<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


    (Mark  One)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the quarterly period ended June 30, 2000

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

    For the transition period from         to
                                  ---------  ---------

                          Commission File No. 000-28749

                               FREEDOM SURF, INC.

                 (Name of Small Business Issuer in Its Charter)

             Nevada                                         88-0446457
  (State or Other Jurisdiction of                           (IRS Employer
  Incorporation or Organization)                        Identification Number)

           207 W. 138th St.
           Los Angeles, CA                                       90061
(Address of Principal Executive Offices)                       (Zip Code)

                                 (310) 352-3300
                           (Issuer's Telephone Number)

          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                     (None)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                         Common Stock, par value $0.001
                                (Title of Class)

State the number of shares outstanding of each of the issuer's classes of common
equity as of June 30, 2000: Common stock 7,219,000 shares, Preferred Stock 0
shares

Transitional Small Business Disclosure Format

(Check one):       Yes  [ ]  No  [x]

                                        1


<PAGE>

                                TABLE OF CONTENTS

PART 1 - FINANCIAL INFORMATION
                                                                  PAGE
                                                                  ----
Item 1. Financial Statements.....................................  3/10

Item 2. Plan of Operation........................................  11

PART 11- OTHER INFORMATION

Item 1. Legal Proceedings........................................  12

Item 2. Changes in Securities....................................  13

Item 3. Defaults Upon Senior Securities..........................  13

Item 4. Submission of Matters to a Vote of Security Holders......  13

Item 5. Other Information........................................  13

Item 6. Exhibits and Reports on Form 8-K.........................  13

SIGNATURES.......................................................  14

                                        2


<PAGE>

                              FINANCIAL STATEMENTS
                                   (Unaudited)
                                 March 31, 2000



                        TABLE OF CONTENTS

                                                          PAGE

BALANCE SHEET - ASSETS                                      4

BALANCE SHEET - LIABILITIES AND SHAREHOLDER'S EQUITY        5

STATEMENT OF OPERATIONS                                     6

STATEMENT OF STOCKHOLDERS' EQUITY                           7

STATEMENT OF CASH FLOWS                                     8

NOTES TO FINANCIAL STATEMENTS                               9

                                        3


<PAGE>

                               Freedom Surf, Inc.

                                  BALANCE SHEET
                                   (Unaudited)
                                      AS OF
                                  June 30, 2000

                                     ASSETS

CURRENT ASSETS                              June 30, 1999        June 30, 2000
                                              (Unaudited)          (Unaudited)
                                             -------------        -------------
                                           (Unconsolidated)      (Consolidated)

Cash                                                 0.00            71,340.00
Accounts Receivable                                  0.00           433,163.00
Employee Advances                                    0.00             1,500.00
Inventory                                            0.00            54,633.00
Prepaid Expenses                                     0.00             1,651.00
                                             -------------        -------------
Total Current Assets                                 0.00           562,287.00
                                             -------------        -------------

PROPERTY AND EQUIPMENT

Automobile                                           0.00            55,732.00
Furniture & Fixtures                                 0.00            71,580.00
Office Equipment                                     0.00            58,989.00
Machinery & Equipment                                0.00         5,505,508.00
                                             -------------        -------------
                                                     0.00         5,691,809.00
Less Accumulated Depreciation                        0.00        (  405,426.00)
                                             -------------        -------------
Total Property and Equipment                         0.00         5,286,383.00

OTHER ASSETS

Organizational Costs, net of amortization            0.00               465.00
Accrued Organizational Costs, net of
  amortization                                       0.00              (465.00)
                                             -------------        -------------
Total Other Assets                                   0.00                 0.00
                                             -------------        -------------
TOTAL ASSETS                                         0.00         5,848,670.00
                                             =============        =============

                 See accompanying notes to financial statements

                                        4


<PAGE>

                               Freedom Surf, Inc.

