<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 March 31, 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 March 31, 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
                                 March 31, 2000

                                     ASSETS

CURRENT ASSETS                              March 31, 1999        March 31, 2000
                                              (Unaudited)          (Unaudited)
                                             -------------        -------------

Cash                                                 0.00             1,787.01
Accounts Receivable                                  0.00           377,166.68
                                             -------------        -------------
Total Cash Accounts                                  0.00           378,953.69
                                             -------------        -------------
Raw Material Inventory                               0.00           267,050.00
Work in Process                                      0.00           158,288.85
Finished Goods                                       0.00                 0.00
Salary Advances                                      0.00             1,500.00
Wage Garnishments                                    0.00              (979.00)
Prepaid Insurance                                    0.00             1,169.33
Prepaid Workmen's Compensation Insurance             0.00             1,301.16
Prepaid Franchise Taxes                              0.00             1,600.00
Security Deposits                                    0.00             6,000.00
                                             -------------        -------------
Total Current Assets                                 0.00           814,884.03

PROPERTY AND EQUIPMENT

Office Furnishings                                   0.00            71,579.73
Office Furniture Accumulated Depreciation            0.00           (30,370.00)
Office Equipment                                     0.00            58,989.83
Office Equipment Accumulated Depreciation            0.00           (56,316.00)
Machinery & Equipment                                0.00         5,481,597.29
Machinery & Equipment Accumulated Depreciation       0.00          (237,925.00)
Automobiles                                          0.00            55,732.47
Automobiles Accumulated Depreciation                                (18,260.00)
Machinery Lease                                                      (2,350.53)
                                             -------------        -------------
Total Property and Equipment                         0.00         5,322,677.79

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         6,137,561.82
                                             =============        =============

                 See accompanying notes to financial statements

                                        4
<PAGE>

                               Freedom Surf, Inc.

                                  BALANCE SHEET
                                      AS AT
                                 March 31, 2000

                              LIABILITIES & EQUITY


CURRENT LIABILITIES                        March 31, 1999         March 31, 2000
                                             (Unaudited)            (Unaudited)
                                           --------------         --------------

Accounts Payable                                    0.00              60,176.50
Sales Tax Collected                                                   10,204.77
Revolving Credit Line - South Bay Bank              0.00             493,000.00
                                           --------------         --------------
Total Current Liabilities                           0.00             563,381.27

OTHER LIABILITIES

Noncurrent Liabilities                              0.00             335,000.00

Rick Songer - Promissory Note                       0.00             222,943.11
                                           --------------         --------------
Total Other Liabilities                             0.00             557,942.11
                                           --------------         --------------
Total Liabilities                                   0.00           1,121,324.38

   EQUITY
Common Stock, $0.001 par value,
  authorized 20,000,000
  shares; issued and outstanding at
  3/31/2000
5,969,000 common shares                             0.00               5,969.00
Additional Paid in Capital                          0.00           4,844,031.00
Donated Capital                                     0.00                   0.00
Retained Earnings (Deficit accumulated
  during development stage)                         0.00             (33,287.20)
Provision for Income Tax                            0.00             115,744.87
Net Profit (Loss)                                   0.00             214,954.76
                                           --------------         --------------
Total Stockholders' Equity                          0.00           4,707,856.00
                                           --------------         --------------
   TOTAL LIABILITIES & OWNER'S EQUITY               0.00          $6,137,561.82
                                           ==============         ==============

                 See accompanying notes to financial statements

                                        5

<PAGE>
<TABLE>

                               Freedom Surf, Inc.

                             STATEMENT OF OPERATIONS
                                    Unaudited
<CAPTION>

    REVENUE                          Three Months     Six Months       Nine Months
                                         Ended           Ended            Ended
                                     March 31, 2000  March 31, 2000   March 31, 2000
                                     --------------  --------------   --------------

<S>                                    <C>               <C>                   <C>
Sales                                   475,508.82            0.00             0.00
                                     --------------  --------------   --------------
Total Sales                             475,508.82            0.00             0.00

Less: Cost of Goods Sold

Salaries & Wages                        265,521.61            0.00             0.00
FUTA Tax                                  1,999.83            0.00             0.00
EFIC Tax                                 20,789.64            0.00             0.00
SUI Tax                                   4,249.88            0.00             0.00
Raw Materials Purchases                (378,071.59)           0.00             0.00
Ad Specialty Purchases                    6,679.07            0.00             0.00
Machinery Lease Payments                 11,810.55            0.00             0.00
Beacon Machinery Lease                    6,490.00            0.00             0.00
Freight In                                  364.88            0.00             0.00
Sewing Supplies/Threat Backing            8,289.90            0.00             0.00
Sewing Supplies Caps                     64,588.99            0.00             0.00
Screen Printing/Embroidery                3,887.75            0.00             0.00
Liability Insurance                         460.00            0.00             0.00
Workmen's Compensation                    4,908.60            0.00             0.00
Electricity                              (1,553.79)           0.00             0.00
                                     --------------  --------------   --------------
Total Cost of Goods Sold                 20,685.42            0.00             0.00
                                     --------------  --------------   --------------
Gross Profit on Sales                   454,643.40            0.00             0.00

