   business,   economic  and   competitive
uncertainties and contingencies,  many of which are beyond the Company's control
and many of which,  with respect to future  business  decisions,  are subject to
change.  These  uncertainties  and  contingencies  can affect actual results and
could cause  actual  results to differ  materially  from those  expressed in any
forward looking  statements  made by, or on behalf of, the Company.  The Company
disclaims any obligation to update forward looking statements.

     (a) Plan of Operation.
         -----------------

     The Company's  purpose is to seek,  investigate and, if such  investigation
warrants,  acquire an  interest  in business  opportunities  presented  to it by
persons  or firms who or which  desire to seek the  perceived  advantages  of an
Exchange Act registered corporation. The Company does not restrict its search to
any specific business,  industry,  or geographical  location and the Company may
participate  in a  business  venture  of  virtually  any  kind or  nature.  This
discussion of the proposed business is purposefully  general and is not meant to
be restrictive of the Company's virtually unlimited discretion to search for and
enter into potential business opportunities.  Management anticipates that it may
be able to  participate  in only one  potential  business  venture  because  the
Company has nominal assets and limited financial resources. See "Part II, Item 7
- Financial  Statements."  This lack of  diversification  should be considered a
substantial  risk to  shareholders of the Company because it will not permit the
Company to offset potential losses from one venture against gains from another.

     The  Company is seeking a business  opportunity  with  entities  which have
recently commenced  operations,  or which wish to utilize the public marketplace
in order to raise  additional  capital in order to expand  into new  products or
markets,  to develop a new product or service,  or for other corporate purposes.
The  Company may acquire  assets and  establish  wholly  owned  subsidiaries  in
various businesses or acquire existing businesses as subsidiaries.

     The Company  anticipates  that the selection of a business  opportunity  in
which to  participate  will be  complex  and  extremely  risky.  Due to  general
economic conditions,  rapid technological advances being made in some industries
and shortages of available capital,  management believes that there are numerous
firms seeking the perceived benefits of a publicly registered corporation.  Such
perceived  benefits may include  facilitating  or  improving  the terms on which
additional  equity  financing may be sought,  providing  liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable statutes), for all shareholders and other factors.
Potentially, available business opportunities may occur in many

                                                                               8


<PAGE>



different  industries  and at various stages of  development,  all of which will
make  the  task of  comparative  investigation  and  analysis  of such  business
opportunities extremely difficult and complex.

     The  Company  has,  and will  continue  to have,  no capital  with which to
provide the owners of business  opportunities with any significant cash or other
assets. However, management believes the Company will be able to offer owners of
acquisition  candidates  the  opportunity  to  acquire a  controlling  ownership
interest in a publicly  registered  company without  incurring the cost and time
required  to conduct  an initial  public  offering.  The owners of the  business
opportunities  will,  however,  incur  significant legal and accounting costs in
connection with  acquisition of a business  opportunity,  including the costs of
preparing Form 8-K's,  10-K's or 10-KSB's,  agreements  and related  reports and
documents.  The  Securities  Exchange  Act of 1934 (the "34  Act")  specifically
requires that any merger or  acquisition  candidate  comply with all  applicable
reporting requirements,  which include providing audited financial statements to
be included within the numerous  filings  relevant to complying with the 34 Act.
Nevertheless,  the  officers and  directors  of the Company  have not  conducted
market  research and are not aware of  statistical  data which would support the
perceived  benefits of a merger or acquisition  transaction  for the owners of a
business opportunity.

     The analysis of new business  opportunities will be undertaken by, or under
the supervision of, the officers and directors of the Company, none of whom is a
professional business analyst.  Management intends to concentrate on identifying
preliminary  prospective  business  opportunities  which may be  brought  to its
attention through present  associations of the Company's officers and directors,
or  by  the   Company's   shareholders.   In  analyzing   prospective   business
opportunities, management will consider such matters as the available technical,
financial  and  managerial  resources;   working  capital  and  other  financial
requirements; history of operations, if any; prospects for the future; nature of
present and  expected  competition;  the quality and  experience  of  management
services which may be available and the depth of that management;  the potential
for further research, development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the proposed  activities
of the Company; the potential for growth or expansion; the potential for profit;
the perceived public recognition of acceptance of products, services, or trades;
name identification;  and other relevant factors.  Officers and directors of the
Company  expect to meet  personally  with  management  and key  personnel of the
business opportunity as part of their investigation. To the extent possible, the
Company  intends  to utilize  written  reports  and  personal  investigation  to
evaluate  the above  factors.  The  Company  will not  acquire or merge with any
company for which  audited  financial  statements  cannot be  obtained  within a
reasonable period of time after closing of the proposed transaction.

