SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           Form 10-KSB

        Annual Report Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934
(Mark One)
[ X ]      Annual report pursuant to section 13 or 15(d)  of  the
     Securities Exchange Act of 1934
     For the fiscal year ended December 31, 1999

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

               Commission File Number 33-33263-NY

                TRIAD WARRANTY CORPORATION, INC.
         (Name of small business issuer in its charter)

        Nevada                              62-1407521
(State or other jurisdiction of      (I.R.S. Employer I.D. No.)
incorporation or organization)

5882 South 900 East, Suite 202, Salt Lake City, Utah          84121
(Address of principal executive offices)                   (Zip Code)

Issuer's telephone number, including area code 801-269-9500

Securities  registered pursuant to Section 12(b) of the  Exchange
Act: None

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

                              None
                         (Title of class)

Check whether the Issuer (1) filed all reports required to be
filed by section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [ X ]   No [   ]

Check  if there is no disclosure of delinquent filers in response
to  Item 405 of Regulation S-B is contained in this form, and  no
disclosure  will  be contained, to the best of  the  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 ]

The issuer's revenue for its most recent fiscal year was: $ -0-

The aggregate market value of the issuer's voting stock held as
of April 10, 2000, by non-affiliates of the issuers was $-0-.
There was no active trading market and no quote for Triad
Warranty Corporation, Inc. during fiscal year 1999, therefore the
value is deemed to be $-0-.


As  of April 10, 2000, the issuer had 263,411 shares of its $.001
par value common stock outstanding.

Transitional Small Business Format:   Yes [   ]   No [ X ]

Documents incorporated by reference:  None

<PAGE>
                             PART I

Item 1.  Description of Business.

      The  Company  was incorporated in the state  of  Nevada  on
September 21, 1989 under the name Fulton Ventures, Inc.  On  July
18,  1990,  the  Company  changed  its  name  to  Triad  Warranty
Corporation, Inc.  Since 1993, the Company has not engaged in any
business operations.  At the present time, the Company intends to
seek,  investigate, and if warranted, acquire an  interest  in  a
business  opportunity.  The Company does not propose to  restrict
its  search for a business opportunity to any particular industry
or  geographical area and may, therefore, engage  in  essentially
any  business  in  any  industry.  The Company  has  unrestricted
discretion   in   seeking  and  participating   in   a   business
opportunity,  subject to the availability of such  opportunities,
economic conditions and other factors.

     The  selection  of  a  business  opportunity  in  which   to
participate is complex and extremely risky and will  be  made  by
management in the exercise of its business judgment.  There is no
assurance  that the Company will be able to identify and  acquire
any  business  opportunity  which will  ultimately  prove  to  be
beneficial to the Company and its shareholders.

     The  activities  of  the  Company  are  subject  to  several
significant risks which arise primarily as a result of  the  fact
that  the  Company has no specific business and  may  acquire  or
participate  in a business opportunity based on the  decision  of
management  which  will,  in  all probability,  act  without  the
consent, vote, or approval of the Company=s shareholders.

Sources of Opportunities

     It   is  anticipated  that  business  opportunities  may  be
available  to  the  Company from various sources,  including  its
officers and directors, professional advisers, securities broker-
dealers, venture capitalists, members of the financial community,
and others who may present unsolicited proposals.

     The  Company will seek a potential business opportunity from
all known sources, but will rely principally on personal contacts
of  its  officers and directors as well as indirect  associations
between   them  and  other  business  and  professional   people.
Although  the  Company does not anticipate engaging  professional
firms  specializing in business acquisitions or  reorganizations,
if management deems it in the best interests of the Company, such
firms  may  be  retained.   In some instances,  the  Company  may
publish  notices  or advertisements seeking a potential  business
opportunity in financial or trade publications.

Criteria

     The  Company will not restrict its search to any  particular
business,  industry or geographical location.   The  Company  may
acquire  a business opportunity or enter into a business  in  any
industry and in any stage of development.  The Company may  enter
into  a  business or opportunity involving a Astart  up@  or  new
company.   The  Company  may acquire a  business  opportunity  in
various stages of its operation.

     In seeking a business venture, the decision of management of
the  Company  will  not  be controlled  by  an  attempt  to  take
advantage  of  an anticipated or perceived appeal of  a  specific
industry, management group, or product or industry, but  will  be
based  upon  the business objective of seeking long-term  capital
appreciation in the real value of the Company.