SALES & MARKETING EXPENSES

Commissions                               1,153.20            0.00             0.00
Meals & Entertainment                       302.15            0.00             0.00
Travel                                      482.84            0.00             0.00
Equipment Maintenance                     8,351.83            0.00             0.00
                                     --------------  --------------   --------------
Total Sales & Marketing Expenses         10,290.02            0.00             0.00

GENERAL & ADMINISTRATIVE EXPENSES

Officer Salaries                         27,500.00            0.00             0.00
Dues & Subscriptions                         40.00            0.00             0.00
Auto Expense                              1,621.72            0.00             0.00
Auto License Fees                            91.00            0.00             0.00
Office Expenses                           2,898.34            0.00             0.00
Credit Card Fees                            624.70            0.00             0.00
Freight                                   1,185.02            0.00             0.00
Taxable Freight                            (647.85)           0.00             0.00
Employee Medical Insurance                2,515.10            0.00             0.00
Automobile Insurance                          0.00            0.00             0.00
Professional Fees                           941.10        6,490.00             0.00
Rent                                     23,876.12            0.00             0.00
Building Maintenance                     18,109.85            0.00             0.00
Electricity                               5,031.90            0.00             0.00
Utilities                                   777.92            0.00             0.00
Bank Service Charges                      7,023.94            0.00             0.00
Telephone                                 1,860.79            0.00             0.00
Car Telephone                             1,042.92            0.00             0.00
                                     --------------  --------------   --------------
Total General & Administrative
  Expenses                               95,695.36        6,490.00             0.00

TOTAL EXPENSES                          105,985.38            0.00             0.00

OTHER INCOME & EXPENSES

Interest Expense - Bank                  (9,516.28)           0.00             0.00
Interest Expense - Other                 (8,442.11)           0.00             0.00
                                     --------------  --------------   --------------
Total Other Income & Expenses           (17,958.39)       6,490.00             0.00

Pre Tax Profit (Loss)                   330,699.63            0.00             0.00

Less: Provision for Income Tax         (115,744.87)           0.00             0.00
                                     --------------  --------------   --------------

NET PROFIT (LOSS)                       214,954.76       (6,490.00)            0.00

Weighted average number of common
   shares outstanding                    5,107,667       5,107,667

Net Profit (Loss) Per Share                    .04          (0.001)
</TABLE>

                 See accompanying notes to financial statements

                                        6
<PAGE>

                               Freedom Surf, Inc.

                             STATEMENT OF CASH FLOWS
                                    Unaudited


                                                  Three Months     Six Months
                                                     Ended            Ended
                                                 March 31, 2000   March 31, 2000
                                                 --------------   --------------

CASH FLOWS FROM OPERATING ACTIVITIES
 Net Profit (loss) from operations                  214,954.76       ($6,490.00)
   Adjustments to reconciled net income
   to net cash provided
Depreciation Expense                                      0.00             0.00
Increase in accounts payable                        551,944.18         1,490.00
                                                 --------------   --------------
Net cash flow provided by operating activities     (336,989.42)       (5,000.00)

CASH FLOWS FROM INVESTING ACTIVITIES
Investing Activities                                      0.00             0.00
                                                 --------------   --------------
      Net cash used by investing activities               0.00             0.00

CASH FLOWS FROM FINANCING ACTIVITIES
Loans from South Bay Bank                           493,000.00
Loans from Shareholder - Rick Songer                222,943.11
Issuance of Capital Stock                                 0.00         5,000.00
                                                 --------------   --------------
      Net cash provided by financing activities     715,943.11         5,000.00


      Net increase (decrease) in cash               378,953.69             0.00
      Balances as at end of period                  378,953.69             0.00

                 See accompanying notes to financial statements

                                        7

<PAGE>

                               Freedom Surf, Inc.

                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

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 15, 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 15, 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

Effective January 4, 2000 the company moved it's principal place of business and
established a manufacturing facility by acquiring through a structured
acquisition all of the issued and outstanding shares in Southern California
Logo, Inc., for 900,000 shares in Freedom Surf valued at $2.1667 per share plus
$800,000.00 in cash payable on or before July 15, 2000.

There were no other new issuances of equity or Common Stock as of March 31,
2000.

The Statement of Stockholder's equity and Notes to Financial Statements reflects
changes in par value and common stock splits retroactively.