                                                                               9


<PAGE>




     Management  of the Company,  while not  especially  experienced  in matters
relating to the new business of the  Company,  is relying upon their own efforts
and, to a much lesser  extent,  the efforts of the  Company's  shareholders,  in
accomplishing  the business purposes of the Company.  No outside  consultants or
advisors are being utilized by the Company to effectuate  its business  purposes
described herein. However, if the Company does retain such an outside consultant
or  advisor,  any cash fee  earned  by such  party  will  need to be paid by the
prospective merger/acquisition candidate, as the Company has no cash assets with
which to pay such  obligation.  There have been no contracts or agreements  with
any outside consultants and none are anticipated in the future.

     The Company does not  restrict  its search for any specific  kind of firms,
but may acquire a venture  which is in its  preliminary  or  development  stage,
which is already in  operation,  or in  essentially  any stage of its  corporate
life.  It is  impossible  to predict at this time the status of any  business in
which the Company may become  engaged,  in that such  business  may need to seek
additional  capital,  may desire to have its shares publicly traded, or may seek
other perceived  advantages  which the Company may offer.  However,  the Company
does not intend to obtain funds in one or more private placements to finance the
operation of any acquired  business  opportunity  until such time as the Company
has successfully consummated such a merger or acquisition.

     The  Company  does incur  nominal  expenses  in the  implementation  of its
business plan described herein. Because the Company has no capital with which to
pay these anticipated  expenses,  present management of the Company has and will
continue to pay these charges with their personal  funds, as interest free loans
to the Company. However, the only opportunity which management has to have these
loans  repaid  will be  from a  prospective  merger  or  acquisition  candidate.
Management has agreed among  themselves  that the repayment of any loans made on
behalf of the Company will not impede,  or be made conditional in any manner, to
consummation of a proposed transaction.

     The Company has no full time employees.  The Company's President has agreed
to  allocate a portion of his time to the  activities  of the  Company,  without
compensation. This officer anticipates that the business plan of the Company can
be implemented by his devoting  approximately 20 hours per month to the business
affairs of the Company and,  consequently,  conflicts of interest may arise with
respect to the limited time commitment by such officer.

     Because  the Company  presently  has  nominal  overhead  or other  material
financial  obligations,  management  of the Company  believes that the Company's
short term cash requirements can be satisfied by management  injecting  whatever
nominal  amounts of cash into the  Company to cover these  incidental  expenses.
There are no

                                                                              10


<PAGE>



assurances  whatsoever  that any  additional  cash will be made available to the
Company through any means.

Year 2000 Disclosure

     Many existing  computer  programs use only two digits to identify a year in
the date field.  These programs were designed and developed without  considering
the  impact  of the  upcoming  change in the  century.  If not  corrected,  many
computer  applications  could fail or create erroneous results by or at the Year
2000. As a result,  many companies will be required to undertake  major projects
to address the Year 2000 issue. Because the Company has no assets, including any
personal property such as computers, it is not anticipated that the Company will
incur any negative impact as a result of this potential problem.  However, it is
possible  that this issue may have an impact on the  Company  after the  Company
successfully consummates a merger or acquisition.  Management intends to address
this potential  problem with any  prospective  merger or acquisition  candidate.
There can be no  assurances  that new  management of the Company will be able to
avoid a problem in this regard after a merger or acquisition is so consummated.

ITEM 7.  FINANCIAL STATEMENTS

                                                                              11


<PAGE>









                           Zaba International, Inc.
                          (f/k/a HA Spinnaker, Inc.)


                            FINANCIAL STATEMENTS

                                   with

                       Independent Auditors' Report
             For The Fiscal Years Ended November 30, 1999 And 1998
    And the Period September 28, 1988 (inception) through November 30, 1999



































                                                                              12


<PAGE>








                           Zaba International, Inc.
                          (f/k/a HA Spinnaker, Inc.)