     In  analyzing prospective business opportunities, management
will  consider such matters as the available technical, financial
and  managerial  resources; working capital and  other  financial
requirements;  the history of operations, if any;  prospects  for
the  future; the nature of present and expected competition;  the
quality  and  experience  of management  services  which  may  be
available  and  the  depth of the management; the  potential  for
further  research, development or exploration; the potential  for
growth  and  expansion; the potential for profit;  the  perceived
public recognition or acceptance of products, services, trade  or
service marks, name identification; and other relevant factors.

                                2
<PAGE>

     Generally, the Company will analyze all available factors in
the circumstances and make a determination based upon a composite
of  available facts, without reliance upon any single  factor  as
controlling.

Methods of Participation of Acquisition

     Specific business opportunities will be reviewed and, on the
basis   of  that  review,  the  legal  structure  or  method   of
participation  deemed  by  management  to  be  suitable  will  be
selected.  Such structures and methods may include, but  are  not
limited to, leases, purchase and sale agreements, licenses, joint
ventures,  other  contractual arrangements,  and  may  involve  a
reorganization, merger or consolidation transaction.  The Company
may  act  directly  or  indirectly  through  an  interest  in   a
partnership, corporation, or other form of organization.

Procedures
     As   part   of  the  Company=s  investigation  of   business
opportunities,  officers and directors may meet  personally  with
management and key personnel of the firm sponsoring the  business
opportunity,  visit  and  inspect  material  facilities,   obtain
independent  analysis  or  verification  of  certain  information
provided,  check references of management and key personnel,  and
conduct other reasonable measures.

     The  Company will generally request that it be provided with
written  materials regarding the business opportunity  containing
such  items  as  a  description of product, service  and  company
history;  management  resumes; financial  information;  available
projections with related assumptions upon which they  are  based;
an  explanation of proprietary products and services; evidence of
existing  patents, trademarks or service marks or rights thereto;
present  and  proposed  forms of compensation  to  management;  a
description  of transactions between the prospective  entity  and
its  affiliates;  relevant  analysis  of  risks  and  competitive
conditions;  a financial plan of operation and estimated  capital
requirements; and other information deemed relevant.

Competition

     The Company expects to encounter substantial competition  in
its  efforts  to  acquire  a business opportunity.   The  primary
competition  is  from other companies organized  and  funded  for
similar   purposes,  small  venture  capital   partnerships   and
corporations,  small  business investment companies  and  wealthy
individuals.

Employees

     The Company does not currently have any employees but relies
upon  the  efforts of its officers and directors to  conduct  the
business of the Company.

Item 2.  Description of Property.

      The  Company  does  not  own  any  property.   The  Company
currently  utilizes office space, free of charge,  from  officers
and directors of the Company.

Item 3.  Legal Proceedings.

     Warren Supply Company vs. Triad Warranty Corporation, Inc.,
Triad Warranty Corporation, and Harold Scott. In June 1995, the
Company became subject to a judgment in the amount of $56,379 in
favor of Warren Supply Company.  The Company is currently
negotiating a settlement for the outstanding judgment.

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

      No  matters were submitted during the fourth quarter of the
fiscal year covered by this report to a vote of security holders.

                                3
<PAGE>

                             PART II

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

     The Company's common stock is listed on the Over the Counter
Bulletin  Board ("OTCBB"), under the symbol "TDWY". As  of  April
10,  2000, the Company had 17 shareholders holding 263,411 shares
of common stock.

      The  following  quotations, as  provided  by  the  National
Quotation  Bureau, represent prices between dealers  and  do  not
include  retail  markup,  markdown or commission.   In  addition,
these quotations do not represent actual transactions.
                               CLOSING BID          CLOSING ASK
                              HIGH      LOW       HIGH      LOW

1998
First Quarter                 None      None      1.00      1.00
Second Quarter                None      None      1.00      1.00
Third Quarter                 None      None      1.00      1.00
Fourth Quarter                None      None      1.00      1.00


1999
First Quarter                 None      None      1.00      1.00
Second Quarter                None      None      1.00      1.00
Third Quarter                 None      None      1.00      1.00
Fourth Quarter                None      None      1.00      1.00

2000
First Quarter                 None      None      1.00      1.00

      The  Company  has never declared a dividend on  its  Common
Stock.   The  Company has not paid, nor declared,  any  dividends
since  its  inception  and does not intend to  declare  any  such
dividends in the foreseeable future. The Company's ability to pay
dividends is subject to limitations imposed by Nevada law.  Under
Nevada  law,  dividends  may  be paid  to  the  extent  that  the
corporation's assets exceed its liabilities and it is able to pay
its debts as they become due in the usual course of business.

