MIGHTY MACK USA LTD
10SB12G/A, 2000-06-05
MISC DURABLE GOODS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-SB

                                 Amendment No. 3

                   General Form For Registration of Securities
                         Of Small Business Issuers Under

                             Section 12(b) or (g) of
                       The Securities Exchange Act of 1934

                              Mighty Mack USA, Ltd.
        -----------------------------------------------------------------
        (Exact Name of Small Business Issuer as specified in its charter)

     Colorado                                            84-1378045
 ---------------                                 --------------------------
 (State or other                                 (IRS Employer File Number)
 Jurisdiction of
  Incorporation)

   1700 West Government, Suite 102
        Brandon, Mississippi                                 39042
----------------------------------------                   ----------
(Address of principal executive offices)                   (Zip code)

                                 (601) 825-2220
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

        Securities to be Registered Pursuant to Section 12(b) of the Act:

                                      None

        Securities to be Registered Pursuant to Section 12(g) of the Act:

                    Common Stock, no par per share par value


<PAGE>   2



References in this document to "us," "we," or "the Company" refer to Mighty Mack
USA, Ltd., its predecessor and its subsidiaries.

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

         (a) General Development of Business

         We are a Colorado corporation. Our principal business address is 1700
West Government, Suite 102, Brandon, Mississippi 39042. Our telephone number at
that address is (601) 825-2220.

         We were originally incorporated under the laws of the State of Colorado
on July 19, 1996. Our original name was Oxford Financial Holdings, LTD. Since
inception, our primary activity had been directed towards organizational
efforts.

         In June, 1999, we acquired all of the issued and outstanding common
shares of Mighty Mack USA, Ltd., a Mississippi corporation (we will refer in
this document specifically to this corporation as the "Mississippi
corporation"). We issued 0.2640366 restricted shares of our common stock for
each share of the Mississippi Corporation. Since a total of 53,022,950 shares of
the Mississippi Corporation were exchanged, we issued 14,000,000 shares in this
transaction. As a part of this transaction, the Mississippi Corporation canceled
all of its outstanding Preferred Stock.

         In July 1999, we changed our name from Oxford Financial Holding, Ltd.
to Mighty Mack USA, Ltd.

         We have not been subject to any bankruptcy, receivership or similar
proceeding.

         (b) Narrative Description of the Business

         General

         From our original date of incorporation until our transaction with the
Mississippi Corporation, we had no activities and carried no inventories or
accounts receivable. Also, during this period, we carried on no operations and
generated no revenues. Our fiscal year end is June 30th.

         Organization

         Our Company presently comprises one corporation with one wholly owned
subsidiary.

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         (c) Operations

         General

         Our Company was founded to manufacture, disseminate and further develop
efficient and cost-effective solutions to worldwide environmental pollution
problems. We are committed to the development, manufacture and distribution of
higher quality absorbent technology, developed from recycled, renewable,
agricultural waste materials. In addition, we are committed to the
implementation of cost effective, efficient solutions to industrial
environmental problems.

         We manufacture and distribute a line of twelve oil absorbents and
associated products made from non-toxic agricultural waste. These absorbents and
associated products are used for the remediation of hydrocarbons and acids and
effectively absorb and bioremediate oil, grease, and antifreeze, turning
hazardous hydrocarbons into safe, clean byproducts.

         Mighty Mack USA, Ltd., our subsidiary, was incorporated in Mississippi
in November 1998. The technology it is utilizing has been prevalent since its
inception in the early 1990's. The products and technology have been used in the
United States as well as in many foreign countries where it has been utilized in
numerous industrial and governmental applications.

         Product Services Co., Inc., a Mississippi-based company, originally
developed the technology which we are now utilizing pursuant to a Purchase and
Sale Agreement, with Addenda, which we originally entered into on February 1,
1999. In 1990, the founder of Product Service Co., Inc. had begun searching for
a cost effective and efficient hydrocarbon absorbent and began experimenting
with various cellulose materials and evaluating their use as absorbents. Product
Services Co. developed and patented a process utilizing a by-product, which was
at the time, considered a waste material, from an agricultural processing plant.
The resulting technology yielded a chemically modified cellulose fiber material
with greater absorption and hydrocarbon bio-remediation properties than the
calcined clay products then and currently on the market. Further development led
to the on-site application of the technology for hydrocarbon bio-remediation of
contaminated soil. Product Services manufactured and distributed this technology
in the United States as well as in other countries.

         We entered into the Purchase and Sale Agreement with Product Services
Co. and Mr. Ted Dickerson, who has become one of our Directors. Under the terms
of the Purchase and Sale Agreement, we are to acquire substantially all of the
assets of Product Services Co. and Ted Dickerson. This purchase includes the
real estate items of a storage plant and land at Valley Park, Mississippi, as
well as inventory, patents, trademarks, trade names and security interests. The
Purchase and Sale Agreement is for a total of $6,000,000, of which $3,000,000 is
due immediately, and the remaining $3,000,000 is payable as a 3% royalty payment
on the wholesale price of product. The total balance of the royalty payment is
due and payable by January 31, 2002 no matter whether or not sales have
occurred.

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         We acquired the defined assets of Products Services Co., Inc. in 1999,
subject to final payment and currently have patent usage rights and the rights
to manufacture and sell certain proprietary products associated with the assets
used to manufacture and develop this technology. Upon full payment pursuant to
the Purchase and Sale Agreement, the full consideration of which has not yet
been fully paid to Product Services Co., Inc, the Mississippi corporation will
have obtained title to the patents, raw materials, equipment, and other assets
of Product Services Co., Inc. We have not been able pay the purchase price of
$3,000,000 to date but have received an extension under Addenda to the Purchase
and Sale Agreement until July 1, 2000 to make this payment. We continue to
operate under these Addenda to the Purchase and Sale Agreement. We plan to raise
funds in a private placement or find a loan to pay the $3,000,000 purchase price
but have no definitive plans at the present time.

         Plan of Business

         Our goal is to gain brand name recognition and product confidence in
the global retail and industrial markets for our environmental remediation and
hydrocarbon absorption products and to develop and manufacture ecologically
sound and cost-effective solutions to industrial/environmental problems faced by
our world today.

         We plan to achieve our goal by focusing on retail and industrial sales
of our products and by establishing a network of manufacturer's representatives
and distributors who will market our products, in addition to making direct
sales initiated by us. We plan to market in Canada as our first international
market. Once we have established a presence in Canada, we will move to Mexico
and then to Europe. We have not begun sales internationally but plan to do so in
the fiscal year ended June 30, 2000.

         (d) Markets

         Our initial marketing plan will be focused on two market segments: the
retail market; and the industrial wholesale market. The marketing plan has been
developed and is currently being implemented. We are currently marketing our
products through manufacturer's representatives in several parts of the
southeastern United States, who are compensated solely on a commission basis. We
are currently seeking distributors with warehouse capabilities. Manufacturer's
representatives and distributors are chosen based on their business contacts as
well as being highly motivated and showing a strong commitment to our Company
and our product line. We also make direct sales and conduct ongoing marketing
efforts to retail stores and industrial users by attending trade shows,
generating publicity, calling and meeting with customers as well as
demonstrating proper usage and providing technical assistance with respect to
our product line.

         At the present time, we are working together with Products Services Co.
to develop a marketing program. Until the assets of Products Services Co. have
been paid for under the Purchase and Sale Agreement, we will purchase all of our
product through Product Services Co. The key requirement of our business plan is
the acquire the assets under the Purchase and Sale Agreement. At that point, we
become the direct manufacturer and the owner of the patents to our products.
Until that time, we will essentially be a manufacturer's representative for
Products Services Co. and its products.

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         The Retail Market

         Based upon our experience in retail sales of our product, we believe
that the retail market to be the largest individual market for oil absorbent
products throughout the world. Calcined Clay absorbents can absorb up to 50% of
their weight in oil and the byproduct is a toxic waste that must be disposed of
in accordance with local laws.

         All of our products are nontoxic, environmentally clean and a safe
agricultural byproduct that can absorb up to six times their own weight in oil
or other contaminants. Our products are nontoxic, biodegradable, safe to humans,
and are environmentally friendly. The market for oil absorbent products has a
large range of distribution in retail automotive part's stores in the United
States. The current market is presently dominated by calcined clay products,
which are strip mined and contain crystalline silica, a known carcinogen.

         The Wholesale Market

         The U.S. and Canada will be divided into regions. The U.S. will be
divided into multiple regions, with Master Distributors and subdistributors in
each area. Master Distributors work with sub-distributors, making calls, giving
demonstrations, and also giving product familiarization and usage classes. The
Master Distributor will be compensated based on volume of sales. The
sub-distributors deal with the end users; these customers may be oil field
supply houses, environmental clean up companies, military, paper mills and other
various industries. The sub-distributors will be compensated percentage wise,
based on volume of sales by the Master Distributor.

         We also plan to use manufacturer's representatives in those areas which
we do not consider to be suitable for Distributors or subdistributors. We will
compensate manufacturer's representatives on a commission basis to be negotiated
with each manufacturer's representative.

         We currently have no Master Distributors or subdistributors but are
generating sales internally and through manufacturer's representatives.

         (e) Raw Materials

         The use of raw materials is a material factor in our operations. Our
raw materials are waste cotton fibers known as "linters." These are fuzzy part
of the cotton seed. These raw materials are a byproduct of the cotton
manufacturing process. We believe that there is an adequate supply of raw
materials to meet all of our requirements under our plan of operation. We do not
expect this situation to change in the near future. Our products are produced
from raw materials which are generally readily available from a number of
suppliers. The main component for its oil absorbent products are agricultural


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<PAGE>   6

waste and byproducts obtained from a major supplier in the southern united
states. We believe that the loss of this major supplier would have a material
effect on our operations. Delta and Pine Land Company is the largest source of
cotton linter in our area. The loss of this major supplier may cause an increase
in incoming freight costs, the amount of which would depend on the distance to
the alternative source and which source is utilized. A significant increase in
our freight costs would affect our profitability since freight costs are a
significant factor in the pricing of our products. Our operations could be
adversely affected if a general shortage of raw material was to occur and
persist, but the likelihood of this happening is believed to be remote. To date,
we have not experienced any serious production delay because of failure of our
supplier to provide raw materials. There are alternative sources of raw material
other than cotton linter, although these other sources are not as efficient as
absorbants.