                              TABLE OF CONTENTS

                                                                     Page
                                                                     ----

     Independent Auditors' Report                                       1

     Financial Statements

          Balance Sheet                                                 2

          Statement of Operations                                       3

          Statement of Cash Flows                                       4

          Statement of Shareholder's Equity                           5-6

          Notes to the Financial Statements                          7-10




























                                                                              13


<PAGE>



                         Kish, Leake & Associates P.C.
                          Certified Public Accountants
J.D.Kish, C.P.A., M.B.A.                      7901 E Belleview Ave - Suite 220
James D. Leake, C.P.A., M.T.                         Englewood, Colorado 80111
  ---------------------                               Telephone (303) 779-5006
Arleen R. Brogan, C.P.A.                              Facsimile (303) 779-5724

                          Independent Auditor's Report

We have  audited the  accompanying  balance  sheet of Zaba  International,  Inc.
(f/k/a HA Spinnaker,  Inc.) (a  developmental  stage  company),  at November 30,
1999, and the related  statement of operations,  cash flows,  and  shareholders'
equity for the fiscal  years  ended  November  30,  1999 and 1998 and the period
September  28, 1988  (inception)  through  November  30, 1999.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our 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 the overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Zaba International, Inc. (f/k/a
HA Spinnaker,  Inc.) at November 30, 1999 and the results of its  operations and
its cash flows for the fiscal  years  ended  November  30, 1999 and 1998 and the
period  September 30, 1988  (inception)  through November 30, 1999 in conformity
with generally accepted accounting principles.

The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going concern. The Company is a development stage enterprise.
The lack of sufficient working capital to operate as of November 30, 1999 raises
substantial doubt about its ability to continue as a going concern. Management's
plans concerning these matters are described in Note 5. The financial statements
do not  include  any  adjustments  that might  result  from the outcome of these
uncertainties.

s/Kish, Leake & Associates, P.C.

Kish, Leake & Associates, P.C.
Certified Public Accountants
Englewood, Colorado

February 14, 1999


                                      -1-

                                                                              14


<PAGE>

<TABLE>


Zaba International, Inc.
(fka H A Spinnaker, Inc.)
(A Development Stage Company)
Balance Sheet
-----------------------------------------------------------------

<CAPTION>
                                                       November
                                                       30, 1999
                                                       --------
<S>                                                    <C>
ASSETS

Current Assets - Cash                                  $    809
                                                       --------

TOTAL ASSETS                                           $    809
                                                       ========

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES

Current Liabilities - Accounts Payable                 $ 11,855

Long-Term Liabilities                                         0
                                                       --------

TOTAL LIABILITIES                                        11,855
                                                       --------
SHAREHOLDERS' EQUITY

Preferred Stock, $.001 Par Value
 Authorized 100,000,000 Shares;
 Issued And Outstanding -0- Shares                            0

Common Stock, $.0001 Par Value
 Authorized 1,000,000,000 Shares;
 Issued And Outstanding 2,407,165 Shares                    241

Capital Paid In Excess Of

 Par Value Of Common Stock                               61,632

Retained Earnings (Deficit) Accumulated During The
 Development Stage                                      (72,919)
                                                       --------
TOTAL SHAREHOLDERS' EQUITY                              (11,046)
                                                       --------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY             $    809
                                                       ========

     The Accompanying Notes Are An Integral Part Of These Financial Statements.

</TABLE>
                                       -2-

                                                                              15


<PAGE>

<TABLE>


Zaba International, Inc.
(fka H A Spinnaker, Inc.)
(A Development Stage Company)
Statement Of Operations
-----------------------------------------------------------------

<CAPTION>
                                                      Unaudited
                                                      September
                                                      28, 1988
                                                     (Inception)
                               Year Ended Year Ended   Through
                                November   November    November
                                30, 1999   30, 1998    30, 1999
                               ---------   --------   ---------
<S>                             <C>        <C>          <C>
Revenue                         $      0   $       0    $      0

Expenses:

Amortization                           0           0         500
Fees                                   0           0           0
Legal And Accounting               6,272      14,789      37,657
Office                                 5          18       2,615
Rent                                   0           0       7,200
Stock Transfer Fees                    0           0         340
Wages                                  0           0      25,000
                               ---------   ---------   ---------
Total                              6,277      14,807      73,312
                               ---------   ---------   ---------
(Loss) Before Other Income        (6,277)    (14,807)    (73,312)

Other Income - Interest                0           0         393

Net (Loss)                     $  (6,277)  $ (14,807)  $ (72,919)
                               =========   =========   =========
Basic and Fully Diluted

  (Loss) Per Share             $   (0.00)  $   (0.01)
                               =========   =========
Weighted Average Common

 Shares Outstanding            2,407,165   2,407,165
                               =========   =========











     The Accompanying Notes Are An Integral Part Of These Financial Statements.