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

     The Company has $-0- cash .

      The Company did not generate any revenue during fiscal year
1999.   The  Company  has  no material  commitments  for  capital
expenditures for the next twelve months.

      The Company believes that its current cash needs can be met
with  advances from officers and directors for at least the  next
twelve  months.   However, should the Company obtain  a  business
opportunity,  it  may  be necessary to raise additional  capital.
This  may  be  accomplished by loans from the principals  of  the
Company,  debt  financing, equity financing or a  combination  of
financing options.

Item 7.  Financial Statements.

     The financial statements of the Company appear at the end of
this report beginning with the Index to Financial Statements on
page F-1.

                                4
     <PAGE>

Item  8.   Changes  In  and  Disagreements  with  Accountants  on
Accounting and Financial Disclosure.

     None.

                            PART III

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

     The following tables sets forth as of March 10, 2000, the
name, age, and position of each executive officer and director
and the term of office of each director of the Company.

     Name                Age  Position               Director or Officer Since

Kip Eardley              40   President/ Secretary/         March 2000
                              Treasurer and Director

     All Directors hold their positions for one year or until
their successors are duly elected and qualified.  All officers
holds their positions at the will of the Board of Directors.

     Set forth below is certain biographical information
regarding each of the Company's executive officers and directors:

     Kip Eardley, Secretary/Treasurer and Director.  Since 1989,
Mr. Eardley has been self employed as the president and owner of
Capital Consulting of Utah, Inc. which is a consulting firm to
various public and private companies.  Mr. Eardley is also
president and director of Holmes Microsystems, Inc., a publicly
traded corporation.

      To the knowledge of management, during the past five years,
no  present  or  former  director, executive  officer  or  person
nominated  to  become a director or an executive officer  of  the
Company:

     (1)  filed a petition under the federal bankruptcy  laws  or
     any  state insolvency law, nor had a receiver, fiscal  agent
     or  similar officer appointed by a court for the business or
     property of such person, or any partnership in which he  was
     a  general partner at or within two years before the time of
     such  filing, or any corporation or business association  of
     which  he  was an executive officer at or within  two  years
     before the time of such filing;

     (2)  was convicted in a criminal proceeding or named subject
     of   a   pending  criminal  proceeding  (excluding   traffic
     violations or other minor offenses);

     (3)  was  the subject of any order, judgment or decree,  not
     subsequently reversed, suspended or vacated, of any court of
     competent jurisdiction, permanently or temporarily enjoining
     him  from  or  otherwise limiting, the following activities;
     (i)  acting  as  a futures commission merchant,  introducing
     broker,  commodity trading advisor, commodity pool operator,
     floor  broker,  leverage  transaction  merchant,  associated
     person of any of the foregoing, or as an investment advisor,
     underwriter,  broker  or  dealer in  securities,  or  as  an
     affiliate  person,  director or employee of  any  investment
     company,  or  engaging  in  or  continuing  any  conduct  or
     practice in connection with such activity; (ii) engaging  in
     any  type  of  business practice; or (iii) engaging  in  any
     activity  in  connection with the purchase or  sale  of  any
     security or commodity or in connection with any violation of
     federal  or  state  securities laws or  federal  commodities
     laws;

     (4)  was the subject of any order, judgment, or decree,  not
     subsequently reversed, suspended, or vacated, of any federal
     or   state   authority  barring,  suspending,  or  otherwise
     limiting  for more than 60 days the right of such person  to
     engage  in any activity described above under this Item,  or
     to be associated with persons engaged in any such activity;

     (5)  was  found  by a court of competent jurisdiction  in  a
     civil action or by the Securities and Exchange Commission to
     have  violated any federal or state securities law, and  the
     judgment in such civil action or

                                5
<PAGE>

     finding  by the Securities and Exchange Commission  has  not
     been subsequently reversed, suspended, or vacated

     (6)  was  found  by a court of competent jurisdiction  in  a
     civil  action or by the Commodity Futures Trading Commission
     to  have  violated  any  federal commodities  law,  and  the
     judgment  in  such civil action or finding by the  Commodity
     Futures   Trading  Commission  has  not  been   subsequently
     reversed, suspended or vacated.