         We utilize raw materials from Delta and Pine Land Company through an
arrangement with Product Services Co., Inc. Although there are other sources of
raw materials, we believe that the inability to utilize raw materials from Delta
and Pine Land Company could have a materially adverse effect upon our ability to
produce finished product. At the present time, Product Services Co., Inc. has a
stockpile of raw materials which we are utilizing and plan to utilize for the
near future. However, over the long term, Delta and Pine Land Company will
remain a significant source of raw materials.

         (f) Customers and Competition

         The current market is presently dominated by calclined clay products,
which are strip mined and contain crystalline silica, a known carcinogen. In
1986, the State of California enacted the Safe Drinking Water and Toxic
Enforcement Act of 1986, Cal. Health & Safety Code Section 25249.5 et seq., most
commonly known as Proposition 65, listing a number of chemicals, including
crystalline silica, which are known to cause cancer. The calcined clay products
therefore must comply with the requirements of Proposition 65. Proposition 65
requires any consumer products containing one of the listed chemicals to contain
the following message: "WARNING: This product contains a chemical known to the
State of California to cause cancer." Similarly, the language for occupational
exposure warning signs where employees are working with such products must read
as follows: "WARNING: This area contains a chemical known to the State of
California to cause cancer." We believe that we have a competitive advantage
because our products do not require hazardous warning labels. According to the
Centers for Disease Control and Prevention, overexposure to crystalline silica
can cause lung disease known as silicosis and inhalation has been associated
with other diseases such as bronchitis and tuberculosis.

         Calcined clay products are the primary competition in the industrial
and retail marketplace. These calcined clay products are manufactured from
non-renewable resources and generate unwanted waste streams in both manufacture
and use. Our products are derived from renewable resources and utilize
agricultural waste and byproducts that would otherwise create a disposal volume.
our products are biodegradable and safe for the environment. We believe that
this environmental sensitivity coupled with our products' better performance in
use will take on more importance as environmental groups and state and local
agencies increase environmental regulation and accountability.

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         At the present time, the industry in which we are competing is broad
and fragmented, with no single company or groups of companies dominating. We
estimate that there are over fifteen companies whose products are in direct or
indirect competition to our products. There are a number of established
companies that are larger and better capitalized than our company and/or have
greater personnel, resources and technical expertise. In view of our combined
extremely limited financial resources and limited management availability, we
believe that we will be subject to intense competition for market share.
However, while we may have competitive disadvantages compared to many of our
competitors, we believe that we can successfully compete because our products
absorb more efficiently than other competitive products, are biodegradable, and
can biodegrade the contaminants. There can be no guarantee, however, that we
will be able to successfully compete or to become profitable.

         (g) Backlog

         At March 31, 2000, we had no backlogs.

         (h) Employees

         As of the date hereof, we had six (6) employees. We plan to hire
additional employees in the future as our business requirements may necessitate.

         (i) Proprietary Properties

         Our product line constitutes our primary properties, which includes a
line of twelve oil absorbents and associated products made from non-toxic
agricultural waste and byproducts. We have patent and trademark usage rights,
pursuant to the Purchase and Sale Agreement with Product Services Co., Inc. to
manufacture and sell these absorbents and associated products and to use the
"Gator" trade name. These products are as follows:

         PRODUCT                       PRIMARY APPLICATION
         -------                       -------------------

         Oil Gator                     soil cleanup/bioremediation; hydrocarbon
                                       spills

         Floor Gator                   spills on hard surfaces

         Cell-u-sorb                   spills on water

         Acid Gator                    acid spills

         Gator Booms                   containment on water or land

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         Gator Socks                   containment on water or land

         Cellulose Pads                spills on hard surfaces

         1%Poly/Cell Pads              spills on water or land

         Gator Wash                    industrial all-purpose cleaner

         Gator Wash H.D.               Heavy duty industrial cleaner

         Gator Trap                    grease trap/waste water applications

         Emergency Response Kits       oil spills

         Product Services Co. owns US Patent No.5,609,667, issued for twenty
years commencing October 19, 1995. Product Services Co. owns Australia Patent
No.687186, issued for twenty years commencing March 20, 1995. Both of these
patents relate to "a method of treating hydrocarbon contaminated soils
comprising (a) providing a composition comprising a cellulose derived from an
oil-bearing plant, and containing bacteria indigenous to said cellulose and at
least one nutrient; (b) applying said composition of (a) into hydrocarbon
contaminated soil by tilling or disking; (c) wetting the soil subsequent to the
application of (b) to maintain a continuous moist condition in said soil; and
(d) leaving said soil in said continuous moist condition for a period of time."
The patents are being amortized over a forty year period.

         Product Services Co. owns US Trademark Registration No. 1,889,514 for
Oil Gator. In addition, Product Services owns the following unregistered
trademarks: Oil Gator, Floor Gator, Acid Gator, Cell-U-Sorb, Gator Wash and
Gator Wash HD, Gator Trap, Oil Gator Stage II, Gator Booms and Socks, Gator
Pads, Spill Kits, Enretech, and all logos relating to the registered and
unregistered trademarks.

         Our final acquisition of these properties is contingent upon payment of
the full consideration to Product Services Co., Inc. has not yet been fully made
under the terms of that Purchase and Sale Agreement and addenda thereto.

         (j) Government Regulation

         We are not subject to any material governmental regulation or
approvals.


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         (k) Research and Development

         Our current research and development activities include the refining of
current, as well as the development of new, sorbent and bioremediation products
and related manufacturing processes, for both the industrial and retail markets.
Analyzing and testing competitive products, and determining new applications and
uses for our products, are also functions of our research and development
department. We will expense general research. Development costs will be
expensed, unless certain criteria are met, in which case they are capitalized.
All expenditures incurred for the acquisition of license rights, patents and
trademarks, development of sorbent and bioremediation processes and products
costs are capitalized. When technology is no longer in use, related unamortized
costs are written off. During the period from inception through March 31, 2000,
we incurred no research and development costs. When we undertake research and
development in the future, we plan to expense as much of the costs as possible.

         (l) Environmental Compliance

         At the present time, we are not subject to any material costs for
compliance with any environmental laws.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

Forward-Looking Statements

         The following discussion contains forward-looking statements regarding
our Company, its business, prospects and results of operations that are subject
to certain risks and uncertainties posed by many factors and events that could
cause our actual business, prospects and results of operations to differ
materially from those that may be anticipated by such forward-looking
statements. Factors that may affect such forward-looking statements include,
without limitation: our ability to successfully develop new products for new
markets; the impact of competition on our revenues, changes in law or regulatory
requirements that adversely affect or preclude customers from using our products
for certain applications; delays our introduction of new products or services;
and our failure to keep pace with emerging technologies.

         When used in this discussion, words such as "believes", "anticipates",
"expects", "intends" and similar expressions are intended to identify
forward-looking statements, but are not the exclusive means of identifying
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date of this
report. Our Company undertakes no obligation to revise any forward-looking
statements in order to reflect events or circumstances that may subsequently
arise. Readers are urged to carefully review and consider the various
disclosures made by us in this report and other reports filed with the
Securities and Exchange Commission that attempt to advise interested parties of
the risks and factors that may affect our business.

Results of Operations

         In June, 1999, we acquired all of the issued and outstanding common
shares of Mighty Mack USA, Ltd., a Mississippi corporation (the "Mississippi
corporation"). We issued 0.2640366 restricted shares of our common stock for
each share of the Mississippi Corporation. Since a total of 53,022,950 shares of
the Mississippi Corporation were exchanged, we issued 14,000,000 shares in this


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transaction. As a part of this transaction, the Mississippi Corporation canceled
all of its outstanding Preferred Stock.

         In July 1999, we changed our name from Oxford Financial Holding, Ltd.
to Mighty Mack USA, Ltd.

         Product Services Co. Inc., a Mississippi-based company, originally
developed the technology which we are now utilizing pursuant to a Purchase and
Sale Agreement, with Addenda, which we originally entered into on February 1,
1999. We entered into the Purchase and Sale Agreement with Product Services Co.
and Mr. Ted Dickerson, who has become one of our Directors. Under the terms of
the Purchase and Sale Agreement, we are to acquire substantially all of the
assets of Product Services Co. and Ted Dickerson. This purchase includes the
real estate items of a storage plant and land at Valley Park, Mississippi, as
well as inventory, patents, trademarks, trade names and security interests. The
Purchase and Sale Agreement is for a total of $6,000,000, of which $3,000,000 is
due immediately, and the remaining $3,000,000 is payable as a 3% royalty payment
on the wholesale price of product. The total balance of the royalty payment is
due and payable by January 31, 2002 no matter whether or not sales have
occurred.

         We acquired the defined assets of Products Services Co., Inc. in 1999,
subject to final payment and currently have patent usage rights and the rights
to manufacture and sell certain proprietary products associated with the assets
used to manufacture and develop this technology. Upon full payment pursuant to
the Purchase and Sale Agreement, the full consideration of which has not yet
been fully paid to Product Services Co., Inc, the Mississippi corporation will
have obtained title to the patents, raw materials, equipment, and other assets
of Product Services Co., Inc. We have not been able pay the purchase price of
$3,000,000 to date but have received an extension under Addenda to the Purchase
and Sale Agreement until July 1, 2000 to make this payment. We continue to
operate under these Addenda to the Purchase and Sale Agreement and plan to do so
until we can raise funds in a private placement or find a loan to pay the
$3,000,000 purchase price. We hope to raise these funds by June 30, 2000.
However, we have no definitive plans at the present time to do so.

       Assuming that we can finally acquire all of the rights and assets under
the Purchase and Sale Agreement which we have entered into, we believe that the
revenues and expenses from operations will remain relatively constant during the
coming fiscal year as we implement our business plan. We believe that it will
take at least one year from the date finally acquire the rights and assets under
Purchase and Sale Agreement see a substantial increase in revenues over the
amounts which we have been able to generate. However, if we are unable to
complete the Purchase and Sale Agreement, our future operations may be seriously
impaired. In any case, we believe that we will not be profitable during the
current fiscal year. Our primary focus for this fiscal year will be to complete
the acquisition under the Purchase and Sale Agreement and to build brand name
recognition and product loyalty.

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         With the acquisition of the Mississippi Corporation, we began
generating revenues from operations. As of March 31, 2000, current liabilities
exceed current assets by $2,238,816. As of the nine months ended March 31, 2000,
we had revenues of $42,765. We had total revenues for the fiscal year ended June
30, 1999 of $4,736. Our total operating expenses for the nine months ended March
31, 2000 were $768,332. Our total operating expenses for the fiscal year ended
June 30, 1999 were $263,754. We had a net loss of $734,492 for the nine months
ended March 31, 2000, compared to a net loss of $260,192 for the fiscal year
end. The loss for the nine months ended March 31, 2000 was $0.04 per share,
compared to a loss for the fiscal year ended June 30, 1999 of $0.10 per share.