</TABLE>
                                       -3-

                                                                              16


<PAGE>

<TABLE>


Zaba International, Inc.
(fka H A Spinnaker, Inc.)
(A Development Stage Company)
Statement Of Cash Flows
----------------------------------------------------------------------
<CAPTION>
                                                             Unaudited
                                                             September
                                                              28, 1988
                                                            (Inception)
                                      Year Ended Year Ended   Through
                                       November   November    November
                                       30, 1999   30, 1998    30, 1999
                                       --------   --------    --------
<S>                                    <C>        <C>         <C>
Net (Loss)                             $ (6,277)  $(14,807)   $(72,919)

Adjustments To Reconcile Net Loss To
 Net Cash Used In Operating
 Activities:

Amortization                                  0          0         500
Debt paid by shareholder on behalf
 of Company                                   0      7,005      37,908
Stock Issued For Services                     0          0       2,715

Changes In Operating Assets
 And Liabilities:
Increase in Organization Costs                0          0        (500)
Increase (Decrease) In
 Accounts Payable                         1,892      6,258      11,855
                                       --------   --------    --------
 Net Flows From Operations               (4,385)    (1,544)    (20,441)
                                       --------   --------    --------
Cash Flows From Investing Activities:         0          0           0
                                       --------   --------    --------
Net Cash Flows From Investing                 0          0           0
                                       --------   --------    --------
Cash Flows From Financing  Activities:
Stock Issued By Founding Shareholders         0          0      12,100
Funds Received As Additional Capital
 Contribution                             5,150      1,500       9,150
                                       --------   --------    --------
Cash Flows From Financing                 5,150      1,500      21,250
                                       --------   --------    --------
Net Increase In Cash                        765        (44)        809
Cash At Beginning Of Period                  44         88           0
                                       --------   --------    --------
Cash At End Of Period                  $    809   $     44    $    809
                                       ========   ========    ========

Summary Of Non-Cash Investing And Financing Activities:

Debt paid by shareholder on
 behalf of Company                     $  7,005   $  4,141    $ 37,907
                                       ========   ========    ========
Stock Issued For Services              $      0   $    715    $  2,715
                                       ========   ========    ========

     The Accompanying Notes Are An Integral Part Of These Financial Statements.

</TABLE>
                                       -4-

                                                                              17


<PAGE>

<TABLE>


Zaba International, Inc.
(fka H A Spinnaker, Inc.)
(A Development Stage Company)
Statement Of Shareholders' Equity

---------------------------------------------------------------------------------------------------------

<CAPTION>
                                                                                   (Deficit)
                                                                                  Accumulated
                           Number Of  Number Of          Capital Paid    Stock     During The
                            Common    Preferred  Common  In Excess Of Subscription Development
                            Shares     Shares     Stock   Par Value    Receivable     Stage      Total
                          ----------  ---------  ------  ------------  ----------  -----------  --------
<S>                       <C>         <C>        <C>     <C>           <C>         <C>          <C>
Balance At September
 28, 1988 *,**                     0          0  $    0  $          0  $        0  $         0  $      0

September 28, 1988, Stock
 Issued for Services at

 $.0012 per share          1,666,667          0     167         1,833           -            -     2,000

Net (Loss) At November

 30, 1988                          -          -       -             -           -       (4,825)   (4,825)
                          ----------  ---------  ------  ------------  ----------  -----------  --------
Balance At November

 30, 1988                  1,666,667          0     167         1,833           0       (4,825)   (2,825)

November 1, 1989, Stock
 Issued for cash at
 $.0112 per share            591,667          0      59         6,941        (100)           -     6,900

November 1, 1989, Stock
 Issued for cash at
 $.04 per share              125,000          0      13         4,987      (5,000)           -         0

Net (Loss) At November

 30, 1989                          -          -       -             -           -      (16,900)  (16,900)
                          ----------  ---------  ------  ------------  ----------  -----------  --------
Balance At November

 30, 1989                  2,383,333          0     239        13,761      (5,100)     (21,725)  (12,825)

Stock Subscription

 Received                          -          -       -             -       5,100            -     5,100

Related Party Debt

 Forgiveness                       -          -       -        25,972           -            -    25,972

Net (Loss) At November

 30, 1990                          -          -       -             -           -      (17,265)  (17,265)
                          ----------  ---------  ------  ------------  ----------  -----------  --------
Balance At November

 30, 1990                  2,383,333          0     239        39,733           0      (38,990)      982

Net (Loss) At November

 30, 1991                          -          -       -             -           -         (907)     (907)
                          ----------  ---------  ------  ------------  ----------  -----------  --------
Balance At November

 30, 1991                  2,383,333          0     239        39,733           0      (39,897)       75

Net (Loss) At November

 30, 1992                          -          -       -             -           -         (100)     (100)
                          ----------  ---------  ------  ------------  ----------  -----------  --------
Balance At November

 30, 1992                  2,383,333          0     239        39,733           0      (39,997)      (25)