Item 10.  Executive Compensation.

     No compensation has been paid to any officer or director of
the Company in the past three years.  There are no compensatory
plans or arrangements, including payments to be received from the
Company, with respect to any officers or directors of the Company
which would in any way result in payments to any such person
because of his resignation, retirement, or other termination of
such person's employment with the Company, or any change in
control of the Company, or a change in the person's
responsibilities following a change in control of the Company.

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

     The following table sets forth as of  April 10, 2000, the
name and the number of shares of the Company's Common Stock,
$.001 value per share, held of record, or was known by the
Company to own beneficially, more than 5% of the 263,411 issued
and outstanding shares of the Company's Common Stock, and the
name and shareholdings of each director and of all officers and
directors as a group.

Title of  Name and Address of      Amount and Nature of    Percentage of Class
Class     Beneficial Owner         Beneficial Ownership

Common   Kip Eardley (1)                    -0-                       -0-
         5882 S. 900 E., Suite 202
         Salt Lake City,  UT  84121

Common   Charles Barkley                    90,489                   34.35%
         3001 Planters Walk Ct.
         Charlotte, NC  28210

Common   Steven Surrell                     50,000                   18.98%
         8100 Barbour Manor
         Louisville, KY  40241

Common   Deborah A. Salerno                 90,690                   34.43%


Common   Officers, Directors and              -0-                      -0-
          Nominees as a Group:
          1 persons


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

Item 12.  Certain Relationships and Related Transactions.

     The Company utilizes office space provided by the officers
and directors of the Company at no charge to the Company.

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

     Reports on Form 8-K

                                6
     <PAGE>

     No reports on Form 8-K were filed by the Company during the
last calendar quarter of 1999.

Exhibits

     Copies of the following documents are included as exhibits
to this report pursuant to Item 601 of Regulation S-B.

Exhibit No.    SEC Ref. No.   Title of Document                    Location
1              (3)(i)         Articles of Incorporation            Attached
2              (3)(i)         Articles of Amendment to the
                              Articles of Incorporation            Attached
3              (3)(ii)        By Laws                              Attached
4              (27)           Financial Data Schedule              Attached



                                7
     <PAGE>


                           SIGNATURES

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

                              TRIAD WARRANTY CORPORATION, INC.



Date:  April 14, 2000              By:  /s/Kip Eardley
                                        President, Secretary,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 and on the dates indicated.



Date:April 14, 2000                By:/s/Kip Eardley
                                   Sole Director

                                8
<PAGE>

                TRIAD WARRANTY CORPORATION, INC.
                  [A Development Stage Company]


                            CONTENTS

                                                          PAGE

        -  Independent Auditors' Report                    F-2


        -  Balance Sheet, December 31, 1999                F-3


        -  Statements of Operations, for the years ended
             December 31, 1999 and 1998 and from the       F-4
             re-entering of development stage on
             December 27, 1993 through December 31, 1999

             Statement of Stockholders' (Deficit), from
            the re-entering of development stage on
             December 27, 1993 through December 31, 1999   F-5


        -  Statements of Cash Flows, for the years ended
           December 31, 1999 and 1998 and from the re-entering
           of development stage on December 27, 1993 through
           December 31, 1999                               F-6


        -  Notes to Financial Statements                   F-7-10

                               F-1
<PAGE>



                  INDEPENDENT AUDITORS' REPORT



Board of Directors
TRIAD WARRANTY CORPORATION, INC.
Salt Lake City, Utah

We  have audited the accompanying balance sheet of Triad Warranty
Corporation,  Inc. [a development stage company] at December  31,
1999,  and  the  related statements of operations,  stockholders'
(deficit)  and cash flows for the years ended December  31,  1999
and  1998  and for the period from the re-entering of development
stage  on  December 27, 1993 through December  31,  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  audits in accordance with generally  accepted
auditing  standards.  Those standards require that  we  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the  financial statements are free of material misstatement.   An
audit  includes  examining, on a test basis, evidence  supporting
the  amounts  and  disclosures in the financial  statements.   An
audit also includes assessing the accounting principles used  and
significant  estimates made by management, as well as  evaluating
the  overall  financial statement presentation.  We believe  that
our audits provide a reasonable basis for our opinion.

