MIGHTY MACK USA LTD, 10SB12G/A, 2000-01-07

MIGHTY MACK USA LTD
10SB12G/A, 2000-01-07
MISC DURABLE GOODS

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT No. 1

FORM 10-SB

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.

<PAGE> 3

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 manufacturing and 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 Service Co., Inc. 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 acquired certain, 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 to date but have received an extension under Addenda to the
Purchase and Sale Agreement until March 1, 2000 to make this payment. We
continue to operate under these Addenda to the Purchase and Sale Agreement.

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

<PAGE> 4

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.

(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 United
States. 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.

The Retail Market

We estimate 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.

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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. 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 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. 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. 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.

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 ss.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

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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.
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.

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. There can be no
guarantee, however, that we will be able to successfully compete or to become
profitable.

(g) Backlog

At June 30, 1999, 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. 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. These products are as follows:

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<PAGE> 7

<TABLE>
<CAPTION>
PRODUCT PRIMARY APPLICATION
------- -------------------
<S> <C>
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

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
</TABLE>

(j) Government Regulation

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

(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 fiscal year ended June 30, 1999, we incurred
no material research and development costs.

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<PAGE> 8

(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

With the acquisition of the Mississippi Corporation, we have begun
generating revenues from its operations. As of our fiscal year end, June 30,
1999, these revenues have been minimal. We had total revenues for the fiscal
year of $4,736. Our total operating expenses were $263,754. As a result, we had
a net loss of $260,192 for the fiscal year. This was a loss of $0.10 per share.
Our revenues as of the period ended September 30, 1999 were $12,825. Our total
operating expenses were $679,638. As a result, we had an net loss of $670,738,
or $.03 per share for the quarter. Since the last fiscal year was our first year
of operations, we have no comparable figures for the previous year.

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 from operations will remain relatively constant during the coming
fiscal year as we implement our business plan.

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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.

Liquidity and Capital Resources

As of the end of the fiscal year and the first quarter, we had no cash
or cash equivalents. There was no significant change in working capital during
the fiscal year. In August 1999, we completed a private placement and raised
$691,000 and received loans from two of our affiliates of an additional
$100,000, all of which will be 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

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 and are continuing
to be used, to make the required modifications and test Year 2000 readiness. The
required modifications are complete.

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<PAGE> 10

In addition, we have been communicating with customers, suppliers,
banks, vendors and others with whom it does significant business (collectively)
its "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 are monitoring the Year 2000
preparations and state of readiness of our business partners. Although we are
not aware of any significant Year 2000 problems with our business partners,
there can be no guarantee that the systems of other organizations on which our
system relies will be converted in a timely manner, or that a failure to convert
by another organization, or a conversion that is incompatible with our systems,
would not have a material adverse effect on us.

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 are estimated to be less
than $10,000. These total costs, as well as the date on which we plan to
complete the Year 2000 modification and testing processes, are based on
management's best estimates. However, there can be no guarantee that these
estimates will be achieved, and actual results could differ from those
estimates.

Risks

We utilize IT systems and non-IT systems in various aspects of our
business. Year 2000 problems in some of our systems could possibly disrupt
operations, but 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.

Contingency Plans

We are in the process of developing contingency plans for our IT
systems and non-IT systems requiring Year 2000 modification. In addition, we are
developing contingency plans to deal with the possibility that some suppliers or
vendors might fail to provide goods and services on a timely basis as a result
of Year 2000 problems. These contingency plans will include the identification,
acquisition and/or preparation of backup systems, suppliers and vendors.

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 to an unaffiliated third party under a two year lease
ending November, 2002. Our manufacturing plant

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is located in Flora, Mississippi, which is not currently being utilized.
Finally, we own the office furniture, computer system all manufacturing and
packaging equipment in our business. Otherwise, we own no other properties.

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>
11

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

(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.

(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.

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

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.

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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
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.

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<PAGE> 14

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..

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.

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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 no longer rent our office space
from Robert C. Furrer and Billie C. Furrer.

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.

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.

15
<PAGE> 16

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
foreseeable future pursuant to its capital raising efforts in its 2000 fiscal
year, although no specific plans have been finalized at this time.

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

16
<PAGE> 17

(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.