                                  BALANCE SHEET
                                      AS AT
                                  June 30, 2000

                              LIABILITIES & EQUITY


CURRENT LIABILITIES                         June 30, 1999          June 30, 2000
                                             (Unaudited)            (Unaudited)
                                           --------------         --------------
                                           (Unconsolidated)       (Consolidated)

Accounts Payable                                1,490.00             191,511.00
Accrued Expenses                                    0.00              37,003.00
Income Taxes Payable                                0.00                 800.00
Line of Credit                                      0.00             455,000.00
                                           --------------         --------------
Total Current Liabilities                       1,490.00             676,314.00

OTHER LIABILITIES

Long Term Liabilities
Notes Payable                                       0.00             567,334.00
                                           --------------         --------------
Total Other Liabilities                             0.00             567,334.00
                                           --------------         --------------
Total Liabilities                                   0.00           1,243,648.00

   EQUITY
Common Stock, $0.001 par value,
  authorized 20,000,000 shares;
  issued and outstanding at 6/30/99
  5,000,000 common shares                       5,000.00
  issued and outstanding at 6/30/2000
  7,219,000 common shares                                              7,219.00
Additional Paid in Capital                          0.00           4,847,781.00
Accumulated Deficit                            (6,490.00)         (  249,978.00)
                                           --------------         --------------
Total Stockholders' Equity                     (1,490.00)          4,605,022.00
                                           --------------         --------------
   TOTAL LIABILITIES & OWNER'S EQUITY               0.00           5,848,670.00
                                           ==============         ==============

                 See accompanying notes to financial statements

                                        5


<PAGE>
<TABLE>

                               Freedom Surf, Inc.

                             STATEMENT OF OPERATIONS
                                    Unaudited
<CAPTION>

    REVENUE                          Three Months     Six Months       Three Months      Six Months
                                         Ended           Ended            Ended            Ended
                                     June 30, 2000   June 30, 2000    June 30, 1999     June 30, 1999
                                     (Consolidated) (Consolidated)   (Unconsolidated) (Unconsolidated)
                                     --------------  --------------   --------------    -------------
<S>                                    <C>               <C>                   <C>              <C>
Sales                                   970,050.00    1,445,559.00             0.00             0.00
                                     --------------  --------------   --------------    -------------
Total Sales                             970,050.00    1,445,559.00             0.00             0.00

Less: Cost of Goods Sold                759,193.00    1,233,801.00             0.00             0.00
                                     --------------  --------------   --------------    -------------
Gross Profit on Sales                   210,857.00      211,758.00             0.00             0.00


SELLING EXPENSES                         17,676.00       27,966.00             0.00             0.00

GENERAL & ADMINISTRATIVE EXPENSES       151,411.00      247,106.00             0.00             0.00
                                     --------------  --------------   --------------    -------------
NET PROFIT (LOSS) FROM OPERATIONS        41,711.00     (  6,490.00)            0.00             0.00
                                     --------------  --------------   --------------    -------------
OTHER INCOME (EXPENSES)
Other Income                                  7.00            7.00             0.00             0.00
 Interest Expenses                    (   7,729.00)    ( 25,680.00)            0.00             0.00
                                     --------------  --------------   --------------    -------------
NET INCOME (LOSS)                        36,049.00     ( 89,793.00)      ( 6,490.00)      ( 6,490.00)
                                     ==============  ==============   ==============    =============

Net Income (Loss) Per Share                  0.005          (0.015)          (0.001)          (0.001)

Weighted average number of common
   shares outstanding                    7,219,000       7,219,000        5,000,000        5,000,000


</TABLE>

                 See accompanying notes to financial statements

                                        6

<PAGE>

                               Freedom Surf, Inc.

                             STATEMENT OF CASH FLOWS
                                    Unaudited



                                                 June 30, 2000   June 30, 1999
                                                 (Consolidated) (Unconsolidated)
                                                 --------------  --------------

CASH FLOWS FROM OPERATING ACTIVITIES
 Net Profit (loss) from operations                  (89,793.00)      ($6,490.00)
   Adjustments to reconciled net operating
   activities
   Increase (Decrease in: Accounts Payable                0.00         1,490.00
                                                 --------------   --------------
 Net Cash Used by Operating Activities              (89,793.00)      ( 5,000.00)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Business                           ( 516,201.00)            0.00

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in Line of Credit                          455,000.00             0.00
Increase in Notes Payable                           232,334.00
Proceeds from Sales of Stock                              0.00         5,000.00
                                                 --------------   --------------
      Net cash provided by financing activities     677,334.00         5,000.00


      Net increase (decrease) in cash                71,340.00             0.00

      Cash at beginning of period                         0.00             0.00
                                                 --------------   --------------
      Balances as at end of period                   71,340.00             0.00

SUPPLEMENTAL DISCLOSURES Cash paid for:
 Interest Paid                                       35,687.00             0.00
 Income Tax Paid                                          0.00             0.00

                 See accompanying notes to financial statements

                                        7


<PAGE>

                               Freedom Surf, Inc.