In  our  opinion, the financial statements audited by us  present
fairly, in all material respects, the financial position of Triad
Warranty  Corporation, Inc. [a development stage company]  as  of
December 31, 1999 and the results of its operations and its  cash
flows for the years ended December 31, 1999 and 1998 and for  the
period from the re-entering of development stage on December  27,
1993  through  December  31, 1999, in conformity  with  generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming
the  Company  will continue as a going concern.  As discussed  in
Note  6  to the financial statements, the company has no on-going
operations, has incurred substantial losses since its  inception,
has  liabilities in excess of assets and has no working  capital.
These  factors  raise  substantial doubt  about  its  ability  to
continue  as a going concern.  Management's plans in  regards  to
these  matters  are  also described in  Note  6.   The  financial
statements do not include any adjustments that might result  from
the outcome of these uncertainties.


/s/ Pritchett, Siler & Hardy, P.C.

PRITCHETT, SILER & HARDY, P.C.

April 11, 2000
Salt Lake City, Utah

                               F-2
<PAGE>
                TRIAD WARRANTY CORPORATION, INC.
                  [A Development Stage Company]

                          BALANCE SHEET

                             ASSETS

                                                     December 31,
                                                         1999
                                                      ___________
CURRENT ASSETS:
  Cash in bank                                         $        -
                                                      ___________
        Total Current Assets                                    -
                                                      ___________
                                                       $        -
                                                     ____________


    LIABILITIES AND STOCKHOLDERS' (DEFICIT)


CURRENT LIABILITIES:
   Liabilities of discontinued operations              $   56,380
                                                      ___________
        Total Current Liabilities                          56,380
                                                      ___________

STOCKHOLDERS' (DEFICIT):
  Common stock, $.001 par value,25,000,000
   shares authorized, 264,886 shares issued
   and outstanding                                            265
  Capital in excess of par value                           77,206
   Retained  deficit                                      (76,353)
Deficit accumulated during the
    development stage                                     (57,498)
                                                      ___________

Total Stockholders' (Deficit)                             (56,380)
                                                      ___________
                                                       $        -
                                                     ____________

  The accompanying notes are an integral part of this financial
                           statement.

                               F-3
     <PAGE>

                TRIAD WARRANTY CORPORATION, INC.
                  [A Development Stage Company]


                    STATEMENTS OF OPERATIONS


                                                          Cumulative from
                                                        the Re-entering of
                                                        Development Stage
                                     For the Year Ended  on December 27,
                                         December 31,       1993 through
                                   ______________________   December 31,
                                        1999      1998          1999
                                    __________ __________   ___________
REVENUE:
  Sales                              $      -   $      -     $       -
                                    __________ __________    __________

        Total Revenue                       -          -             -
                                    __________ __________    __________

EXPENSES:
  General and administrative                -          -         1,118
                                    __________ __________    __________

        Total Expenses                      -          -         1,118
                                    __________ __________    __________

LOSS FROM OPERATIONS                        -          -        (1,118)

CURRENT INCOME TAXES                        -          -             -

DEFERRED INCOME TAX                         -          -             -
                                    __________ __________    __________
DISCONTINUED OPERATIONS:
Loss from operations of warranty
 service business of former
    subsidiary                              -          -       (56,380)
                                    __________ __________   ___________

NET LOSS                             $      -   $      -      $(57,498)
                                    __________ __________   ___________
LOSS PER SHARE:
 Loss  from continuing operations    $      -   $      -     $ (.00)
 Loss from discontinued operations
  of former subsidiary               $      -   $      -     $ (.22)
                                   __________ __________   ___________
      Total Loss Per Share           $      -   $      -     $ (.22)
                                   __________ __________   ___________

 The accompanying notes are an integral part of these financial
                           statements.