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 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 case has been
continued without a date for further proceedings. 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.

17
<PAGE> 18

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

18
<PAGE> 19

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

19
<PAGE> 20

otherwise, in the defense of any proceeding to which the person was a party
because of his status with the corporation.

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.

20
<PAGE> 21

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.

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.

<PAGE> 22
Part F/S

MIGHTY MACK USA, INC.
(UNAUDITED) BALANCE SHEET

For The Period Ending September 30, 1999

<TABLE>
<S> <C>
ASSETS:

Accounts Receivable $ 674
Escrow Account 392
Employee Advances 1,400
Inventory 4,662,000
-----------
CURRENT ASSETS 4,664,466

PROPERTY/EQUIPMENT
Transportation, net of Depreciation $200 11,800
Buildings/Homes, net of Depreciation $6,105 974,000
Furniture/Fixtures, net of Depreciation $1,997 53,922
Office Equipment, net of Depreciation $591 16,591
Plant Equipment, net of Depreciation $24,398 590,109
-----------
TOTAL PROPERTY/EQUIPMENT 1,646,422

OTHER ASSETS
Trade Names, Patent, net of Amortization $625 99,375
-----------
TOTAL OTHER ASSETS 99,375

TOTAL ASSETS $ 6,410,263
===========

LIABILITIES/STOCKHOLDERS' EQUITY

Accounts Payable $ 69,362
Accrued Expenses 89,054
Debentures Payable (10% convertible) 691,000
Notes Payable 2,990,112
Royalty Fee Payable 3,000,000
-----------
TOTAL CURRENT LIABILITIES 6,839,528

STOCKHOLDERS' EQUITY
Preferred Stock, Class A, 5,000,000
shares authorized, no par value,
none outstanding --
Common Stock, no par value, 50,000,000
shares authorized, issued and
outstanding 16,400,262 507,015
Retained Earnings (Deficit) (936,280)
-----------
TOTAL STOCKHOLDERS' EQUITY (429,265)
-----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 6,410,263
===========
</TABLE>

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

<PAGE> 23

MIGHTY MACK USA, INC.
(UNAUDITED) STATEMENT OF OPERATIONS
9/30/99

<TABLE>
<CAPTION>
AMOUNT
------------
<S> <C>
REVENUES:
Product Sales $ 9,725
Other Income 3,100

TOTAL REVENUES 12,825

Cost of Goods Sold (3,925)
------------
GROSS MARGIN 8,900
------------
OPERATING EXPENSES
Interest Expense 21,334
Operating Costs 416,169
General & Administrative 242,135
------------
TOTAL OPERATING EXPENSES 679,638
------------
NET INCOME (LOSS) $ (670,738)
============
BASIC (LOSS) PER SHARE (0.03)
============
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING 16,400,262
============
</TABLE>

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

<PAGE> 24

MIGHTY MACK USA, INC.
(UNAUDITED) STATEMENT OF CASH FLOW
9/30/99

<TABLE>
<S> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net Income (Loss) $(670,738)
Reconciliation of Net Income (Loss) to Net Cash
Provided by (Used In) Operating Activities
Depreciation and Amortization 33,916

(Increase) Decrease In:
Accounts Receivable (1,792)

Increase (Decrease) In:
Accounts Payable 1,018
Accrued Expenses 56,168
---------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (581,428)

CASH FLOWS USED FOR INVESTING ACTIVITIES
Investment in Property & Equipment (199,684)
---------
NET CASH PROVIDED BY INVESTING ACTIVITIES (199,684)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Notes Payable 90,112
Debentures Payable 691,000
---------

NET CASH PROVIDED BY FINANCING ACITIVITIES 781,112
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 --
</TABLE>

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

<PAGE> 25

MIGHTY MACK USA, INC.
(UNAUDITED) STOCKHOLDERS' EQUITY
9/30/99

<TABLE>
<CAPTION>
PREFERRED STOCK COMMON STOCK RETAINED TOTAL
-------------------------- ------------------------- 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 September 30, 1999 -- $ -- -- $ -- $ (670,738) $ (670,738)
---------- ---------- ---------- ---------- ---------- ----------

BALANCE - SEPTEMBER 30, 1999 -- $ -- 16,400,262 $ 507,015 $ (936,280) $ (429,265)
========== ========== ========== ========== ========== ==========
</TABLE>

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

<PAGE> 26

MIGHTY MACK USA, LTD
NOTES TO (UNAUDITED) FINANCIAL STATEMENTS
September 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.