                          NOTES TO FINANCIAL STATEMENTS
             For the Six Month ended June 30, 2000 and June 30, 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

In the opinion of the management of Freedom Surf, Inc. ["the Company"], the
accompanying unaudited financial statements include all normal adjustments
considered necessary to present fairly the financial positions as of June 30,
2000 and June 30, 1999 and the results of operations for the three and six
months period ended, the cash flows for the six months ended June 30, 2000 and
June 30, 1999. Interim results are not necessarily indicative of results for a
full year.

The financial statements and notes are presented as permitted by Form 10-QSB and
do not contain certain information included in the Company's audited financial
statements and notes for the fiscal year ended December 31, 1999.

Statements of Operations

The Company had no activities during 2000. The statements of operations for the
three months and six months ended June 30, 2000 include the activities of its
wholly owned subsidiary, Southern California Logo, Inc. ["Sew Cal"]. Sew Cal has
a fiscal year end on August 31 which means its second quarterly statement ends
on February 29th which are not presented here.

Use of Estimated

In preparing financial statements in conformity with GAAP, management is
required to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and revenues and expenses during the
reporting period. Actual results could differ from these estimates.

Revenue Recognition

Revenue from sales is recognized when the products are shipped.

Cash Equivalents

For purposes of these statements of cash flows, the Company considers all highly
liquid investments with a maturity of three months or less to be cash
equivalents.

                                        8

<PAGE>


NOTE 1 - SUMMARY OF SIGNIFICANT ACCO0UNTING POLICIES (CONTINUED)

Accounts Receivable

Management of the Company considers accounts receivable to be fully collectible.
Accordingly, no allowance for doubtful accounts is required. If the amounts
become uncollectible, they will be charged to operations when that determination
is made. There was no bed debt expense either for 2000 or 1999.

Inventories

Inventories are stated at cost using first-in, first-out method.

Property & Equipment

Property and Equipment are stated at cost. Depreciation is computed over their
estimated useful lives using straight line method for financial reporting, and
accelerated methods for tax reporting. Therefore, temporary differences exist.
Expenditures for major renewals and betterment that extend the useful lives of
the assets are capitalized. Expenditures for maintenance and repairs are charged
to expenses when incurred.

Income Taxes

The Company accounts income taxes in accordance with Financial Accounting
standards Board Statement No. 109 "Accounting for Income Taxes" [SFAS No. 109].
SFAS No. 109 requires a company to recognize deferred tax liabilities and assets
for the expected future income tax consequences of events that have been
recognized in the Company's financial statements. Under this method, deferred
tax assets and liabilities are determined based on temporary differences between
the financial carrying amounts and the tax bases of assets and liabilities using
the enacted tax rates in effect in the years in which the temporary differences
are expected to reverse.

NOTE 2  - BUSINESS ACQUISITION

On January 4, 2000, the Company acquired all of the issued and outstanding
common stock of Southern California Logo, Inc. for 900,000 shares of the Company
common stock at $2.1667 per share plus $800,000.00 in cash payable on or before
July 15, 2000. The deadline for payment of the cash portion was extended to
August 15, 2000.

NOTE 3  - COMMON STOCK TRANSACTIONS

On April 5, 1999, the Company completed a public offering that was exempt from
registration pursuant to Regulation D, Rule 504 of the Securities Act of 1933,
as amended. The Company sold 5,000,000 shares of common stock at a price of
$.001 per share for a total of $5,000.00.

On or about December 10, 1999, the Company purchased certain assets valued at
$5,180,000.00 by issuing 969,000 shares of the Company common stock and assuming
a long term liability of $335,000.00.