Net (Loss) At November

 30, 1993                          -          -       -             -           -          (75)      (75)
                          ----------  ---------  ------  ------------  ----------  -----------  --------
Balance At November

 30, 1993                  2,383,333          0     239        39,733           0      (40,072)     (100)

Net (Loss) At November

 30, 1994                          -          -       -             -           -         (525)     (525)
                          ----------  ---------  ------  ------------  ----------  -----------  --------
Balance At November

 30, 1994                  2,383,333          0     239        39,733           0      (40,597)     (625)

                                       -5-

                                                                              18


<PAGE>



<CAPTION>

                                                                                   (Deficit)
                                                                                  Accumulated
                           Number Of  Number Of          Capital Paid    Stock     During The
                            Common    Preferred  Common  In Excess Of Subscription Development
                            Shares     Shares     Stock   Par Value    Receivable     Stage      Total
                          ----------  ---------  ------  ------------  ----------  -----------  --------
<S>                       <C>         <C>        <C>     <C>           <C>         <C>          <C>
Net (Loss) At November
 30, 1995                          -          -       -             -           -       (2,747)   (2,747)
                          ----------  ---------  ------  ------------  ----------  -----------  --------
Balance At November

 30, 1995                  2,383,333          0     239        39,733           0      (43,344)   (3,372)

Net (Loss) At November

 30, 1996                          -          -       -             -           -         (869)     (869)
                          ----------  ---------  ------  ------------  ----------  -----------  --------
Balance At November

 30, 1996                  2,383,333          0     239        39,733           0      (44,213)   (4,241)

October 1997 for Services

 Valued At $.03 Per Share     23,832          -       2           713           -            -       715

Contribution to Equity             -          -       -         8,146           -            -     8,146

Net (Loss) At November

 30, 1997                          -          -       -             -           -       (7,622)   (7,622)
                          ----------  ---------  ------  ------------  ----------  -----------  --------
Balance At November

 30, 1997                  2,407,165          0     241        48,592           0      (51,835)   (3,002)

Contribution to Equity             -          -       -         7,890           -            -     7,890

Net (Loss) At November

 30, 1998                          -          -       -             -           -      (14,807)  (14,807)
                          ----------  ---------  ------  ------------  ----------  -----------  --------
Balance At November

 30, 1998                  2,407,165          0  $  241  $     56,482  $        0  $   (66,642) $ (9,919)

Contribution to Equity                                          5,150                              5,150

Net (Loss) At November

 30, 1999                                                                               (6,277)   (6,277)
                          ----------  ---------  ------  ------------  ----------  -----------  --------
Balance At November

 30, 1999                  2,407,165          0  $  241  $     61,632  $        0  $   (72,919) $(11,046)
                          ==========  =========  ======  ============  ==========  ===========  ========


* - Restated to reflect a 12 o 1 reverse split.

** - Restated to reflect subsequent rescission of prior merger.

     The Accompanying Notes Are An Integral Part Of These Financial Statements.
</TABLE>

                                       -6-

                                                                              19


<PAGE>



Zaba International, Inc.
(Fka H A Spinnaker, Inc.)
(A Development Stage Company)
Notes to Financial Statements
At November 30, 1999
--------------------

Note 1 - Organization and Summary of Significant Accounting Policies
--------------------------------------------------------------------
Organization:
------------

On September 28, 1988 Zaba International,  Inc. (Fka H A Spinnaker,  Inc.) ("the
Company")  was  incorporated  under the laws of  Colorado,  for the  purpose  of
seeking potential  business  acquisitions.  It has been in the development stage
since  inception.  Its  activities  to date have been limited to  organizational
efforts and raising capital.

Developmental Stage:

The  Company is  currently  in the  developmental  stage and has no  significant
operations to date.

Reverse Acquisition Rescission:

On June 1, 1998,  the Company  entered  into a  rescission  agreement  with Zaba
International  Holdings USA, Inc.  ("Zaba"),  a privately held British Columbia,
Canada  corporation,  whereby  the  Company  and Zaba did agree to  rescind  the
previous asset  acquisition  agreement  entered between the aforesaid parties in
August 1997. As part of the terms of this rescission, Zaba and its assignees did
agree to tender back into the  Company's  treasury  an  aggregate  of  9,628,660
"restricted" common shares, representing approximately 80% of the Company's then
outstanding common stock. Zaba also agreed to repay certain balances incurred by
the Company  applicable to the  rescission  and other related  activities of the
Company.

Fiscal Year:

The Company has selected November 30 as its fiscal year end.