         Our subsidiary, Mighty Mack USA, Ltd., a private Mississippi
Corporation, was recently named a defendant in a lawsuit commenced in Louisiana
by Alpha Distributing Company, Inc. The lawsuit claims breach of contract
concerning certain sales and distribution rights of the Mississippi company's
products, which rights were set forth in a written contract. The case has been
continued without a date for further proceedings. Given this situation, we do
not believe that there is a reasonable probability of a loss to us in this case.
This case was pending in the 22nd Judicial District Court, Parish of St.
Tammany, State of Louisiana.

         We have sustained substantial losses since inception. Our accountants
have issued a "going concern" footnote on our financial statements. In order for
us to continue to operate, we must have an infusion of additional capital and a
final closing of the Purchase and Sale Agreement. If we cannot achieve both
goals, we may not be able to continue our operations and would look at some
other type of arrangement, such as a merger, to survive. We cannot guarantee the
success of any of these options.

Liquidity and Capital Resources

         As of the end of the fiscal year, we had no cash or cash equivalents.
As of the end of the nine month period ended March 31, 2000, we had cash or cash
equivalents of $56. There was no significant change in working capital during
the nine month period ended March 31, 2000. In August 1999, we completed a
private placement and raised $691,000 and received loans from two of our
affiliates of $117,394, all of which was used to fund our operations.

         We believe that we still have inadequate working capital to pursue all
of our planned activities other than to internally expand the operations. We
plan to raise additional capital during the coming fiscal year.

         We do not intend to pay dividends in the foreseeable future.

         Year 2000 Compliance


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<PAGE>   12

         Background

         In the past, many computers, software programs, and other information
technology ("IT systems"), as well as other equipment relying on microprocessors
or similar circuitry ("non-IT systems"), were written or designed using two
digits, rather than four, to define the applicable year. As a result,
date-sensitive systems (both IT systems and non-IT systems) may recognize a date
identified with "00" as the Year 1900, rather than the year 2000. This is
generally described as the Year 2000 issue. If this situation occurs, the
potential exists for system failures or miscalculations, which could impact
business operations.

         The Securities and Exchange Commission ("SEC") has asked public
companies to disclose four general types of information related to Year 2000
preparedness: our Company's state of readiness, costs, risks, and contingency
plans. See SEC Release No. 33-7558 (July 29, 1998). Accordingly, we have
included the following discussion in this report, in addition to the Year 2000
disclosures previously filed with the SEC.

         State of Readiness

         We believe that we have identified and completed all significant IT
systems and non-IT systems that require modification in connection with Year
2000 issues. Internal and external resources have been used to make the required
modifications and test Year 2000 readiness. The required modifications are
complete.

         In addition, we have been communicating with customers, suppliers,
banks, vendors and others with whom we do significant business (collectively)
our "business partners") to determine their Year 2000 readiness and the extent
to which we are vulnerable to any other organization's Year 2000 issues. Based
on these communications and related responses, we believe that modifications are
complete. We continue monitoring the Year 2000 preparations and state of
readiness of our business partners.

         Costs

         The total cost Year 2000 activities has not been and is not anticipated
to be material to our financial position or results of operations in any given
year. Our total costs of addressing Year 2000 issues have been less than
$10,000.

         Risks

         We utilize IT systems and non-IT systems in various aspects of our
business. Year 2000 problems have not disrupted operations to date, and we do
not expect that any such disruption would have a material adverse impact on our
operating results. We are also exposed to the risk that one or more of its
customers, suppliers or vendors could experience Year 2000 problems that could
impact the ability of such customers to transact business or such suppliers or
vendors to provide goods and services. Although this risk is lessened by the
availability of alternative suppliers, the disruption of certain services, such
as utilities, could, depending upon the extent of the disruption, potentially
have a material adverse impact on our operations.


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<PAGE>   13

         Contingency Plans

         Given the lack of impact by Year 2000 problems, we do not believe that
we must develop further contingency plans for our IT systems and non-IT systems
requiring Year 2000 modification over what we have already implemented. In the
event of any Year 2000 problems with our backup systems, suppliers, and vendors,
we have identified additional backup systems, suppliers and vendors but do not
believe that we will be required to use them.

ITEM 3. DESCRIPTION OF PROPERTIES

         As of December 1, 1999, our business office was located at 1700 West
Government, Suite 102, Brandon Mississippi 39042. We pay $600 per month in rent
for this office space of approximately 1100 square feet to an unaffiliated third
party under a two year lease ending November, 2002. This facility is adequate to
our current needs, including after we close the Purchase and Sale Agreement.

         Our manufacturing plant, which is located in Flora, Mississippi,
contains approximately 40,000 square feet, but is not currently being utilized
by us because we are purchasing all of our inventory from Product Services Co.
This plant is currently being rented from Mr. Ted Dickerson, one of our
Directors. We pay no rent on this plant for three years and have no plans to
purchase the facility from Mr. Dickerson. After we close the Purchase and Sale
Agreement, we plan to begin manufacturing at this plant, which should be
adequate for our needs for the foreseeable future. Finally, we own the office
furniture, computer system all manufacturing and packaging equipment in our
business. Otherwise, we own no other properties.

         We currently perform no research and development activities but plan to
limited research and development at the Flora, Mississippi plant after we close
the Purchase and Sale Agreement.

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ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following sets forth the number of our shares of no par value
common stock beneficially owned by (i) each person who, as of September 30,
1999, was known by us to own beneficially more than five percent (5%) of our
common stock; (ii) our individual Directors and (iii) our Officers and Directors
as a group. On September 30, 1999, there were a total of 16,400,262 Common
shares issued and outstanding.

<TABLE>
<CAPTION>
NAME AND ADDRESS                          AMOUNT AND NATURE OF            PERCENT OF
OF BENEFICIAL OWNER                       BENEFICIAL OWNERSHIP (1)(2)        CLASS
-------------------                       ---------------------------     ----------
<S>                                      <C>                             <C>
Robert C. Furrer                          6,908,335(3)                          42%
1700 West Government
Suite 102
Brandon, Mississippi 39042

Martin F. Schneider                       6,656,795(4)                        40.5%
1700 West Government
Suite 102
Brandon, Mississippi 39042

Charles K. Washburn                          28,000                             .2%
1700 West Government
Suite 102
Brandon, Mississippi 39042

Joseph B. LaRocco                           150,000(5)                          .9%
149 Locust Ave.
Suite 107
New Canaan, Connecticut 06840

Theodore H. Dickerson                           -0-                             -0-
1700 West Government
Suite 102
Brandon, Mississippi 39042

Billie C. Furrer                                -0-(4)                          -0-
1700 West Government
Suite 102
Brandon, Mississippi 39042

All Officers and Directors
as a Group (Six persons)                 13,743,130                           83.6%
</TABLE>
-------------

(1)  All ownership is beneficial and on record, unless indicated otherwise.

(2)  Beneficial owners listed above have sole voting and investment power with
     respect to the shares shown, unless otherwise indicated.

(3)  Owned of record by Mr. Furrer. Does not include 66,010 shares owned of
     record by Mr. Richard W. Furrer, for which Mr. Robert C. Furrer and Mrs.
     Billie C. Furrer disclaim any beneficial ownership and do not believe that
     they are deemed beneficial owners under Rule 13d-3 of the Securities
     Exchange Act of 1934, as amended.

(4)  Owned of record by Mr. Schneider. Does not include 26,404 shares owned by
     Marilyn Schneider, 13,202 shares owned in Joint Tenancy by Marilyn
     Schneider and Jeremy Blaufarb, and 13,202 shares owned in Joint Tenancy by
     Marilyn Schneider and Jason Blaufarb, for which Mr. Martin Schneider
     disclaims any beneficial ownership and does not believe that he is deemed a
     beneficial owner under Rule 13d-3 of the Securities Exchange Act of 1934,
     as amended.

(5)  Mr. LaRocco resigned from all offices on December 7, 1999.

14
<PAGE>   15

ITEM 5 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

         Our Directors and Executive Officers, their ages and present positions
held in the Company are as follows:

<TABLE>
<CAPTION>
          NAME                                  AGE                     POSITION HELD
          ----                                  ---                     -------------
<S>                                             <C>                     <C>
          Robert C. Furrer                      53                      Chairman, CEO, and Director

          Martin F. Schneider                   48                      Vice Chairman, CFO, and Director

          Charles K. Washburn                   29                      President and Director

          Theodore  Dickerson                   60                      Director

          Billie C. Furrer                      53                      Secretary-Treasurer
</TABLE>


         Our Directors will serve in such capacity until the next annual meeting
of our Company's shareholders and until their successors have been elected and
qualified. The officers serve at the discretion of our Directors. Robert C.
Furrer and Billie C. Furrer are husband and wife. Otherwise, there are no family
relationships among our officers and directors, nor are there any arrangements
or understandings between any of the directors or officers of the Company and
any other person pursuant to which any officer or director was or is to be
selected as an officer or director.

         Robert C. Furrer has been the Chief Executive Officer since June, 1999.
Mr. Furrer is the former CEO of Furrer and Associates Consolidated Services,
Inc. an insurance marketing and development company. Mr. Furrer has over 20
years in market development and sales. He is a member of the Permanent President
Club and recipient of the 10th degree Grand Diamond award in sales marketing and
is a member of the Million Dollar Round Table. Mr. Furrer was the CEO and owner
of Lake Slip Away Raceway and Resort, a two hundred-acre facility in Lena, MS.
On May 14, 1998, Mr. Furrer filed for reorganization under Chapter 11 of the
Bankruptcy Code in the U.S. District Court for the Southern Mississippi, Case
#98-02448JEE. The United States Bankruptcy Court of the Southern District of
Mississippi has confirmed the plan of reorganization for Mr. Furrer..