On May 2, 2000, the Company issued 900,000 shares of common stock to the
shareholders of Southern California Logo, Inc. Rick Songer received 600,000
shares and Judy Songer received 300,000 shares of common stock in the Company.


                                        9


<PAGE>

NOTE 4 - GOING CONCERN

The accompanying financial statements are presented on the basis that the
Company is a going concern. Going concern contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business over a
reasonable length of time. As shown in the accompanying financial statements,
the Company incurred a net loss of $89,793.00 for the six month period ended
June 30, 2000 and as of that date, the Company has an accumulated deficit of
$249,978.00 and a working capital deficiency of $114,027.00.

Management is currently involved in active negotiations to obtain additional
fianancing and actively increasing marketing efforts to increase revenues. The
Company's continued existence depends upon its ability to meet its financing
requirements and the success of its future operations. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

NOTE 5 - WARRANTS AND OPTIONS

From time to time the company issues options and warrants to key employees and
service providers considered essential to the continuation of the business. On
March 15, 2000, the corporation granted the following warrants to its employees:

Raece Richardson 4,000,000 common shares at $0.01 each David McKenzie 500,000
common shares at $0.01 each Rod Tomlinson 50,000 common shares at $0.01 each Amy
Bratton 10,000 common shares at $0.01 each

On August 10, 2000, the Board of Directors of the Company authorized the
issuance of warrants to each director of the Company. 100,000 warrants were
authorized for each director. The term of the warrants were for two years from
the issue date of August 15, 2000, exercisable at the price of $1.00 per
warrant, 25,000 warrants exercisable in each six month period over the two year
life of the warrants. The following directors are to receive warrants:

Rick Songer
David McKenzie
John Cruickshank
Holly Richardson




                                       10


<PAGE>

Item 2 - Plan of Operation

The Company was organized August 2, 1997(Date of Inception) under the laws of
the State of Delaware, as Interstate Capital Corporation The Company has no
operations and in accordance with SFAS #7, the Company is considered a
development stage company. On or about November 17, 1999, the Company caused a
Nevada corporation to be incorporated under the name of Freedom Surf, Inc.,
authorized to issued 20,000,000 shares of $.001 par value common stock, and
5,000,000 shares of $.001 par value preferred stock and merged with that
Corporation, for the purpose of changing its domicile to Nevada, in accordance
with Articles of Merger adopted on or about November 17, 1999, 1998.

On April 5, 1999, the Company completed a public offering that was exempt from
federal registration pursuant to Regulation D, Rule 504 of the Securities Act of
1933 as amended. The Company sold 5,000,000 shares of Common Stock at a price of
$.001 per share for a total amount raised of $5,000.00.

On or about December 10, 1999, the Company purchased certain assets valued at
$5,180,000.00 issuing 969,000 common shares of its $.001 par value stock and
assuming a long term liability in the amount of $335,000.00

Freedom Surf, Inc. ("FSI" or the "Company"), a Nevada corporation, was formed to
enter into the surf apparel and accessory products market, and consolidate and
manage an integrated network of companies in the surfing industry. The Company
will also manufacture and market surf suits and surf accessory products.

Effective as of January 4, 2000, the Company acquired all of the issued and
outstanding shares in Southern California Logo, Inc. (Sewcal Logo). The contract
for the purchase of the corporation was executed on May 4, 2000 with an
effective date of January 4, 2000. An 8-K Report will be filed setting forth the
entire structure of this transaction. A copy of the Agreement is attached as an
exhibit to this 10Q Report.

The terms of the sale were generally as follows:

Southern California Logo, Inc. was acquired through a structured acquisition all
of the issued and outstanding shares in that corporation for 900,000 shares in
Freedom Surf common stock valued for purposes of this acquisition at $2.1667 per
share plus $800,000.00 in cash payable on or before July 15, 2000.