Statement of Cash Flows:

For  purposes of the  statement  of cash flows,  the  Company  considers  demand
deposits and highly liquid-debt  instruments  purchased with a maturity of three
months or less to be cash equivalents.

Cash paid for interest and taxes in the period ended November 30, 1999 was $-0-.

Basic (Loss) Per Common Share:

The net (loss) per common  share is computed by dividing  the net (Loss) for the
period by the  weighted  average  number of shares  outstanding  at November 30,
1999.

                                      -7-

                                                                              20


<PAGE>



Zaba International, Inc.
(Fka H A Spinnaker, Inc.)
(A Development Stage Company)
Notes to Financial Statements
At November 30, 1999
--------------------

Use Of Estimates:

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

Note 2 - Capital Stock
----------------------

Common Stock:

The Company initially authorized 1,000,000,000 shares of $.0001 par value common
stock.  The Company had 28,600,000  shares of common stock. In October 1997, the
Company's  shareholders  approved a 12 to 1 reverse  split.  After the split the
Company  issued  23,833  shares of $.0001 par value  common  stock for  services
valued  at $.03 per  share  and  9,628,660  shares  in  exchange  for all of the
outstanding shares of Zaba International  Holdings USA, Inc., also a development
stage  shell.  In June  1998  this  transaction  was  rescinded,  therefore  the
9,628,660  shares of common  stock was  returned to the Company and those shares
were cancelled.

Stock Purchase Warrants:

Class A Common  Stock  Purchase  Warrants  were  issued  as part of the  initial
capitalization  in September  1988.  There are 23,833,333  after split warrants.
Each Class A Warrant  entitles  the holder to purchase one share of common stock
for an after split price of $.24 per share (post reverse  split).  The number of
shares of stock  issuable upon  exercise of the Class A Warrants are  adjustable
upon the  occurrence of certain  events,  including  shareholder  distributions,
stock splits, combinations,  recapitalization,  mergers, or reorganizations. The
Company  reserves  the right to call any or all  warrants  upon 30 days  written
notice at an after split redemption  price of $.00012 per warrant.  The warrants
expired July 1, 1998.

                                      -8-

                                                                              21


<PAGE>



Zaba International, Inc.
(Fka H A Spinnaker, Inc.)
(A Development Stage Company)
Notes to Financial Statements
At November 30, 1999
--------------------

Note 2 - Capital Stock (Continued)
---------------------------------

Preferred Stock

The  Company  initially  authorized   100,000,000  shares  of  $.001  par  value
non-voting preferred stock, the rights and preferences of which to be determined
by the Board Of Directors  at the time of  issuance.  As of November 30, 1999 no
preferred stock has been issued.

The Company has declared no dividends through November 30, 1999.

Note 3 - Income Taxes
---------------------

Income taxes are provided  for the tax effects of  transactions  reported in the
financial  statements  and consist of taxes  currently due plus  deferred  taxes
related  primarily to differences  between the recorded book basis and tax basis
of assets and liabilities  for financial and income tax reporting.  The deferred
tax assets and liabilities represent the future tax return consequences of those
differences,  which will  either be taxable  or  deductible  when the assets and
liabilities  are recovered or settled.  Deferred  taxes are also  recognized for
operating  losses that are  available to offset  future  taxable  income and tax
credits that are available to offset federal income taxes.

Due to the Company's net operating  loss in the year ended  November 30, 1999 of
$6,277  there are no income  taxes  currently  due. As of November  30, 1999 the
Company has a deferred tax asset of $1,255 primarily from its net operating loss
carry forward which has been fully reserved through a valuation allowance.

The components of the deferred income tax asset arising under FASB Statement No.
109 and recognized in the accompanying balance sheet at November 30, 1999 are as
follows:

                     Deferred Tax Asset               $1,255
                     Valuation Allowance              (1,255)
                                                      ------
                                                      $    0
                                                      ======

The Company has net operating  loss  carryforwards  of $72,919 which will expire
between 2003 and 2020.

                                      -9-

                                                                              22


<PAGE>



Zaba International, Inc.
(Fka H A Spinnaker, Inc.)
(A Development Stage Company)
Notes to Financial Statements
At November 30, 1999
--------------------

Note 4 - Related Party Events
-----------------------------

During the fiscal  year ended  November  30,  1999 the  Company  maintained  its
principal  offices at an address  provided by an officer and  director on a cost
free basis.  This office was located at 5650 Greenwood  Plaza Blvd.,  Suite 214,
Englewood, CO 80111. No expense has been recorded as the value of the address is
considered immaterial.

The Company received $5,150 cash from a shareholder.