         Charles K. Washburn has been our President since June, 1999. Mr.
Washburn is an Environmental / Industrial Microbiologist and a graduate of
Mississippi State University, where he received a Bachelor of Science in Applied
Microbiology and a minor in Chemistry. Immediately following graduation, he
dedicated two years of postgraduate research, focused primarily around the

15
<PAGE>   16

microbial utilization of hydrocarbons and the bioremediation of hydrocarbons in
soils, towards completion of a Masters of Science degree at Mississippi State
University. From 1994 to 1997 Mr. Washburn was employed by Environmental
Remediation Technology as an Environmental Microbiologist and Director of
Technical Services where he developed and implemented applications for the
implementation of the products developed by Mr. Dickerson, specializing in
"in-situ" biological remediation of contaminated soils, bio-augmentation, land
farming and other bioremediation technologies. He was formerly employed by
Pfizer Pharmaceuticals as a Sales Representative from 1997 to 1998. From 1998 to
June, 1999, Mr. Washburn was employed by Companion Technologies as a Computer
Systems Sales Representative.

         Martin F. Schneider has been the Chief Financial Officer since June,
1999. Mr. Schneider, in addition to having a Ph.D. Degree from Columbia
University in Economics, taught Economics at the London School of Economics in
1977 through 1978. Mr. Schneider has extensive merger and acquisition and
investment banking experience and was employed by Smith Barney as a Vice
President from 1994 to 1996. From 1996 to 1997 PaineWeber employed him as a Vice
President. Mr. Schneider left PaineWeber to form Trans-Global Financial
Holdings, LLC. , a private investment company, where he served as its President
and CEO until he joined us.

         Theodore "Ted" Dickerson has been one of our Directors since June,
1999. He is the original inventor of the process by which our products for the
remediation of hydrocarbons and acids are manufactured. Under the terms of a
Purchase and Sale Agreement, with Addenda, we are purchasing the patent, land,
buildings, raw materials and trademarks from Mr. Dickerson and his company,
Product Services Company, Inc. Mr. Dickerson received a Bachelor of Science in
Chemical Engineering from The University of Mississippi in 1961. He was employed
by Colombian Carbon Company / Cities Service Company and worked twenty-three
years in various managerial positions. He retired in 1984 as Senior
Vice-president of worldwide manufacturing operations to pursue his private
business. He holds both product and process patents in fields of electromagnetic
separation, carbon blacks, iron oxides, drilling mud additives and a line of
environmentally friendly products produced from agricultural by-product streams.

         Billie C. Furrer has been our Secretary since June, 1999. Mrs. Furrer
has over twenty years experience in bookkeeping and office management. Prior to
her appointment as Secretary, she served as Vice-president and General Manager
for Furrer & Associates Consolidated Services, Inc. Mrs. Furrer was the General
Manager of Lake Slip Away Raceway and Resort, a two hundred-acre facility in
Lena, MS. On May 14, 1998, Mrs. Furrer filed for reorganization under Chapter 11
of the Bankruptcy Code in the U.S. District Court for the Southern Mississippi,
Case #98-02448JEE. The United States Bankruptcy Court of the Southern District
of Mississippi has confirmed the plan of reorganization for Mrs. Furrer..


16
<PAGE>   17

ITEM 6. EXECUTIVE COMPENSATION

         None of our executive officers received compensation in excess of
$100,000 during the fiscal years ended June 30, 1998 or 1999. Compensation does
not include minor business-related and other expenses paid by us. Such amounts
in the aggregate do not exceed $10,000. None of our executive officers received
any compensation for the fiscal year ended June 30, 1998. For the fiscal year
ended June 30, 1999, Our Chairman, Robert C. Furrer, received a salary of
$24,000 per annum. For the fiscal year ended June 30, 1999, Martin F. Schneider,
our Vice-Chairman and Director, received a salary of $24,000 per annum, Charles
K. Washburn, our President and Director, received a salary of $28,461.52 per
annum, Billie C. Furrer, our Secretary, received a salary of $12,000 per annum,
and Joseph Brown, a former Officer and Director, received a salary of $40,384.57
per annum.

         We have granted no shares of our capital stock as additional
compensation for the fiscal years ended 1998 and 1999.

         For the fiscal years 1998 and 1999, we did not pay our health care for
our officers and directors. We have no pension plan. We have no plans or
agreements which provide compensation on the event of termination of employment
or change in our control.

         We do not pay members of our Board of Directors any fees for attendance
or similar remuneration, but reimburse them for any out-of-pocket expenses
incurred by them in connection with our business. We may compensate them in the
future with common stock, but have no definite plans at this time.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         As of September 30, 1999 we were renting our office space from Robert
C. Furrer and Billie C. Furrer. Robert C. Furrer is the CEO and a Director.
Billie C. Furrer is the Secretary -Treasurer. We ceased renting this space as of
November 1, 1999 and no longer rent our office space from Robert C. Furrer and
Billie C. Furrer. During this period, we paid approximately $9,000 in rental.

         Our manufacturing plant, which is located in Flora, Mississippi,
contains approximately 40,000 square feet, but is not currently being utilized
by us because we are purchasing all of our inventory from Product Services Co.,
which is owned by Mr. Ted Dickerson, one of our Directors. This plant is
currently being rented from Mr. Ted Dickerson. We pay no rent on this plant for
three years and have no plans to purchase the facility from Mr. Dickerson.

         As of September 30, 1999, we have a Note Payable to Robert C, Furrer,
an Officer & Director, at an annual rate of 8% interest for compensation owed in
the amount of $100,000.

         As of September 30, 1999, we have a Note Payable to Robert C. Furrer,
Officer & Director, at an annual rate of 8% interest for money put into the
Company from the sale of personal stock in the amount of $50,000.

17
<PAGE>   18

         As of September 30, 1999, we had a Note Payable to Martin F. Schneider,
Officer and Director, at an annual rate of 8% interest for money put into the
Company from the sale of personal stock in the amount of $50,000.

         As of September 30, 1999, we have a Note Payable to Martin F.
Schneider, Officer & Director, at an annual rate of 8% interest for compensation
owed in the amount of $100,000.

         As of September 30, 1999, we have a Note payable to Theodore H.
Dickerson, a Director, at an annual rate of 8% interest for an Asset Purchase
Agreement in the amount of $2,700,000. Mr. Dickerson is the person who sold us
our assets under the Purchase and Sale Agreement, dated February 1, 1999. Under
Addenda, the latest of which is dated December 1, 1999, we have until March 1,
2000 to pay for the acquisition.

ITEM 8. DESCRIPTION OF SECURITIES.

         We are authorized to issue 50,000,000 shares of Common Stock, par value
no par per share, and 5,000,000 shares of non-voting Preferred Stock, par value
no par per share. As of September 30, 1999, 16,400,262 shares of Common Stock
were outstanding. As of the same date, no Preferred Stock was issued or
outstanding.

         COMMON STOCK

         The holders of Common Stock have one vote per share on all matters
(including election of Directors) without provision for cumulative voting. Thus,
holders of more than 50% of the shares voting for the election of directors can
elect all of the directors, if they choose to do so. The Common Stock is not
redeemable and has no conversion or preemptive rights.

         The Common Stock currently outstanding is validly issued, fully paid
and non-assessable. In the event of liquidation of our Company, the holders of
Common Stock will share equally in any balance of our Company's assets available
for distribution to them after satisfaction of creditors and the holders of our
Company's senior securities, whatever they may be. We may pay dividends, in cash
or in securities or other property when and as declared by the Board of
Directors from funds legally available therefor, but has paid no cash dividends
on its Common Stock.

         PREFERRED STOCK

         Under the Articles of Incorporation, the Board of Directors has the
authority to issue non-voting Preferred Stock and to fix and determine its
series, relative rights and preferences to the fullest extent permitted by the
laws of the State of Colorado and such Articles of Incorporation. As of the date
of this Registration Statement, no shares of Preferred Stock are issued or
outstanding. The Board of Directors has plans to issue Preferred Stock in the
2000 fiscal year pursuant to its capital raising efforts, although no specific
plans have been finalized at this time.


18
<PAGE>   19

         DEBENTURES

         We authorized a total of $2,000,000 worth of 10% Convertible Debentures
and have issued a total of $691,000 for a minimum of $25,000 per Debenture. The
Debentures bear interest at the rate of 10% per annum, payable at the time of
each conversion into cash or our common shares, at our option. The Debentures
mature one year after date of issuance, subject to prior conversion. We may
convert the Debentures into our common shares under terms established by us. We
may also redeem the Debentures at any time under terms established by us.

                                     PART II

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON SHARES AND
        OTHER SHAREHOLDER MATTERS.

         (a) Principal Market or Markets

         Our common shares began trading under the symbol "MMUS" in July 1999.
Prior to that time, the securities traded under the name of Oxford Financial
Holdings, Ltd. "OXFH." There are no quotes available for this period. Market
makers and other dealers provide bid and ask quotations of our Common Stock
under the symbol "MMUS". Trading is conducted in the over-the-counter market on
the NASD's "Electronic Bulletin Board,"

         The table below represents the range of high and low bid quotations of
our common shares as reported during the reporting period herein. The following
bid price market quotations represent prices between dealers and does not
include retail markup, markdown, or commissions; hence, they may not represent
actual transactions.

Fiscal Year 1999           High                 Low
                           ----                 ---

  Third Quarter           $1.01                $0.25
  Common Shares

  Fourth Quarter          $3.125               $0.78125
  Common Shares


19
<PAGE>   20

         (b) Approximate Number of Holders of Common Stock

         As of September 30, 1999, a total of 16,400,262 of our Common Shares
were outstanding and the number of holders of record of the Company's Common
Stock at that date was approximately 45.

         However, we estimate that it has a significantly greater number of
shareholders because a substantial number of our shares are held in nominee
names by our market makers.

         (c) Dividends

         Holders of common stock are entitled to receive such dividends as may
be declared by our Board of Directors. We paid no dividends on the common stock
during the periods reported herein nor do we anticipate paying dividends at any
time in the foreseeable future.

ITEM 2. LEGAL PROCEEDINGS;

         Our subsidiary, Mighty Mack USA, Ltd., a private Mississippi
Corporation, was recently named a defendant in a lawsuit commenced in Louisiana
by Alpha Distributing Company, Inc. The lawsuit claims breach of contract
concerning certain sales and distribution rights of the Mississippi company's
products, which rights were set forth in a written contract. The plaintiff
sought a permanent injunction as to the sales and distribution rights but did
not ask for damages. The case has been continued without a date for further
proceedings. Given this situation, we do not believe that there is a reasonable
probability of a loss to us in this case. This case was pending in the 22nd
Judicial District Court, Parish of St. Tammany, State of Louisiana.

         Otherwise, we know of no legal proceedings of a material nature pending
or threatened or judgments entered against any director or officer of our
Company in his/her capacity as such.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

         We did not have any disagreements on accounting and financial
disclosures with our accounting firm during the reporting period.


20
<PAGE>   21

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.