INVENTORY

Inventory at September 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>

<PAGE> 27

MIGHTY MACK USA, LTD
NOTES TO (UNAUDITED) FINANCIAL STATEMENTS
September 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:

Furniture and fixtures 7 years
Computer equipment and software 3- years
Plant equipment 5 year
Buildings 40 years

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> 28

MIGHTY MACK USA, LTD
NOTES TO (UNAUDITED) FINANCIAL STATEMENTS
September 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 September 30,
1999.

<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 September 30, 1999, the Company has a net operating
loss carry forward of $836,280 which has been fully reserved through a
valuation allowance.

<PAGE> 29

MIGHTY MACK USA, LTD
NOTES TO (UNAUDITED) FINANCIAL STATEMENTS
September 30, 1999

NOTE 4 - INCOME TAXES (CONT.)

As of September 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 September 30, 1999:

<TABLE>
<S> <C>
Note - Robert C. Furrer, Officer & Director, at 8% annual interest rate. $ 140,112

Note - Martin F. Schneider, Officer & Director, at 8% annual interest rate. $ 150,000

Note - Product Services Co., Inc. for assets purchase agreement
at 8% annual interest rate, remaining balance $2,700,000
----------
$2,990,112
==========
</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 $936,280 for
1999. At September 30, 1999, current liabilities exceed current assets
by $2,175,062. 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> 30

MIGHTY MACK USA, LTD
NOTES TO (UNAUDITED) FINANCIAL STATEMENTS
September 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.

NOTE 9 - DEBENTURES

In September, 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> 31

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 year then ended. 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.

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. 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 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.

Michael Johnson & Co., LLC

Denver, Colorado
August 11, 1999

<PAGE> 32

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
Amortization of $208 99,792
-----------

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 the financial statements

<PAGE> 33

MIGHTY MACK USA, LTD
Statement of Operations
June 30, 1999

<TABLE>
<CAPTION>
REVENUE: 1999
----------
<S> <C>
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 the financial statements

<PAGE> 34

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-JUNE 30, 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 the financial statements

<PAGE> 35

MIGHTY MACK USA, LTD
Statement of Cash Flow
June 30, 1999

CASH FLOWS FROM OPERATING ACTIVITIES:

<TABLE>
<S> <C>
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 -0-

Cash and Cash equivalents - Beginning of Period -0-

Cash and Cash Equivalents - End of Period $ -0-
===========

SUPPLEMENTAL DISCLOSURE

CASH PAID DURING THE YEAR FOR:
Interest $ -0-
Income Taxes $ -0-

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 the financial statements

<PAGE> 36

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

NOTE 1 - ORGANIZATION AND PRESENTATION:

Organization:

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

DESCRIPTION OF BUSINESS

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 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>

<PAGE> 37

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:

PROPERTY AND EQUIPMENT

<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:

USE OF 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> 38

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.

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

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> 39

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. $ 100,000

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

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. 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.

<PAGE> 40

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

NOTE 8 - RELATED PARTY TRANSACTION

<PAGE> 41

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*

27 Financial Data Schedule*
</TABLE>

*Filed Previously

ITEM 2. DESCRIPTION OF EXHIBITS.

<TABLE>
<S> <C> <C>
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
</TABLE>

<PAGE> 42
SIGNATURES

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

Mighty Mack USA, Ltd.

Dated: 1/6/2000 By: /s/ Robert C. Furrer
---------------- -------------------------------
Robert C. Furrer
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this amended 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: 1/6/2000 By: /s/ Martin F. Schneider
---------------- -------------------------------
Martin F. Schneider
Chief Financial Officer

Dated: 1/6/2000 By: /s/ Charles K. Washburn
---------------- -------------------------------
Charles K. Washburn
Director

Dated: 1/6/2000 By: /s/ Theodore H. Dickerson
---------------- -------------------------------
Theodore H. Dickerson
Director