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

Accounting policies and procedures have not been determined except as follows:

1. The Company uses the accrual method of accounting.

2. The cost of organization was expensed when incurred.

3. Basic earnings per share is computed using the weighted average number of
shares of common stock outstanding.

4.  The Company has not yet adopted any policy regarding payment of dividends.
No dividends have been paid since inception.

                                        8
<PAGE>

5. The cost of equipment is depreciated over the estimated useful life of the
equipment utilizing the straight line method of depreciation. The amount of
depreciation recorded during this period was $0.00.

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES - CONTINUED

6. The Company experienced losses for its first operating period August 2, 1997
(Date of inception) to December 15, 1999.

7. The Company has adopted December 31 as its fiscal year end.

8. The preparation of financial statements in conformity with generally accepted
accounting principles requires that management make estimates and assumptions
which affect the reported amounts of assets and liabilities as at the date of
the financial statements and revenues and expenses for the period reported.
Actual results may differ from these estimates.

9. The Company's Statement of Cash Flows is reported utilizing cash(currency on
hand and demand deposits) and cash equivalents( short-term, highly liquid
investments). The Company's Statement of Cash Flows is reported utilizing the
indirect method of reporting cash flows.

NOTE 3 - GOING CONCERN

The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.

NOTE 4 - RELATED PARTY TRANSACTION

Office services are provided without charge by a director. Such costs are
immaterial to the financial statements and, accordingly, have not been reflected
therein. 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 has not formulated a policy for the resolution
of such conflicts.

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 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

                                        9

<PAGE>

NOTE 6 - YEAR 2000 ISSUE

The Year 2000 issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information using
year 2000 dates is processed. In addition, similar problems may arise in systems
which use certain dates in 1999 to represent something other than a date. The
effects of the Year 2000 issue may be experienced before on, or after January 1,
2000 and if not addressed, the impact on operations and financial reporting may
range from minor errors to significant systems failure which could affect an
entity's ability to conduct normal business operations. It is not possible to be
certain that all aspects of the Year 2000 issue affecting the entity, including
those related to the efforts of customers, suppliers, or other third parties
will be fully resolved.

NOTE 7 - LONG TERM COMMITMENTS

The company leases a 26,000 square foot facility in Los Angeles, California. It
also leases a few pieces of manufacturing equipment.

The Company owns no real property. Office
services are provided without charge by a director. Such costs are immaterial to
the financial statements and, accordingly, have not been reflected therein. 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 has not formulated a policy for the resolution of such conflicts.

NOTE 8 -  CHANGE IN AUDITORS

James Slayton, C.P.A. has resigned as the company auditors, which resignation
was accepted by the Company on March 15, 2000 effective from December 31, 1999.
The reason for the resignation was the press of other business which made it
impossible for Mr. Slayton to continue as the company auditor. No dispute
existed or exists between the Company and the Auditors. There were no
disagreements between the company and its former auditors when the auditor
resigned.

John Spurgeon, CPA, JD whose address is PO Box 1171, Glendora, CA 91740,
telephone number (626) 914-9449 has agreed to replace James Slayton as suditor.

                                       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, 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.

Because the injunction is still in force, it is not possible here to discuss
what EST technology is or how it is used. Suffice it to say, that it is not
necessary nor is it a requirement of any product which Freedom Surf intends to
manufacture or distribute.

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, 800,000 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. This transaction did not actually occur until the second
quarter. However, it was effective as of January 4, 2000 and therefore impacted
the quarter being reported here.

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

Effective February 20, 2000, Martin Gilchrist, Director and Vice President,
resigned for personal reasons. He has been replaced by Rick Songer as Director
and Vice President of Sales & Marketing.

Rick Songer, 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.

Effective February 20, 2000, Louise Freidman, Chief Financial Officer of the
Company retired. She has been replaced by Judy Songer. Judy Songer has been
Chief Financial Officer to Southern California Logo, Inc. since its founding in
1985. Prior to the founding of Southern California Logo, Ms. Songer was employed
by BDM, Inc., a Washington, D.C. think tank. She also resides in Southern
California and is the wife of Rick Songer. She has always been actively engaged
in the company since its founding and will continue to be actively engaged in
the continued operations of Freedom Surf, Inc. as its Chief Financial Officer.

An audit of the acquisition of Southern California Logo, Inc. will be filed as
an amendment to the 8-K Report regarding the acquisition of that company within
75 days of the present filing.


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 is being filing concurrently herewith regarding the
        purchase of Soutern California Logo, Inc. and the change of certain
        directors and officers.

        c. A copy of Agreement purchasing Southern California Logo, Inc. is
        attached as Exhibit 6.1

                                       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: May 11, 2000



/s/ Raece Richardson
--------------------
Raece Richardson
Chief Executive Officer, Director

                                       14