         The following shareholders acquired their respective shares in our
Company in June 1999 as a result of our acquisition of Mighty Mack USA, Ltd., a
Mississippi corporation.

<TABLE>
<CAPTION>
         Name                                        Number of Shares
         ----                                        ----------------
<S>                                                       <C>
ROBERT C. FURRER                                          6,881,931
MARTIN F. SCHNEIDER                                       6,656,795
JOSEPH M. BROWN                                              26,404
CHARLES WASHBURN                                             28,000
WINSTON WOOD                                                     28
GARY JOHNSON                                                    112
JOHN G. WILLIAMS                                             50,000
ROBERT LEVENTHAL                                              6,608
STACEY SCHNEIDER                                            100,000
RICHARD BELL                                                    266
PAUL P. LIUCCI                                                  798
RICHARD W. FURRER                                            66,010
ROBERT T. FURRER                                             26,404
HELEN ANN MILES                                                 266
DEBBIE RUSK                                                     266
MICHAEL LOUVIER                                                  56
LYNN & HOWARD KLEIN                                              56
MARILYN SCHNEIDER                                            26,404
MARILYN SCHNEIDER & JEREMY BLAUFARB                          13,202
MARILYN SCHNEIDER & JASON BLAUFARB                           13,202
DAVID W. COOK                                                 2,898
RUBIN ACKMAN                                                     28
KAREN OWENS                                                     266
JOSEPH B. LA ROCCO                                          100,000

TOTAL SHARES                                             14,000,000
</TABLE>

         All of the issued and outstanding shares of our common stock were
issued in accordance with the exemption from registration afforded by Section
4(2) of the Securities Act of 1933, as amended. All of the investors are
considered to be sophisticated investors because of their previous investment
experience and access to information on us necessary to make an informed
investment decision.

         In September, 1999, we sold $691,000 worth of 10% Convertible
Debentures for $25,000 per Debenture to the entities indicated below:

         Name                                                Amount
         Calp II Limited Partnership                        $250,000
         Moro, Inc.                                          $50,000
         John F. Marsden                                    $100,000
         Norman Goldstein                                    $66,000
         Barry Allan Fleck                                   $75,000
         Gary Fleck                                          $50,000
         Arab Commerce Bank, Ltd.                            $75,000
         Lufeng Investments, Ltd.                            $25,000

21
<PAGE>   22

         All of the Debentures were issued in accordance with the exemption from
registration afforded by Sections 4(2) and 4(6) of the Securities Act of 1933,
as amended and Rule 506 thereunder. All of the investors are considered to be
sophisticated and/or accredited investors because of their previous investment
experience and access to information on us necessary to make an informed
investment decision.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Our Articles of Incorporation authorize the Board of Directors, on
behalf of us and without shareholder action, to exercise all of our powers of
indemnification to the maximum extent permitted under the applicable statute.
Title 7 of the Colorado Revised Statutes, 1986 Replacement Volume ("CRS"), as
amended, permits us to indemnify its directors, officers, employees,
fiduciaries, and agents as follows:

         Section 7-109-102 of CRS permits a corporation to indemnify such
persons for reasonable expenses in defending against liability incurred in any
legal proceeding if:

         (a) The person conducted himself or herself in good faith;

         (b) The person reasonably believed:

              (1) In the case of conduct in an official capacity with the
corporation, that his or her conduct was in the corporation's best interests;
and

              (2) In all other cases, that his or her conduct was at least not
opposed to the corporation's best interests; and

         (c) In the case of any criminal proceeding, the person had no
reasonable cause to believe that his or her conduct was unlawful.

A Corporation may not indemnify such person under this Section 7-109-102 of CRS:

         (a) In connection with a proceeding by or in the right of the
corporation in which such person was adjudged liable to the corporation; or

         (b) In connection with any other proceeding charging that such person
derived an improper benefit, whether or not involving action in an official
capacity, in which proceeding such person was adjudged liable on the basis that
he or she derived an improper personal benefit.

         Unless limited by the Articles of Incorporation, and there are not such
limitations with respect to the Company, Section 7-109-103 of CRS requires that
the corporation shall indemnify such a person against reasonable expenses who
was wholly successful, on the merits or otherwise, in the defense of any
proceeding to which the person was a party because of his status with the
corporation.


22
<PAGE>   23

         Under Section 7-109-104 of CRS, the corporation may pay reasonable fees
in advance of final disposition of the proceeding if:

         (a) Such person furnishes to the corporation a written affirmation of
the such person's good faith belief that he or she has met the Standard of
Conduct described in Section 7-109-102 of CRS;

         (b) Such person furnishes the corporation a written undertaking,
executed personally or on person's behalf, to repay the advance if it is
ultimately determined that he or she did not meet the Standard of Conduct in
Section 7-109-102 of CRS; and

         (c) A determination is made that the facts then known to those making
the determination would not preclude indemnification.

         Under Section 7-109-106 of CRS, a corporation may not indemnify such
person, including advanced payments, unless authorized in the specific case
after a determination has been made that indemnification of such person is
permissible in the circumstances because he met the Standard of Conduct under
Section 7-109-102 of CRS and such person has made the specific affirmation and
undertaking required under the statute. The required determinations are to be
made by a majority vote of a quorum of the Board of Directors, utilizing only
directors who are not parties to the proceeding. If a quorum cannot be obtained,
the determination can be made by a majority vote of a committee of the Board,
which consists of at least two directors who are not parties to the proceeding.
If neither a quorum of the Board nor a committee of the Board can be
established, then the determination can be made either by the Shareholders or by
independent legal counsel selected by majority vote of the Board of Directors.

         The corporation is required by Section 7-109-110 of CRS to notify the
shareholders in writing of any indemnification of a director with or before
notice of the next shareholders' meeting.

         Under Section 7-109-105 of CRS, such person may apply to any court of
competent jurisdiction for a determination that such person is entitled under
the statute to be indemnified from reasonable expenses.

         Under Section 7-107(1)(c) of CRS, a corporation may also indemnify and
advance expenses to an officer, employee, fiduciary, or agent who is not a
director to a greater extent than the foregoing indemnification provisions, if
not inconsistent with public policy, and if provided for in the corporation's
bylaw, general or specific action of the Board of Directors, or shareholders, or
contract.

         Section 7-109-108 of CRS permits the corporation to purchase and
maintain insurance to pay for any indemnification of reasonable expenses as
discussed herein.

23
<PAGE>   24

         The indemnification discussed herein shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under the Articles
of Incorporation, any Bylaw, agreement, vote of shareholders, or disinterested
directors, or otherwise, and any procedure provided for by any of the foregoing,
both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of
heirs, executors, and administrators of such a person.

         Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expense incurred
or paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

24
<PAGE>   25
                                   PART F/S

                             MIGHTY MACK USA, LTD.
                                 Balance Sheet
                                 March 31, 2000
                                  (Unaudited)


<TABLE>
<CAPTION>

                                                             March 31, 2000      June 30, 1999
                                                             --------------     ---------------

ASSETS:

<S>                                                          <C>                <C>
Cash                                                         $            56    $            --
Loans Receivable - Officers                                           10,000                674
Escrow Account                                                           392                 --
Employee Advances                                                      1,400                 --
Inventory                                                          4,662,000          4,662,000
                                                             ---------------    ---------------

CURRENT ASSETS                                                     4,673,848          4,662,674

PROPERTY/EQUIPMENT

Transportation, net of Depreciation $200                              11,800             11,800
Buildings/Homes, net of Depreciation $6,105                          974,000            974,000
Furniture/Fixtures, net of Depreciation $1,997                        53,922             53,922
Office Equipment, net of Depreciation $591                            16,591             16,591
Plant Equipment, net of Depreciation $24,398                         590,109            423,237
                                                             ---------------    ---------------

TOTAL PROPERTY/EQUIPMENT                                           1,646,422          1,479,550

OTHER ASSETS

Trade Names, Patent, net of Amortization $625                         99,375             99,792
                                                             ---------------    ---------------

TOTAL OTHER ASSETS                                                    99,375             99,792
                                                             ---------------    ---------------

TOTAL ASSETS                                                 $     6,419,645    $     6,242,016
                                                             ===============    ===============


LIABILITIES/STOCKHOLDERS' EQUITY

Accounts Payable                                                     140,410             68,344
Accrued Expenses                                                      63,018             32,886
Debentures Payable (10% convertible)                                 691,000                 --
Notes Payable                                                      3,018,236          2,900,000
Royalty Fee Payable                                                3,000,000          3,000,000
                                                             ---------------    ---------------

TOTAL CURRENT LIABILITIES                                          6,912,664          6,001,230

STOCKHOLDERS' EQUITY

Preferred Stock, Class A, 5,000,000 shares authorized,
    no par value, none outstanding
Common Stock, 50,000,000 shares authorized,
    no par value, issued and outstanding 16,400,262                  507,015            507,015
Retained Deficit                                                  (1,000,034)          (265,542)
                                                             ---------------    ---------------

TOTAL STOCKHOLDERS' EQUITY                                          (493,019)           241,473
                                                             ---------------    ---------------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                     $     6,419,645    $     6,242,703
                                                             ===============    ===============
</TABLE>



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




<PAGE>   26





                              MIGHTY MACK USA, LTD.
                              Stockholders' Equity
                                 March 31, 2000
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                                                                       RETAINED          TOTAL
                                          PREFERRED STOCK                    COMMON STOCK              EARNINGS/      STOCKHOLDERS'
DESCRIPTION                            SHARES           AMOUNT           SHARES         AMOUNT         (DEFICIT)         EQUITY
                                   -------------    -------------    -------------   -------------   -------------    -------------

<S>                                <C>              <C>              <C>             <C>             <C>              <C>
Balance - June 30, 1998                  335,000    $       3,350        2,400,000   $       2,000   $      (5,350)   $          --

Cancellation and Issuance               (335,000)          (3,350)      14,000,262         505,015              --          501,665
    of Stock for Acquisition

Net Loss June 30, 1999                        --               --               --              --        (260,192)        (260,192)
                                   -------------    -------------    -------------   -------------   -------------    -------------

Balance - June 30, 1999                       --               --       16,400,262         507,015        (265,542)         241,473

Net Loss 3/31/2000                            --               --               --              --        (734,492)        (734,492)
                                   -------------    -------------    -------------   -------------   -------------    -------------

Balance - March 31, 2000                      --    $          --       16,400,262   $     507,015   $  (1,000,034)   $    (493,019)
                                   =============    =============    =============   =============   =============    =============
</TABLE>