Sewcal employs around 60 persons and is a leading supplier of high quality
promotional clothing to the film industry. Sewcal Logo has provided product for
over 500 movies including The Rock, Armageddon, Top Gun, Terminator 1 and 2 and
many other major films. Freedom Surf plans to continue producing film related
products and expand the manufacturing facility to include manufacture of high
quality surf and skate clothing products. As of January 2000 the company has
secured contracts to manufacture product for major surf and skate brands. Sewcal
Logo sales for 1999 exceeded $1.3 million. Sales in the first quarter 2000 are
double that of the same period last year.

The Company continues the development of the "Freedom Wetsuit" brand,
incorporating the company's proprietary stitch free technology. First run
products have been developed and proven under real surf conditions and
production of the suits is expected to begin in 2000 for Fall/Winter delivery.
The Company purchased exclusive marketing rights to the "Stitchfree"
manufacturing process.

                                       11

<PAGE>

Forward Looking Statements:

This Quarterly Report on Form 10-QSB may be deemed to contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. The Company intends that
such forward-looking statements be subject to the safe harbors created by such
statutes. The forward-looking statements included herein are based on current
expectations that involve a number of risks and uncertainties. Accordingly, to
the extent that this Annual Report contains forward-looking statements regarding
the financial condition, operating results, business prospects or any other
aspect of the Company, please be advised that the Company's actual financial
condition, operating results and business performance may differ materially from
that projected or estimated by the Company in forward-looking statements. The
differences may be caused by a variety of factors, including but not limited to
adverse economic conditions, intense competition, including intensification of
price competition and entry of new competitors and products, adverse federal,
state and local government regulation, inadequate capital, unexpected costs and
operating deficits, increases in general and administrative costs, lower sales
and revenues than forecast, loss of customers, customer returns of products sold
to them by the Company, disadvantageous currency exchange rates, termination of
contracts, loss of suppliers, technological obsolescence of the Company's
products, technical problems with the Company's products, price increases for
supplies and components, inability to raise prices, failure to obtain new
customers, litigation and administrative proceedings involving the Company, the
possible acquisition of new businesses that result in operating losses or that
do not perform as anticipated, resulting in unanticipated losses, the possible
fluctuation and volatility of the Company's operating results, financial
condition and stock price, losses incurred in litigating and settling cases,
dilution in the Company's ownership of its business, adverse publicity and news
coverage, inability to carry out marketing and sales plans, loss or retirement
of key executives, changes in interest rates, inflationary factors, and other
specific risks that may be alluded to in this Annual Report or in other reports
issued by the Company. In addition, the business and operations of the Company
are subject to substantial risks which increase the uncertainty inherent in the
forward-looking statements. In light of the significant uncertainties inherent
in the forward-looking information included herein, the inclusion of such
information should not be regarded as a representation by the Company or any
other person that the objectives or plans of the Company will be achieved.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

On September 1, 1999, Raece Richardson and Martin Gilchrist, then officers of
Freedom Surf, Inc. agreed to a preliminary injunction in the matter of Pacific
Simpson, Inc. and Expanded Seam Technologies v. Martin Gilchrist, et al.,
Superior Court, State of California, County of Orange, Case No. 813160, which
enjoined Icon Trading, and Martin Gilchrist among others from utilizing or
revealing to any third party what was known as EST technology and from
contacting any vendors or suppliers or representatives relating to EST
technology or claiming any interest in the EST technology. EST technology is not
used in any Freedom Surf product and it is not anticipated that it will ever be
used in any Freedom Surf product and for that reason, the defendants in the
above referenced action agreed to allow the injunction to issue.

This lawsuit was settled between all of the parties during July, 2000 and is in
the process of being dismissed. It is anticipated that the lawsuit will be
dismissed and the injunction dissolved by August 31, 2000.

Additionally, the Company may from time to time be involved in various claims,
lawsuits, disputes with third parties, actions involving allegations of
discrimination, or breach of contract actions incidental to the operation of its
business. The Company is not currently involved in any such litigation which it
believes could have a materially adverse effect on its financial condition or
results of operations.

                                       12


<PAGE>

Item 2 - Changes in Securities

From time to time the company issues options and warrants to key employees and
service providers considered essential to the continuation of the business. On
March 15, 2000, the corporation granted the following stock options to its
employees:

Raece Richardson           4,000,000 common shares at $0.01 each
David McKenzie               500,000 common shares at $0.01 each
Rod Tomlinson                 50,000 common shares at $0.01 each
Amy Bratton                   10,000 common shares at $0.01 each

Additionally, 900,000 common shares in Freedom Surf were issued to the owners of
Southern California Logo, Inc. in exchange for all of the outstanding stock in
that corporation.

