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, 1998

                           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 June 28, 1999: $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 June 28,  1999  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 Pges.
                  Exhibit Index is located at Page Twenty Nine.



                                                                               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.....................          5
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.........          6
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................         23


PART III
Item 9.    Directors, Executive Officers, Promoters
               and Control Persons, Compliance with
               Section 16(a) of the Exchange Act.......         23
Item 10.   Executive Compensation......................         24
Item 11.   Security Ownership of Certain Beneficial
               Owners and Management...................         26
Item 12.   Certain Relationships and Related
               Transactions............................         26

PART IV
Item 13.   Exhibits and Reports on Form 8-K...........          27


SIGNATURES.............................................         28



                                                                               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. 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 - 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.

EMPLOYEES

     During the fiscal year ended  November  30,  1998,  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

                                                                               5

<PAGE>



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.

                                     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, 1999,  unless
the Company  successfully  consummates a merger or acquisition  and the relevant
candidate has

                                                                               6

<PAGE>



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  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.


                                                                               7

<PAGE>



     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  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

                                                                               8

<PAGE>



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.

     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

                                                                               9

<PAGE>



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  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

                                                                              10

<PAGE>









                           ZABA INTERNATIONAL, INC.
                          (Fka H A Spinnaker, Inc.)


                            FINANCIAL STATEMENTS

                                   with

                       Independent Auditors' Report
             For The Fiscal Years Ended November 30, 1998 And 1997
    And the Period September 28, 1988 (inception) through November 30, 1998



































                                                                              11

<PAGE>








                           ZABA INTERNATIONAL, INC.
                          (Fka H A 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




























                                                                              12

<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. (Fka
H A Spinnaker,  Inc.) (a Developmental Stage Company), at November 30, 1998, and
the related statement of operations,  cash flows, and  shareholders'  equity for
the fiscal years ended  November 30, 1998 and 1997 and the period  September 28,
1988 (inception)  through November 30, 1998. 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. (Fka H
A Spinnaker,  Inc.) at November 30, 1998 and the results of its  operations  and
its cash flows for the fiscal  years  ended  November  30, 1998 and 1997 and the
period  September 30, 1988  (inception)  through November 30, 1998 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, 1998 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
June 4, 1999


                                      -1-


                                                                              13

<PAGE>

<TABLE>


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

<CAPTION>
                                                       November
                                                       30, 1998
                                                       --------
<S>                                                    <C>
ASSETS

Current Assets - Cash                                  $     44
                                                       --------

TOTAL ASSETS                                           $     44
                                                       ========

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES

Current Liabilities - Accounts Payable                 $  9,963

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

TOTAL LIABILITIES                                         9,963
                                                       --------
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                               56,482

Retained Earnings (Deficit) Accumulated During The
 Development Stage                                      (66,642)
                                                       --------
TOTAL SHAREHOLDERS' EQUITY                               (9,919)
                                                       --------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY             $     44
                                                       ========

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

</TABLE>
                                       -2-

                                                                              14

<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, 1998   30, 1997    30, 1998
                                ---------   --------   ---------
<S>                             <C>         <C>        <C>
Revenue                         $       0   $      0   $       0

Expenses:

Amortization                            0          0         500
Fees                                    0        130           0
Legal And Accounting               14,789      4,690      31,385
Office                                 18      2,461       2,610
Rent                                    0          0       7,200
Stock Transfer Fees                     0        340         340
Wages                                   0          0      25,000
                                ---------   --------   ---------
Total                              14,807      7,621      67,035
                                ---------   --------   ---------
(Loss) Before Other Income        (14,807)    (7,621)    (67,035)

Other Income - Interest                 0          0         393

Net (Loss)                      $ (14,807)  $ (7,621)  $ (66,642)
                                =========   ========   =========
Basic and Fully Diluted
  (Loss) Per Share              $   (0.01)  $  (0.00)
                                =========   ========
Weighted Average Common
 Shares Outstanding             2,407,165   2,407,165
                                =========   =========











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

                                       -3-


                                                                              15

<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, 1998   30, 1997    30, 1998
                                       --------   --------    --------