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

<PAGE>   27


                              MIGHTY MACK USA, LTD.
                            Statement of Operations
                    For the Nine-Months Ended March 31, 2000
                                  (Unaudited)




<TABLE>
<CAPTION>

                                              For Six-Months       For Year
                                                  Ended             Ended
REVENUES:                                     March 31, 2000     June 30, 1999
                                             ---------------    ---------------

<S>                                          <C>                <C>
     Product Sales                           $        17,001    $         4,736
     Other Income                                      4,300                 --
                                             ---------------    ---------------

TOTAL REVENUES                                        21,301              4,736

     Cost of Goods Sold                               (5,000)            (1,174)
                                             ---------------    ---------------

GROSS MARGIN                                 $        16,301    $         3,562
                                             ---------------    ---------------

OPERATING EXPENSES

     Interest Expense                                     --             21,334
     Operating Costs                                  18,850            170,804
     General & Administrative                         33,379             71,616
                                             ---------------    ---------------

TOTAL OPERATING EXPENSES                              52,229            263,754
                                             ---------------    ---------------

NET LOSS                                     $       (35,928)   $      (260,192)
                                             ===============    ===============

LOSS PER SHARE                               $         (0.04)   $         (0.10)
                                             ===============    ===============

WEIGHTED AVERAGE SHARES OUTSTANDING               16,400,262          2,600,011
                                             ===============    ===============
</TABLE>

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

<PAGE>   28

                              MIGHTY MACK USA, LTD.
                             Statement of Cash Flow
                    For the Nine-Months Ended March 31, 2000
                                  (Unaudited)





<TABLE>
<CAPTION>


                                                           For the Nine-Months     For the Year
                                                                  Ended               Ended
                                                              March 31, 2000       June 30, 1999
                                                           -------------------    --------------

<S>                                                        <C>                     <C>
CASH FLOW FROM OPERATING ACTIVITIES

Net Income (Loss)                                          $          (734,492)         (260,192)

Reconciliation of Net Income (Loss) to Net Cash
    Provided by (Used In) Operating Activities
    Depreciation and Amortization                                       33,916            10,440

(Increase) Decrease In:
    Accounts Receivable                                                    674              (674)

Increase (Decrease) In:
    Accounts Payable                                                    72,066            65,844
    Accrued Expenses                                                    30,132            29,537
                                                           -------------------    --------------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                   (597,704)         (155,045)

CASH FLOWS USED FOR INVESTING ACTIVITIES
     Investment in Property & Equipment                               (211,476)         (549,970)
                                                           -------------------    --------------

NET CASH PROVIDED BY INVESTING ACTIVITIES                             (211,476)         (549,970)

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from Notes Payable                                       118,236           200,000
     Debentures Payable                                                691,000           505,015
                                                           -------------------    --------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                              809,236           705,015

NET INCREASE IN CASH AND CASH EQUIVALENTS                                   56                --

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                             --                --

CASH AND CASH EQUIVALENTS - END OF PERIOD                  $                56    $           --
                                                           ===================    ==============

SUPPLEMENTAL DISCLOSURE

CASH PAID DURING THE YEAR FOR:
     Interest                                                               --                --
     Income Taxes                                                           --                --
</TABLE>



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

<PAGE>   29



                              MIGHTY MACK USA, LTD
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                    For the Nine-Months Ended March 31, 2000


NOTE 1 - ORGANIZATION AND PRESENTATION:

       Organization:

       On July 19, 1996, Oxford Financial Holdings, Ltd. (the Company) was
       incorporated under the laws of Colorado to engage in all aspects of
       business consulting and information retrieval.

       Mighty Mack USA, LTD was incorporated in the state of Mississippi on
       November 9, 1998. Mighty Mack USA, LTD, a Mississippi Company, and Oxford
       Financial Holdings, LTD., a Colorado corporation, merged on June 15,
       1999. The merger was treated as a reverse acquisition for accounting
       purposes with Mighty Mack USA, LTD. as the acquirer and Oxford Financial
       Holdings, LTD as the acquiree based upon Mighty Mack USA, LTD then
       current officers and directors assuming management control of the
       resulting entity and the value and ownership interest being received by
       current Mighty Mack USA, LTD. stockholders exceeding that received by
       Oxford Financial Holdings, LTD stockholders. The Company changed its name
       to Mighty Mack USA, LTD.

       The Mississippi Corporation, Mighty Mack exchanged 53,022,950 shares or
       100% of its common stock for 14,000,000 shares of common stock in the
       Company. The Company may be issuing 1,600,000 additional shares to
       various consultants as part of the transaction. Also the Company canceled
       the 335,000 shares of preferred stock that was outstanding leaving no
       shares of preferred stock outstanding after the consummation of the
       merger.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

       These financial statements are presented on the accrual method of
       accounting in accordance with generally accepted accounting principles.
       Significant principles followed by the Company and the methods of
       applying those principles, which materially affect the determination of
       financial position and cash flows, are summarized below:

       DESCRIPTION OF BUSINESS

       Mighty Mack USA, LTD markets, manufactures & wholesales HydroCarbon
       Absorbents & Environmental Remediation Products. The Company develops
       marketing and distribution outlets for its' products through established
       retail and wholesale distributors through out the country.

       REVENUE RECOGNITION

       Product Sales are sales of bag and bulk product manufactured by the
       company. Revenue is recognized at the time of sale.

       INVENTORY

       Inventory at March 31, 2000 by major classification is:

<TABLE>

<S>                                                              <C>
             Raw Materials and Work-in-Process                   $   4,176,020
             Finished Goods                                      $     485,980
                                                                 -------------
             Total Inventory                                     $   4,662,000
                                                                 =============
</TABLE>



<PAGE>   30



                              MIGHTY MACK USA, LTD
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                    For the Nine-Months Ended March 31, 2000

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

         CASH AND CASH EQUIVALENTS

         The Company considers all highly liquid debt instruments, purchased
         with an original maturity of three months or less, to be cash
         equivalents.

         ACCOUNTING FOR IMPAIRMENTS IN LONG-LIVED ASSETS:

         Long-lived assets and identifiable intangibles are reviewed for
         impairment whenever events or changes in circumstances indicate that
         the carrying amounts of assets may not be recoverable. Management
         periodically evaluates the carrying value and the economic useful life
         of its long-lived assets based on the Company's operating performance
         and the expected future undiscounted cash flows and will adjust the
         carrying amount of assets which may not be recoverable. Management
         believes that long-lived assets in the balance sheet are appropriately
         valued.

         PROPERTY AND EQUIPMENT

         Property and equipment is stated at cost. The cost of ordinary
         maintenance and repairs is charged to operations while renewals and
         replacements are capitalized. Depreciation is computed on the
         straight-line method over the following estimated useful lives:

<TABLE>

<S>                                                            <C>
           Furniture and fixtures                              7 years
           Computer equipment and software                    3- years
           Plant equipment                                      5 year
           Buildings                                          40 years
</TABLE>


         FEDERAL INCOME TAX:

         The Company accounts for income taxes under SFAS No. 109, which
         requires the asset and liability approach to accounting for income
         taxes. Under this approach, deferred income taxes are determined based
         upon differences between the financial statement and tax bases of the
         Company's assets and liabilities and operating loss carryforwards using
         enacted tax rates in effect for the years in which the differences are
         expected to reverse. Deferred tax assets are recognized if it is more
         likely than not that the future tax benefit will be realized.

         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 of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and the reported amounts of revenue
         and expenses during the reporting period. Actual results could differ
         from those estimates.

         TRADE NAMES AND PATENTS

         The Company has valued its trade names and patents at $100,000. These
         items are being amortized over a forty-year period.


<PAGE>   31



                              MIGHTY MACK USA, LTD
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                    For the Nine-Months Ended March 31, 2000

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

         FAIR VALUE OF FINANCIAL INSTRUMENTS

         The Company's financial instruments include cash, cash equivalents and
         notes payable. Estimates of fair value of these instruments are as
         follows:

                  Cash and cash equivalents - The carrying amount of cash and
                  cash equivalents approximates fair value due to the relatively
                  short maturity of these instruments.

                  Notes payable - The carrying amount of the Company's notes
                  payable approximate fair value based on borrowing rates
                  currently available to the Company for borrowings with
                  comparable terms and conditions.


NOTE 3 - PROPERTY AND EQUIPMENT:

         Property and equipment consist of the following as of March 31, 2000

<TABLE>

<S>                                                  <C>
               Land                                  $      105,000
               Furniture and fixtures                        55,919
               Computer equipment and software               17,182
               Plant equipment                              614,507
               Transportation                                12,000
                                                     --------------
               Building                                     875,105
                                                     --------------

               Subtotal                                   1,679,713
               Less:  Accumulated depreciation              (33,291)
                                                     --------------

                                                     $    1,646,422
                                                     ==============
</TABLE>


NOTE 4 - 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 there are no income taxes currently due.
         Also, there were no material differences between recorded book basis
         and tax basis at September 30, 1999.

         The Company follows Financial Accounting Standards Board Statement No.
         109, "Accounting for Income Taxes" (SFAS #109), which requires, among
         other things, an asset and liability approach to calculating deferred
         income taxes. As of March 31, 2000, the Company has a net operating
         loss carry forward of $1,000,034, which has been fully reserved through
         a valuation allowance.



<PAGE>   32



                              MIGHTY MACK USA, LTD
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                    For the Nine-Months Ended March 31, 2000


NOTE 4 - INCOME TAXES (CONT.)

As of March 31, 2000, the Company had a net operating loss carry forward for
federal income tax purposes approximately equal to the accumulated deficit
recognized for book purposes, which will be available to reduce future taxable
income. The full realization of the tax benefit associated with the carry
forward depends predominantly upon the Company's ability to generate taxable
income during the carry forward period. Because of the current uncertainty of
realizing such tax assets in the future, a valuation allowance has been recorded
equal to the amount of the net deferred tax asset, which caused the Company's
effective tax rate to differ from the statutory income tax rate. The net
operating loss carry forward, if not utilized, will begin to expire in the year
2013.