Note 6 - Basis Of Presentation
------------------------------

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.  The Company has incurred losses from its inception  through  November
30, 1999.  It has not  established  revenues  sufficient  to cover its operating
costs and to allow it to  continue  as a going  concern.  The  Company  needs to
complete a merger that will allow it to work toward  profitability  and positive
cash flow.

                                      -10-

                                                                              23


<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.

     Directors are elected for one-year  terms or until the next annual  meeting
of  shareholders  and until their  successors  are duly  elected and  qualified.
Officers continue in office at the pleasure of the Board of Directors.

     The Directors and Officers of the Company as of the date of this report are
as follows:

      Name                Age                 Position
-----------------         ---           ----------------------

Gregory W. Skufca          42           President and Director

William L. Skufca          69           Director

     Mr. Gregory W. Skufca is the son of William Skufca. There is no arrangement
or  understanding  between the Company (or any of its directors or officers) and
any other  person  pursuant  to which such  person was or is to be selected as a
director or officer.

     All Directors of the Company will hold office until the next annual meeting
of the  shareholders  and until  successors  have been  elected  and  qualified.
Officers of the Company  are elected by the Board of  Directors  and hold office
until their death or until they resign or are removed from office.

     (b) Resumes:

     Gregory W. Skufca, is President and a director of the Company, positions he
has held since the  Company's  inception  with the  exception of an eleven month
period from August 1997 through June 1998  applicable to the Zaba  Agreement and
subsequent  rescission  discussed elsewhere herein. In addition to his positions
with the  Company,  since  January  1989,  Mr.  Skufca is also the  President of
Financial Communications,  Englewood, Colorado, a sole proprietorship engaged in
assisting  public  and  private  investors,   assisting  in  the  obtaining  and
structuring of venture capital financing and public  relations.  Prior, from May
1987 through  January 1989,  Mr. Skufca served as a loan officer and  consultant
with Skufca-Meyer  Financial Corp.,  Lakewood,  Colorado, a small privately held
lender specializing in residential  mortgages and corporate financing.  In March
1990, Mr. Skufca co-founded GS2

                                                                              24


<PAGE>



Partnership,  a Colorado  general  partnership,  for the  purposes of  providing
funding to start-up and  development  stage  companies.  Mr.  Skufca  obtained a
Bachelor's degree from the University of Colorado at Boulder in 1980. He devotes
only  such  time as  necessary  to the  business  of the  Company,  which is not
expected to exceed 20 hours per month.

     William L. Skufca,  has been a director of the Company since its inception,
with the exception of an eleven month period from August 1997 through June 1998,
applicable to the Zaba Agreement and subsequent  rescission  discussed elsewhere
herein.  In addition to his position  with the Company,  since  January 1989 Mr.
Skufca has been the president of Surety Mortgage, a real estate mortgage company
specializing in conventional,  FHA and HUD financing. Mr. Skufca obtained a BSBA
degree from the  University of Denver and holds a Colorado real estate  broker's
license. He devotes only such time as necessary to the business of the Company.

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers,  directors  and person who own more than 10% of the  Company's  Common
Stock to file reports of ownership and changes in ownership  with the Securities
and  Exchange  Commission.  All of the  aforesaid  persons  are  required by SEC
regulation  to furnish the Company  with copies of all Section  16(a) forms they
file.

     There were no changes in the securities  holdings of any officer,  director
or principal shareholder.

ITEM 10.  EXECUTIVE COMPENSATION.

Remuneration

     The following table reflects all forms of compensation  for services to the
Company  for the fiscal  years  ended  November  30,  1999 and 1998 of the chief
executive officer of the Company.

                                                                              25


<PAGE>



                           SUMMARY COMPENSATION TABLE

                                             Long Term Compensation

                                          ----------------------------

                   Annual Compensation          Awards         Payouts
                  ---------------------   -------------------- -------
                                                     Securities
                                 Other                 Under-             All
Name                             Annual   Restricted   lying             Other
and                              Compen-     Stock    Options/   LTIP   Compen-
Principal         Salary  Bonus  sation     Award(s)    SARs    Payouts  sation
Position    Year   ($)     ($)    ($)         ($)       (#)       ($)     ($)
----------  ----  ------  -----  ------    --------   -------   -------  ------

Gregory
Skufca     (1)(2)

President   1998  $    0  $   0  $    0    $      0         0   $     0  $    0
& Director  1999  $    0  $   0  $    0    $      0         0   $     0  $    0
-------------------------

(1)      Mr.  Skufca did not  receive  any salary  during the fiscal  year ended
         November 30, 1999,  from the Company.  From August 1997 through June 1,
         1998, Mr. Skufca vacated his position with the Company and was replaced
         by Robert  Zaba,  who  resigned  June 1,  1998,  simultaneous  with the
         rescission of the Zaba  Agreement.  Mr. Zaba did not receive any salary
         from the Company during his tenure as President.