                               F-4
<PAGE>

                TRIAD WARRANTY CORPORATION, INC.
                  [A Development Stage Company]

              STATEMENT OF STOCKHOLDERS' (DEFICIT)

          FROM THE RE-ENTERING OF DEVELOPMENT STAGE ON

           DECEMBER 27, 1993 THROUGH DECEMBER 31, 1999


                                                                     Deficit
                                                                    Accumulated
                                Common Stock   Capital in           During the
                             __________________ Excess of Treasury  Development
                              Shares   Amount   Par Value   Stock      Stage
                              ______________________________________________
BALANCE, December 27, 1993     2,679,715  $ 2,680  $ 83,338  $ 8,597 $ (76,353)

Net loss for the period ended
 December 31, 1993                     -        -         -        -         -
Balance, December 31, 1993     2,679,715    2,680    83,338    8,597   (76,353)

50,000 shares common stock
 issued for services at $.001     50,000       50         -        -         -

Net loss for the year ended
  December 31, 1994                    -        -         -        -   (57,498)

BALANCE,  December  31, 1994   2,729,715    2,730    83,338    8,597  (133,851)

Net loss for the year ended
  December 31, 1995                    -        -         -        -         -

BALANCE, December 31, 1995     2,729,715    2,730    83,338    8,597  (133,851)

Net loss for the year ended
   December 31, 1996                   -        -         -        -         -

BALANCE,  December  31, 1996   2,729,715    2,730    83,338    8,597  (133,851)

Net loss for the year ended
  December 31, 1997                    -        -         -        -         -

BALANCE, December 31, 1997     2,729,715    2,730    83,338   (8,597) (113,581)

Net loss for the year ended
  December 31, 1998                    -        -         -        -         -

BALANCE, December 31, 1998     2,729,715    2,730    83,338   (8,597) (113,581)

Cancellation of treasury stock
   December  31,  1999        (2,464,829)  (2,465)   (6,132)   8,597         -

Net loss for the year ended
  December 31, 1999                    -        -         -        -         -

BALANCE, December 31, 1999       264,886  $   265  $ 77,206 $      -  $(133,851)

The  accompanying  notes  are an integral  part  of  this  financial
statement .

                               F-5
     <PAGE>

                TRIAD WARRANTY CORPORATION, INC.
                  [A Development Stage Company]

                    STATEMENTS OF CASH FLOWS

                                                                Cumulative from
                                                              the Re-entering of
                                                               Development Stage
                                           For the Year Ended   on December 27,
                                              December 31,        1993 through
                                                                   December 31,
                                             1999       1998          1999
Cash Flows Provided by Operating Activities:
   Net loss                                 $     -    $    -      $  (57,498)
  Adjustments to reconcile net loss to
    net cash used by operating activities:
    Depreciation                                  -         -           1,059
    Stock issued for services                     -         -              50
    Changes in assets and liabilities:
      Increase in accounts payable                -         -          56,380

        Net Cash (Used) by
          Operating Activities                    -         -               -

Cash Flows Provided by Investing Activities:
                                                  -         -               -

  Net Cash (Used) by  Investing Activities        -         -               -

Cash Flows Provided by Financing Activities:      -         -               -

 Net Cash Provided by Financing Activities        -         -               -

Net Increase (Decrease) in Cash                   -         -               -

Cash at Beginning of the Year                     -         -               -

Cash at End of the Year                      $    -   $     -        $      -

Supplemental Disclosures of Cash Flow Information:

  Cash paid during the period for:
    Interest                                 $    -   $     -        $      -
    Income taxes                             $    -   $     -        $      -

Supplemental Schedule of Noncash Investing and Financing Activities:
  For 1999:
  None

  For 1998:
  None




 The accompanying notes are an integral part of these financial
                           statements.

                               F-6
     <PAGE>

                TRIAD WARRANTY CORPORATION, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization - Triad Warranty Corporation, Inc. (formerly "Fulton
  Ventures,  Inc.") was organized under the laws of  the  State  of
  Nevada  on September 21, 1989.  Triad Warranty Corporation,  Inc.
  (the  Company) was formed to purchase, merge with or acquire  any
  business  or  assets which management believed had potential  for
  being  profitable.   On  June  14, 1990,  the  Company  exchanged
  2,464,829 of its common shares for all the outstanding  share  of
  Triad Warranty Corporation.

  Triad  Warranty Corporation was organized under the laws  of  the
  state of Texas on November 21, 1988.  The purpose of this Company
  was to provide extended warranty service coverage for heating and
  air  conditioning  units and their component  parts  and  various
  other  consumer  products.   This  Company  began  operations  in
  January  1989,  in Dallas Texas.  The Board of Directors  met  on
  December 27, 1993, and determined it was in the best interest  of
  Triad  Warranty Corporation, Inc. (Nevada) and its sole operating
  subsidiary,  Triad  Warranty Corporation, to separate  ownership.
  To  effect this transaction, selected shareholders in the Company
  were  issued  his  or  her  pro rata  shares  in  Triad  Warranty
  Corporation,  and the original 2,464,829 shares of  common  stock
  were  returned to the Company for cancellation.  This transaction
  was accounted for in the financial statement of the Company as  a
  discontinued operation as of December 31, 1993.  The  Company  is
  considered  to  have re-entered into a new development  stage  on
  December 27,1993.