NOTE 5 - NOTES PAYABLE

Notes payable consist of the following at March 31, 2000:

<TABLE>

<S>                                                                                     <C>
     Note - Robert C. Furrer, Officer & Director, at 8% annual interest rate.           $  242,311

     Note - Martin F. Schneider, Officer & Director, at 8% annual interest rate.        $  250,100

     Note - Product Services Co., Inc. for assets purchase agreement
           at 8% annual interest rate, remaining balance                                $2,525,825
                                                                                        ----------
                                                                                        $3,018,236
                                                                                        ==========
</TABLE>

NOTE 6 - PRODUCT AND ASSET PURCHASE AGREEMENT

         The Company entered into an agreement on February 1, 1999 to acquire
         substantially all of the products of Product Services Co., Inc. a
         Mississippi Corporation and Theodore Dickerson. This purchase also
         includes the real estate items of a storage plant and land at Valley
         Park, Mississippi. This purchase includes certain intellectual property
         assets made up of patents, trademarks, trade names and security
         interests. This purchase agreement is for $6,000,000 made up of
         $3,000,000 due up front and $3,000,000 due as a royalty payment
         comprised of three percent of the wholesale price of product up to a
         maximum of $3,000,000. The total balance of the royalty payment is due
         and payable by January 31, 2002 no matter whether the sales have
         occurred or not.

NOTE 7 - REALIZATION OF ASSETS

         The accompanying financial statements have been prepared in conformity
         with generally accepted accounting principles, which contemplates
         continuation of the Company as a going concern. However, the Company
         has sustained a substantial operation loss this year. As shown in the
         financial statements, the Company incurred a net loss of $1,000,034. At
         March 31, 2000, current liabilities exceed current assets by
         $2,238,816. The financial statements do not include any adjustments
         relating to the recoverability and classification of recorded assets,
         or the amounts and classification of liabilities that might be
         necessary in the event the Company cannot continue in existence.

         In view of these matters, realization of a major portion of the assets
         in the accompanying balance sheet is dependent upon continued
         operations of the Company, which in turn is dependent upon the
         Company's ability to meet its financial requirements, and the success
         of its future operations. Management believes that actions presently
         being taken to revise the Company's operating and financial
         requirements provide the opportunity for the Company to continue as a
         going concern.


<PAGE>   33



                              MIGHTY MACK USA, LTD
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                    For the Nine-Months Ended March 31, 2000

NOTE 8 - RELATED PARTY TRANSACTION

         The officers and directors of the Company are involved in other
         business activities and may, in the future, become involved in other
         business opportunities. If a specific business opportunity becomes
         available, such persons may face a conflict in selecting between the
         Company and their other business interests. The Company is formulating
         a policy for the resolution of such conflicts.

NOTE 9 - DEBENTURES

         In December, 1999 the Company sold $691,000 worth of 10% Convertible
         Debentures for $25,000 per Debenture. All of the Debentures were issued
         in accordance with the exemption from registration afforded by Sections
         4(2) and 4(6) of the Securities Act of 1933, as amended and Rule 506
         thereunder.

<PAGE>   34




                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors of
Mighty Mack USA, LTD
Lena, MS


We have audited the accompanying balance sheet of Mighty Mack USA, LTD as of
June 30, 1999 and the related statements of operations, stockholders' equity,
and cash flows for the for the period from inception November 9, 1998 to June
30, 1999. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audit in accordance with generally accepted auditing standards.
These 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 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 Mighty Mack USA, LTD as of June
30, 1999, and the results of their operations and their cash flows for the year
then ended in conformity with generally accepted accounting principles.

As shown in the financial statements, the company incurred a net loss of
$260,192 for 1999. At June 30, 1999, current liabilities exceed current assets
by $1,338,556. These factors indicate that the company has substantial doubt
about its ability to continue as a going concern. The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts and classification of liabilities that might be
necessary in the event the company cannot continue in existence.


/s/ Michael Johnson & Company
---------------------------------
Michael Johnson & Company

Denver, Colorado
August 11, 1999



<PAGE>   35



                              MIGHTY MACK USA, LTD
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999

NOTE 1 - ORGANIZATION AND PRESENTATION:

       Organization:

       On July 19, 1996, Oxford Financial Holdings, Ltd. (the Company) was
       incorporated under the laws of Colorado to engage in all aspects of
       business consulting and information retrieval. Mighty Mack USA, LTD was
       incorporated in the state of Mississippi on November 9, 1998. Mighty Mack
       USA, LTD, a Mississippi Company, and Oxford Financial Holdings, LTD., a
       Colorado corporation, merged on June 15, 1999. The merger was treated as
       a reverse acquisition for accounting purposes with Mighty Mack USA, LTD.
       as the acquirer and Oxford Financial Holdings, LTD as the acquiree based
       upon Mighty Mack USA, LTD then current officers and directors assuming
       management control of the resulting entity and the value and ownership
       interest being received by current Mighty Mack USA, LTD. stockholders
       exceeding that received by Oxford Financial Holdings, LTD stockholders.
       The Company changed its name to Mighty Mack USA, LTD.

       The Mississippi Corporation, Mighty Mack exchanged 53,022,950 shares or
       100% of its common stock for 14,000,000 shares of common stock in the
       Company. The Company may be issuing 1,600,000 additional shares to
       various consultants as part of the transaction. Also the Company canceled
       the 335,000 shares of preferred stock that was outstanding leaving no
       shares of preferred stock outstanding after the consummation of the
       merger.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

       These financial statements are presented on the accrual method of
       accounting in accordance with generally accepted accounting principles.
       Significant principles followed by the Company and the methods of
       applying those principles, which materially affect the determination of
       financial position and cash flows, are summarized below:

       DESCRIPTION OF BUSINESS

       Mighty Mack USA, LTD markets, manufactures & wholesales HydroCarbon
       Absorbents & Environmental Remediation Products. The Company develops
       marketing and distribution outlets for its' products through established
       retail and wholesale distributors through out the country.

       REVENUE RECOGNITION

       Product Sales are sales of bag and bulk product manufactured by the
       company. Revenue is recognized at the time of sale when delivery is made
       and accepted.

       INVENTORY

       Inventory at June 30, 1999 by major classification is:

<TABLE>
<S>                                                 <C>
             Raw Materials and Work-in-Process      $  4,176,020
             Finished Goods                         $    485,980
                                                    ------------
             Total Inventory                        $  4,662,000
                                                    ============
</TABLE>

         There has been no change in the inventory due to the sales of samples
only and no inventory items sold.

<PAGE>   36



                              MIGHTY MACK USA, LTD
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

         CASH AND CASH EQUIVALENTS

         The Company considers all highly liquid debt instruments, purchased
         with an original maturity of three months or less, to be cash
         equivalents.

         ACCOUNTING FOR IMPAIRMENTS IN LONG-LIVED ASSETS:

         Long-lived assets and identifiable intangibles are reviewed for
         impairment whenever events or changes in circumstances indicate that
         the carrying amounts of assets may not be recoverable. Management
         periodically evaluates the carrying value and the economic useful life
         of its long-lived assets based on the Company's operating performance
         and the expected future undiscounted cash flows and will adjust the
         carrying amount of assets which may not be recoverable. Management
         believes that long-lived assets in the balance sheet are appropriately
         valued.

         PROPERTY AND EQUIPMENT

         Property and equipment is stated at cost. The cost of ordinary
         maintenance and repairs is charged to operations while renewals and
         replacements are capitalized. Depreciation is computed on the
         straight-line method over the following estimated useful lives:

<TABLE>
<S>                                                          <C>
           Furniture and fixtures                              7 years
           Computer equipment and software                     3-years
           Plant equipment                                      5 year
           Buildings                                          40 years
</TABLE>


         FEDERAL INCOME TAX:

         The Company accounts for income taxes under SFAS No. 109, which
         requires the asset and liability approach to accounting for income
         taxes. Under this approach, deferred income taxes are determined based
         upon differences between the financial statement and tax bases of the
         Company's assets and liabilities and operating loss carryforwards using
         enacted tax rates in effect for the years in which the differences are
         expected to reverse. Deferred tax assets are recognized if it is more
         likely than not that the future tax benefit will be realized.

         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 of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and the reported amounts of revenue
         and expenses during the reporting period. Actual results could differ
         from those estimates.

         TRADE NAMES AND PATENTS

         The Company has valued its trade names and patents at $100,000. These
         items are being amortized over a forty-year period.

<PAGE>   37



                              MIGHTY MACK USA, LTD
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

         FAIR VALUE OF FINANCIAL INSTRUMENTS

         The Company's financial instruments include cash, cash equivalents and
         notes payable. Estimates of fair value of these instruments are as
         follows:

                  Cash and cash equivalents - The carrying amount of cash and
                  cash equivalents approximates fair value due to the relatively
                  short maturity of these instruments.

                  Notes payable - The carrying amount of the Company's notes
                  payable approximate fair value based on borrowing rates
                  currently available to the Company for borrowings with
                  comparable terms and conditions.


NOTE 3 - PROPERTY AND EQUIPMENT:

         Property and equipment consist of the following as of June 30, 1999.

<TABLE>
<S>                                                         <C>
               Land                                         $  105,000
               Furniture and fixtures                           55,919
               Computer equipment and software                   7,102
               Plant equipment                                 453,448
               Building                                        869,000
                                                            ----------
               Subtotal                                      1,490,469
               Less:  Accumulated depreciation                (10,232)
                                                            ----------
                                                            $1,480,237
                                                            ==========
</TABLE>

NOTE 4 - 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 there are no income taxes currently due.
         Also, there were no material differences between recorded book basis
         and tax basis at June 30, 1999.

         The Company follows Financial Accounting Standards Board Statement No.
         109, "Accounting for Income Taxes" (SFAS #109), which requires, among
         other things, an asset and liability approach to calculating deferred
         income taxes. As of June 30, 1999, the Company has a deferred tax asset
         of $62,500 primarily for its net operating loss carry forward which has
         been fully reserved through a valuation allowance.



<PAGE>   38
                              MIGHTY MACK USA, LTD
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999

NOTE 4 - INCOME TAXES (cont.)

As of June 30, 1999, the Company had a net operating loss carry forward for
federal income tax purposes approximately equal to the accumulated deficit
recognized for book purposes, which will be available to reduce future taxable
income. The full realization of the tax benefit associated with the carry
forward depends predominantly upon the Company's ability to generate taxable
income during the carry forward period. Because of the current uncertainty of
realizing such tax assets in the future, a valuation allowance has been recorded
equal to the amount of the net deferred tax asset, which caused the Company's
effective tax rate to differ from the statutory income tax rate. The net
operating loss carry forward, if not utilized, will begin to expire in the year
2010.