(2)      It is not  anticipated  that any executive  officer of the Company will
         receive  compensation  exceeding $100,000 during the fiscal year ending
         November 30, 2000, unless the Company  successfully  closes a merger or
         acquisition.

     The Company  maintains a policy whereby the directors of the Company may be
compensated  for  out of  pocket  expenses  incurred  by  each  of  them  in the
performance of their relevant duties. The Company did not reimburse any director
for such expenses during the fiscal year ended November 30, 1999.

     In  addition  to  the  cash  compensation  set  forth  above,  the  Company
reimburses each executive officer for expenses incurred on behalf of the Company
on an out-of-pocket basis. The Company cannot determine,  without undue expense,
the exact amount of such expense  reimbursement.  However,  the Company believes
that such reimbursements did not exceed, in the aggregate,  $1,000 during fiscal
year 1999.

     There  are no bonus  or  incentive  plans  in  effect,  nor are  there  any
understandings  in place  concerning  additional  compensation  to the Company's
officers.

                                                                              26


<PAGE>



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

     (a) and (b) Security Ownership of Certain Beneficial Owners and Management.

     The table below lists the  beneficial  ownership  of the  Company's  voting
securities  by each person  known by the Company to be the  beneficial  owner of
more than 5% of such securities, as well as by all directors and officers of the
issuer. Unless otherwise indicated,  the shareholders listed possess sole voting
and investment power with respect to the shares shown.

                    Name and            Amount and
                   Address of            Nature of
Title              Beneficial           Beneficial     Percent of
of Class              Owner               Owner           Class
--------    -------------------------   ----------     ----------

Common      Gregory W. Skufca(1)         1,200,000        49.9%
            5650 Greenwood Plaza Blvd.
            Suite 216
            Englewood, CO 80111

Common      William L. Skufca(1)           570,833        23.7%
            620 Front Range Rd.
            Littleton, CO 80120

Common      Jack Beam                      466,666        19.3%
            3433 E. 7th Ave.
            Denver, CO 80206

Common      Reed Johnson                   125,000         5.2%
            2175 E. Grapevince Rd.
            Idledale, CO 80453

Common      All Directors                1,770,833        73.6%
            and Officers as a
            Group (2 persons)


(1)      Officer and/or director of the Company.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     During the fiscal year ended November 30, 1999, the Company  maintained its
principal  offices at an address  provided by an officer and  director on a cost
free basis.  This office was located at 5650 Greenwood  Plaza Blvd.,  Suite 214,
Englewood, CO 80111.

                                                                              27


<PAGE>



     The Company received $5,150 cash from a shareholder,  which was used to pay
expenses of $6,277 during the fiscal year ended November 30, 1999.

     There  have  been  no  other  related  party  transactions,  or  any  other
transactions or relationships  required to be disclosed  pursuant to Item 404 of
Regulation S-B.

                                     PART IV

Item 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)   Exhibits

         3.1*   Certificate and Articles of Incorporation

         3.2*   Bylaws

         EX-27  Financial Data Schedule

* Filed with the  Securities  and  Exchange  Commission  in the Exhibits to Form
10-SB, filed in July 1996 and are incorporated by reference herein.

(b)   Reports on Form 8-K

     The Company did not file any reports on Form 8-K during the last quarter of
the fiscal year ended November 30, 1999.

                                                                              28


<PAGE>



                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  Company  caused  this  report  to be  signed  on its  behalf  by the
undersigned, thereunto duly authorized, on March 10, 2000.

                                       ZABA INTERNATIONAL, INC.
                                       (Registrant)


                                       By:  s/Gregory W. Skufca
                                          --------------------------------
                                          Gregory W. Skufca, President and
                                          Treasurer

     In  accordance  with the Exchange Act, this report has been signed below by
the  following  persons  on  behalf  of the  registrant  and  in the  capacities
indicated on March 10, 2000.

                                        s/Gregory W. Skufca
                                        ---------------------------------------
                                        Gregory W. Skufca, Director

                                        s/William Skufca
                                        ---------------------------------------
                                        William Skufca, Director

                                                                              29


<PAGE>


                            ZABA INTERNATIONAL, INC.

                  EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-KSB
                   FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1999

EXHIBIT                                                                 Page No.

  EX-27   Financial Data Schedule.............................................31



                                                                              30