<S>                                    <C>        <C>         <C>
Net (Loss)                             $(14,807)  $ (7,621)   $(66,642)

Adjustments To Reconcile Net Loss To
 Net Cash Used In Operating
 Activities:                                  0          0           0

Amortization                                  0          0         500
Debt paid by shareholder on behalf
 of Company                               7,005      4,141      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                         6,258      3,568       9,963
                                       --------   --------    --------
 Net Flows From Operations               (1,544)        88     (16,056)
                                       --------   --------    --------
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                             1,500          0       4,000
                                       --------   --------    --------
Cash Flows From Financing                 1,500          0      16,100
                                       --------   --------    --------
Net Increase In Cash                        (44)        88          44
Cash At Beginning Of Period                  88          0           0
                                       --------   --------    --------
Cash At End Of Period                  $     44   $     88    $     44
                                       ========   ========    ========

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-




                                                                              16

<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-

                                                                              17

<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)
                          ==========  =========  ======  ============  ==========  ===========  ========


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

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






























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

                                       -6-


                                                                              18

<PAGE>



Zaba International, Inc.
(Fka H A Spinnaker, Inc.)
(A Development Stage Company)
Notes to Financial Statements
At November 30, 1998
--------------------

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, 1998 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,
1998.



                                       -7-



                                                                              19

<PAGE>



Zaba International, Inc.
(Fka H A Spinnaker, Inc.)
(A Development Stage Company)
Notes to Financial Statements
At November 30, 1998
--------------------

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-


                                                                              20

<PAGE>



Zaba International, Inc.
(Fka H A Spinnaker, Inc.)
(A Development Stage Company)
Notes to Financial Statements
At November 30, 1998
--------------------

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, 1998 no
preferred stock has been issued.

The Company has declared no dividends through November 30, 1998.

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, 1998 of
$14,807  there are no income  taxes  currently  due. As of November 30, 1998 the
Company has a deferred tax asset of $2,961 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, 1998 are as
follows:

                     Deferred Tax Asset               $2,961
                     Valuation Allowance              (2,961)
                                                      ------
                                                      $    0
                                                      ======

The Company has net operating  loss  carryforwards  of $66,642 which will expire
between 2003 and 2019.


                                       -9-

                                                                              21

<PAGE>



Zaba International, Inc.
(Fka H A Spinnaker, Inc.)
(A Development Stage Company)
Notes to Financial Statements
At November 30, 1998
--------------------

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

During the fiscal  year ended  November  30,  1998 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  $1,500 cash from a  shareholder  and  shareholders  made
advances  on behalf of the Company to pay  expenses of $7,005  during the fiscal
year ended November 30, 1998.

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, 1998.  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-

                                                                              22

<PAGE>



ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.

     In January,  1998, the Company filed a Form 8-K,  advising of the change in
independent  certified  accountants,  changing  from Comiskey & Company to Kish,
Leake  &  Associates,  who  have  audited  the  Company's  financial  statements
appearing elsewhere in this report.  There were no disagreements with Comiskey &
Company on accounting and financial disclosure.

                                    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           41          President and Director

William L. Skufca           68          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

                                                                              23

<PAGE>



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 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,  1998 and 1997 of the chief
executive officer of the Company.


                                                                              24

<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  1997  $    0  $   0  $    0    $      0         0   $     0  $    0
-------------------------

(1)      Mr.  Skufca did not  receive  any salary  during the fiscal  year ended
         November  30, 1998 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, 1999, 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, 1998.

     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 1998.

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


                                                                              25

<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, 1998, 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.


                                                                              26

<PAGE>



     The Company received $1,500 cash from a shareholder and  shareholders  made
advances  on behalf of the Company to pay  expenses of $7,005  during the fiscal
year ended November 30, 1998.

     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, 1998.



                                                                              27

<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 June 28, 1999.

                                       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 June 28, 1999.



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


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


                                                                              28

<PAGE>


                            ZABA INTERNATIONAL, INC.

                  EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-KSB
                   FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1998

EXHIBITS                                                                Page No.

  EX-27           Financial Data Schedule.....................................30



                                                                              29