NOTE 5 - NOTES PAYABLE

Notes payable consist of the following at June 30, 1999:

<TABLE>
<S>                                                                                     <C>
    Note - Robert C. Furrer, Officer & Director, at 8% annual interest rate,
           due on demand                                                                $  100,000

    Note - Martin F. Schneider, Officer & Director, at 8% annual interest rate,
           due on demand                                                                $  100,000

    Note - Product Services Co., Inc. for assets purchase agreement
           at 8% annual interest rate, remaining balance                                $2,700,000
                                                                                        ----------
                                                                                        $2,900,000
                                                                                        ==========
</TABLE>

NOTE 6 - PRODUCT AND ASSET PURCHASE AGREEMENT

         The Company entered into an agreement on February 1, 1999 to acquire
         substantially all of the products of Product Services Co., Inc. a
         Mississippi Corporation and Theodore Dickerson. This purchase also
         includes the real estate items of a storage plant and land at Valley
         Park, Mississippi. This purchase includes certain intellectual property
         assets made up of patents, trademarks, trade names and security
         interests. This purchase agreement is for $6,000,000 made up of
         $3,000,000 due up front and $3,000,000 due as a royalty payment
         comprised of three percent of the wholesale price of product up to a
         maximum of $3,000,000. The total balance of the royalty payment is due
         and payable by January 31, 2002 no matter whether the sales have
         occurred or not.

         The breakdown of the purchase price is as follows:

<TABLE>
<S>                                                  <C>
                  Inventory                          $4,409,531
                  Property & Equipment                1,490,469
                  Patents & Trademarks                  100,000
                                                     ----------
                      Total Purchase Price           $6,000,000
                                                     ==========
</TABLE>

NOTE 7 - REALIZATION OF ASSETS

         The accompanying financial statements have been prepared in conformity
         with generally accepted accounting principles, which contemplates
         continuation of the Company as a going concern. However, the Company
         has sustained a substantial operation loss this year. As shown in the
         financial statements, the Company incurred a net loss of $260,192 for
         1999. At June 30, 1999, current liabilities exceed current assets by
         $1,338,556. These factors indicate that the company has substantial
         doubt about its ability to continue as a going concern. The financial
         statements do not include any adjustments relating to the
         recoverability and classification of recorded assets, or the amounts
         and classification of liabilities that might be necessary in the event
         the Company cannot continue in existence.

         In view of these matters, realization of a major portion of the assets
         in the accompanying balance sheet is dependent upon continued
         operations of the Company, which in turn is dependent upon the
         Company's ability to meet its financial requirements, and the success
         of its future operations. Management believes that actions presently
         being taken to revise the Company's operating and financial
         requirements provide the opportunity for the Company to continue as a
         going concern.



<PAGE>   39



                              MIGHTY MACK USA, LTD
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999

NOTE 8 - RELATED PARTY TRANSACTION

         The officers and directors of the Company are involved in other
         business activities and may, in the future, become involved in other
         business opportunities. If a specific business opportunity becomes
         available, such persons may face a conflict in selecting between the
         Company and their other business interests. The Company is formulating
         a policy for the resolution of such conflicts.


<PAGE>   40




                              MIGHTY MACK USA, LTD
                                 Balance Sheet
                                 June 30, 1999


<TABLE>
<S>                                                                       <C>
ASSETS

CURRENT ASSETS:

Accounts receivable                                                       $           674
Inventory                                                                       4,662,000
                                                                          ---------------
TOTAL CURRENT ASSETS                                                            4,662,674

PROPERTY AND EQUIPMENT:
Property and Equipment, net of accumulated                                      1,480,237
                                                                          ---------------
     Depreciation of $10,232

OTHER ASSETS:
Trade Names, Patents, Net of Accumulated                                           99,792
                                                                          ---------------
     Amortization of $208

TOTAL  ASSETS:                                                            $     6,242,703
                                                                          ===============


LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:

Accounts payable                                                          $        68,344
Accrued expenses                                                                   32,886
Notes payable                                                                   2,900,000
Royalty Fee Payable                                                             3,000,000
                                                                          ---------------
TOTAL CURRENT LIABILITIES                                                       6,001,230

TOTAL LIABILITIES                                                               6,001,230

STOCKHOLDERS' EQUITY:
Preferred Stock, Class A Preferred, 5,000,000
     Shares Authorized, No Par Value, None Outstanding
Common stock, No Par Value, 50,000,000 Shares
Authorized, No Par Value, Issued and Outstanding 16,400,262                       507,015
Retained earnings (deficit)                                                      (265,542)
                                                                          ---------------
TOTAL STOCKHOLDERS' EQUITY                                                        241,473

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $     6,242,703
                                                                          ===============
</TABLE>



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

<PAGE>   41



                              MIGHTY MACK USA, LTD
                            Statement of Operations
                From Inception November 9, 1998 to June 30, 1999



<TABLE>
<S>                                                     <C>
REVENUE:

Product sales                                           $         4,736

COST OF GOODS SOLD                                               (1,174)
                                                        ---------------

GROSS MARGIN                                                      3,562
                                                        ---------------

OPERATING EXPENSES

Interest Expense                                                 21,334
Operating costs                                                 170,804
General and administrative                                       71,616
                                                        ---------------

TOTAL OPERATING EXPENSES                                        263,754
                                                        ---------------

NET INCOME (LOSS)                                       $      (260,192)
                                                        ===============

BASIC (LOSS) PER SHARE                                  $         (0.10)
                                                        ===============

BASIC WEIGHTED AVERAGE SHARES OUTSTANDING                     2,600,011
                                                        ===============
</TABLE>


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


<PAGE>   42


                              MIGHTY MACK USA, LTD
                              Stockholders' Equity
                                 June 30, 1999


<TABLE>
<CAPTION>

                                       PREFERRED STOCK                  COMMON STOCK             RETAINED          TOTAL
                                  --------------------------      -------------------------       EARNING      STOCKHOLDERS'
                                    SHARES          AMOUNT          SHARES         AMOUNT        (DEFICIT)        EQUITY
                                  ----------      ----------      ----------     ----------     ----------      ----------

<S>                               <C>             <C>             <C>            <C>            <C>             <C>
BALANCE: NOVEMBER 9, 1998            335,000      $    3,350       2,400,000     $    2,000     $   (5,350)     $       --

Cancellation and Issuance
     Of Stock for Acquisition       (335,000)         (3,350)     14,000,262        505,015             --         501,665

Net Loss June 30, 1999              (260,192)       (260,192)
                                  ----------      ----------      ----------     ----------     ----------      ----------

BALANCE-JUNE 30, 1999                     --      $       --      16,400,262     $  507,015     $ (265,542)     $  241,473
                                  ==========      ==========      ==========     ==========     ==========      ==========
</TABLE>

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


<PAGE>   43


                              MIGHTY MACK USA, LTD
                             Statement of Cash Flow
                From Inception November 9, 1998 to June 30, 1999




<TABLE>
<S>                                                                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

NET INCOME (LOSS)                                                         $      (260,192)
Reconciliation of Net Income (Loss) to Net Cash
     Provided by (Used In) Operating Activities
          Depreciation and Amortization                                            10,440

(INCREASE) DECREASE IN:
    Accounts Receivable                                                              (674)

INCREASE (DECEASE) IN:
    Accounts Payable                                                               65,844
    Accrued Expenses                                                               29,537
                                                                          ---------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                              (155,045)

CASH FLOWS USED FOR INVESTING ACTIVITIES
     Investment in Property & Equipment                                          (549,970)
                                                                          ---------------
                                                                          ---------------
NET CASH PROVIDED BY INVESTING ACTIVITIES                                        (549,970)
                                                                          ---------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from Notes Payable                                                  200,000
     Common Stock                                                                 505,015
                                                                          ---------------
                                                                          ---------------
Net Cash Provided by Financing Activities                                         705,015
                                                                          ---------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                              --

Cash and Cash Equivalents - Beginning of Period                                        --

Cash and Cash Equivalents - End of Period                                 $            --
                                                                          ---------------

SUPPLEMENTAL DISCLOSURE

CASH PAID DURING THE YEAR FOR:

     Interest                                                             $            --
     Income Taxes                                                         $            --

Inventory Acquisition Through Notes and Royalty Fee Payable                     4,362,000
Property and Equipment Acquisition Through Notes Payable                        1,190,469
Trade Names and Patents Acquisition Through Notes Payable                         100,000
</TABLE>



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







<PAGE>   44
                                    PART III

ITEM 1. INDEX TO EXHIBITS.

<TABLE>
<CAPTION>
  Exhibit                                                    Page or
  Number                   Description                       Cross Reference
  -------                  -----------                       ---------------
<S>                <C>                                       <C>
    3A*            Articles of Incorporation

    3B*            Amendment to Articles of Incorporation

    3C*            Bylaws

   10A*            Stock Purchase Agreement

   10B*            Purchase and Sale Agreement, with Addenda

   10C*            March 1, 2000 Addenda to Purchase and Sale Agreement
</TABLE>
-----------
* Previously filed.

ITEM 2. DESCRIPTION OF EXHIBITS.

     3A      Articles of Incorporation filed on July 19, 1996.

     3B      Amendment to Articles of Incorporation filed on July 16, 1999.

     3C      Bylaws approved on June 5, 1997.

    10A      Stock Purchase Agreement dated June, 1999.

    10B      Purchase and Sale Agreement dated February 1, 1999, with Addenda
             dated June 2, 1999, August 3, 1999, September 17, 1999, October 11,
             1999, and December 1, 1999

    10C      March 1, 2000 Addenda to Purchase and Sale Agreement

<PAGE>   45

                                   SIGNATURES

         In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                       Mighty Mack USA, Ltd.

Dated:  6/2/00                         By:  /s/ Robert C. Furrer
                                          --------------------------------
                                          Robert C. Furrer
                                          Chief Executive Officer

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

                                       CHIEF FINANCIAL OFFICER

Dated: 6/2/00                          By: /s/ Martin F. Schneider
                                          ---------------------------------
                                          Martin F. Schneider
                                          Chief Financial Officer

Dated: 6/2/00                          By: /s/ Charles K. Washburn
                                          ---------------------------------
                                          Charles K. Washburn
                                          Director

Dated: 6/2/00                          By: /s/ Theodore H. Dickerson
                                          ---------------------------------
                                          Theodore H. Dickerson
                                          Director
<PAGE>   46




                        EXHIBITS TO MIGHTY MACK USA, LTD.


    3A*       Articles of Incorporation

    3B*       Amendment to Articles of Incorporation

    3C*       Bylaws

   10A*       Stock Purchase Agreement

   10B*       Purchase and Sale Agreement, with Addenda

   10C*       March 1, 2000 Addenda to Purchase and Sale Agreement
----------
* Previously filed.




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