  Development Stage - The Company is considered a development stage
  company  as  defined  in  SFAS no. 7.   Consequently,  cumulative
  numbers  have  been  provided from December  27,1993  forward  to
  reflect  the  change in control and the change in the   Company's
  planned  operations which was effective as of 1994.  During  2000
  the  Company under went a change in ownership control  which  has
  resulted  in a change in the officers and Board of Director's  of
  the Company.

  Loss  Per  Share  - The computation of loss per share  of  common
  stock   is  based  on  the  weighted  average  number  of  shares
  outstanding  during  the periods presented,  in  accordance  with
  Statement  of  Financial Accounting Standards No. 128,  "Earnings
  Per Share" [See Note 7].

  Cash and Cash Equivalents - For purposes of the statement of cash
  flows,  the  Company considers all highly liquid debt investments
  purchased  with  a maturity of three months or less  to  be  cash
  equivalents.

  Accounting Estimates - The preparation of financial statements in
  conformity with generally accepted accounting principles required
  management  to  make estimates and assumptions  that  effect  the
  reported  amounts of assets and liabilities, the  disclosures  of
  contingent  assets and liabilities at the date of  the  financial
  statements,  and  the reported amounts of revenues  and  expenses
  during  the  reporting period.  Actual results could differ  from
  those estimated by management.

  Recently  Enacted Accounting Standards - Statement  of  Financial
  Accounting Standards (SFAS) No. 132, "Employer's Disclosure about
  Pensions  and  Other  Postretirement  Benefits",  SFAS  No.  133,
  "Accounting  for Derivative Instruments and Hedging  Activities",
  SFAS  No. 134, "Accounting for Mortgage-Backed Securities.", SFAS
  No.  135,  "Rescission  of FASB Statement No.  75  and  Technical
  Corrections" were  SFAS No. 136, "Transfers of Assets  to  a  not
  for  profit organization or charitable trust that raises or  hold
  contributions for others", "accounting for derivative instruments
  and  Hedging Activities - deferral of the effective date of  FASB
  statement No. 133 ( an amendment of FASB Statement No. 133.),"and
  SFAS  No. 137 were recently issued.  SFAS No. 132, 133, 134, 135,
  136 and 137 have no current applicability to the Company or their
  effect   on   the  financial  statements  would  not  have   been
  significant.

                               F-7
     <PAGE>

                TRIAD WARRANTY CORPORATION, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 2 - DISCONTINUED OPERATIONS

The accompanying financial statements as of December 31, 1999 and
     for  the  years ended December 31, 1999 and 1998, have  been
     reclassified to reflect management's decision to discontinue
     the Company's operations in the Warranty Service Business on
     December   27,  1993.   The  Company's  previous  operations
     through  its  former  subsidiary  in  the  Warranty  Service
     Business  are  included as Discontinued  Operations  in  the
     financial statements of the Company.

  Assets (liabilities) of discontinued operations consisted of  the
  following at December 31, 1999:


                                                       December 31,
                                                           1999
                                                       __________
               Assets  of Discontinued Operations      $  -

               Liabilities of Discontinued Operations     -
                             Judgement payable            56,380
                                                       __________
                   Totals                              $  56,380
                                                       __________

The following  is  a condensed, proforma statement of  operations
     that  reflects what the presentation would have been without
     the  reclassifications required by "discontinued operations"
     accounting principles:

                                                           From the
                                       For the           Re-entering of
                                      Year Ended       Development Stage
                                     December 31,       on December 27,
                                   __________________    1993 through
                                     1999     1998     December 31, 1999
                                   __________________________________

  Net Sales                        $     -   $    -          $      -

  Cost of Goods Sold                     -        -                 -

  Other Operating Expenses               -        -           (57,498)

                                   ___________________________________
  Net Loss                         $     -   $    -           (57,448)
                                   __________________________________
  Loss per Share                   $     -   $    -          $   (.22)
                                   __________________________________


                               F-8
     <PAGE>

                TRIAD WARRANTY CORPORATION, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 3 - CAPITAL STOCK

  Common  Stock - During 1994, the Company issued 50,000 shares  of
  its previously authorized, but unissued common stock for services
  rendered, valued at $50.