On August 10, 2000, the Board of Directors of the Company authorized the
issuance of warrants to each director of the Company. 100,000 warrants were
authorized for each director. The term of the warrants were for two years from
the issue date of August 15, 2000, exercisable at the price of $1.00 per
warrant, 25,000 warrants exercisable in each six month period over the two year
life of the warrants. The following directors are to receive warrants:

Rick Songer
David McKenzie
John Cruickshank
Holly Richardson


Item 3 - Defaults upon Senior Securities

There have been no defaults upon senior securities

Item 4 - Submission to a Vote of Security Holders

None

Item 5 - Other Information

On August 10, 2000, Raece Richardson resigned as President, Chief Executive
Officer and Director. He was replaced by Rick Songer as President, Chief
Executive Officer and will continue as a director of the Company.

Rick Songer has been President and Chief Operating Officer of Southern
California Logo, Inc. prior to its acquisition by Freedom Surf, Inc., founded
Southern California Logo, Inc. in 1985 and has headed the manufacturing and
marketing arms for that company since its inception. In the early years,
Southern California Logo became a top supplier of wardrobe and related products
to the motion picture industry. In more recent years, Rick has expanded the
customer base of the company into promotional products for many major
corporations and has done private labeling for numerous major brands. The
company's most recent venture has provided products for the surf and skateboard
industry. Mr. Songer was prior to his involvement with Southern California Logo,
an executive in the pharmaceutical industry and is a 1969 graduate of Virginia
Tech. He and his family have resided in Southern California since 1981.

Holly Richardson was named to replace Raece Richardson as a director by the
Board of Directors until the next annual meeting of shareholders.

Ms. Richardson was from 1988 through 1993 the major shareholder and a director
of Zan Plum Proprietary, Ltd., a Sydney, NSW, Australia fashion accessories
company distributing its products throughout Australia and South East Asia. She
developed the product range and managed the national sales force. She attended
Mount San Jacinto College in San Jacinto, California, followed by studies at the
Alliance Francaise in Paris, France. During 1986 through 1988, Ms. Richardson
set up a distribution network of surf related products in Europe. Following the
sale of Zan Plum in 1993, Ms. Richardson was with Hypersearch, licensee to Rip
Curl mountain wear products manufacturing skis, snowboards and related apparel.
Her responsibilities included all aspects of developing and launching the
product, creating and training a sales force and maintaining the high profile
image of Rip Curl. After 1996, Ms. Richardson became a direct employee of Rip
Curl managing and supervising their entire watch and accessory division. During
the late ninties, she opened a chain of six retail stores in Southern California
selling surf related products. She will bring her marketing and organizational
talents to the Company and will be an active member of the Board of Directors.

John Cruickshank had previously been named a director until the next annual
meeting of shareholders.

John Cruickshank is Senior Vice President of Senior Care Industries, Inc. in
Laguna Beach, California, is a graduate of the University of Vermont and Boston
College Law School.  For the last several years prior to joining Senior Care,
he had been acting as a business consultant in the offices of Lawrence R. Young
& Associates, P.C., a law firm in Downey, California.  Mr. Cruickshank brings
over 30 years of business experience to the Company and is expected to be
actively engaged as a director.

Item 6 - Exhibits and Reports on Form 8-K

The following 8-K Reports were filed which had an impact on the 1st quarter:

        a. An 8-K Report noting the change in auditors for the Company which was
        filed on April 21, 2000;

        b. An 8-K Report filed on May 15, 2000 regarding the
        purchase of Southern California Logo, Inc. and the change of certain
        directors and officers.

        c. An 8-K Report filed concurrently herewith regarding changes in
        officers and Directors.

                                       13

<PAGE>

SIGNATURES

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

Dated: August 11, 2000



/s/ Rick Songer
--------------------
Rick Songer
Chief Executive Officer, Director

                                       14