NOTE 4 - INCOME TAXES

  The   Company  accounts  for  income  taxes  in  accordance  with
  Statement  of Financial Accounting Standards No. 109  "Accounting
  for  Income Taxes" which requires the liability approach for  the
  effect of income taxes.

  The  Company has available at December 31, 1999, unused operating
  loss carryforwards of approximately $57,000, which may be applied
  against  future taxable income and which expire in various  years
  through  2019.   If certain substantial changes in the  Company's
  ownership  should occur, there could be an annual  limitation  on
  the  amount  of  net  operating loss carryforward  which  can  be
  utilized.  The amount of and ultimate realization of the benefits
  from the operating loss carryforwards for income tax purposes  is
  dependent,  in  part,  upon the tax laws in  effect,  the  future
  earnings  of the Company and other future events, the effects  of
  which   cannot   be  determined.   Because  of  the   uncertainty
  surrounding the realization of the loss carryforwards the Company
  has established a valuation allowance equal to the tax effect  of
  the  loss  carryforwards (approximately $19,500) at December  31,
  1999  and,  therefore, no deferred tax asset has been  recognized
  for   the  loss  carryforwards.   The  change  in  the  valuation
  allowance is equal to the tax effect of the current period's  net
  loss (approximately $0 and $0 for 1999 and 1998, respectively).

NOTE 5 - RELATED PARTY TRANSACTIONS

  Management  Compensation  -  During the  periods  presented,  the
  Company  did  not  pay  any  compensation  to  its  officers  and
  directors.

  Office  Space  -  The Company has not had a need to  rent  office
  space.   An  officer/shareholder of the Company is  allowing  the
  Company  to use his home as a mailing address, as needed,  at  no
  expense to the Company.

NOTE 6 - GOING CONCERN

  The  accompanying  financial statements  have  been  prepared  in
  conformity  with generally accepted accounting principles,  which
  contemplate  continuation  of the Company  as  a  going  concern.
  However, the Company has incurred losses since its inception  and
  has   not   yet   been  successful  in  establishing   profitable
  operations.  Further,  the  Company has  current  liabilities  in
  excess  of assets and has no working capital to pay its expenses.
  These  factors raise substantial doubt about the ability  of  the
  Company  to  continue  as  a  going  concern.   In  this  regard,
  management  is proposing to raise any necessary additional  funds
  not  provided by operations through loans or through sales of its
  common  stock  or  through a possible business  combination  with
  another company.  There is no assurance that the Company will  be
  successful  in  raising  this  additional  capital  or  achieving
  profitable  operations.  The financial statements do not  include
  any  adjustments  that  might result from the  outcome  of  these
  uncertainties.


                               F-9
     <PAGE>

                TRIAD WARRANTY CORPORATION, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 7 - EARNINGS (LOSS) PER SHARE

  The  following  data  show the amounts used in  computing  income
  (loss)  per  share  and  the effect on income  and  the  weighted
  average  number of shares of dilutive potential common stock  for
  the  years  ended December 31, 1999 and 1998 and for  the  period
  from  the  re-entering of development stage on December 27,  1993
  through December 31, 1999:

                                                           Cumulative from
                                                         the Re-entering of
                                                         Development Stage
                                      For the Year Ended   on December 31,
                                          December 31,      1993 through
                                      ____________________   December 27,
                                         1999       1998          1999
                                 ________________________________
Loss from continuing operations available
 to  common stockholders (numerator)    $   -      $    -   $   (1,118)
                                 ________________________________
Loss from discontinued operations available
 to common stockholders (numerator)     $   -      $    -   $  (56,380)
                                 ________________________________
Weighted average number of
  common shares outstanding
  used in earnings per share
  during  the period (denominator)       264,886    264,88      264,886

  Dilutive earnings per share was not presented, as the Company had
  no  common equivalent shares for all periods presented that would
  effect the computation of diluted earnings (loss) per share.

  Treasury   stock  which  was  being  held  by  the  Company   for
  cancellation has not been included in the calculations as it  was
  considered cancelled for all periods presented.

                               F-9
     <PAGE>