U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-KSB

(Mark One)
            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1999

             [_] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934 E

    For the transition period from _________________ to ____________________

Commission file number:  000-26971

                     AREA INVESTMENT AND DEVELOPMENT COMPANY
                 (Name of small business issuer in its charter)

         Utah                                                 87-0284871
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)


                  c/o Solomon Broadcasting International, Inc.
                 130 S. El Camino Drive, Beverly Hills,CA           90212
               (Address of principal executive offices)            (Zip Code)

Issuer's Telephone Number: 301-205-6220

Securities to be registered under Section 12(b) of the Exchange Act:

Title of Each Class: None            Name of each exchange on which registered:
                                                         N/A

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

                          Common Stock, $0.01 par value
                          -----------------------------
                                (Title of class)

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

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

     State issuer's revenue for its most recent fiscal year: $489.00.


<PAGE>


     State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the average bid and asked prices of such stock, as of a
specified  date within the past 60 days.  (See  definition  of affiliate in Rule
12b-2): $38,216,952 as of March 8, 2000.

     Note:  If  determining  whether a person is an  affiliate  will  involve an
unreasonable  effort and expense,  the issuer may calculate the aggregate market
value of the common  equity held by  non-affiliates  on the basis of  reasonable
assumptions, if the assumptions are estimated.

                   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS)

     Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court Yes ______ No ______

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     State the number of shares outstanding of the issuer's common equity, as of
the latest  practicable date:  14,591,397 shares of common stock as of March 27,
2000.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Our definitive  information  statement  which was filed with the Securities
and Exchange  Commission  (the  "Commission")  on March 27, 2000,  for a special
meeting of  stockholders,  expected  to be held on or about April 17,  2000,  is
incorporated by reference into Parts I and III of this Form 10-KSB. In addition,
our  information  statement  which was filed with the  Commission on February 9,
2000, in  connection  with a change in the majority of the board of directors of
the Company, is incorporated into Parts I and III of this Form 10-KSB.

     Transitional Small Business Disclosure Format (check one): Yes [_] No [X]

     Certain  statements  in this Annual  Report that are not  historical  facts
constitute  "forward-  looking  statements"  within the  meaning of the  Federal
securities laws. Discussions  containing such forward-looking  statements may be
found  in the  sections  entitled,  "Management's  Discussion  and  Analysis  of
Financial  Condition and Results of Operations"  and "Business," as well in this
Annual Report generally.  In addition, when used in this Annual Report the words
"anticipates,"   "intends,"  "seeks,"   "believes,"  "plan,"   "estimates,"  and
"expects" and similar  expressions  as they relate to us or our  management  are
intended  to identify  such  forward-looking  statements.  Such  statements  are
subject to a number of risks and uncertainties.  Our actual results, performance
or  achievements  could  differ  materially  from the results  expressed  in, or
implied by, these  forward-looking  statements.  We undertake no  obligation  to
revise  these  forward-looking  statements  to  reflect  any  future  events  or
circumstances.


<PAGE>


                                TABLE OF CONTENTS

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS ..........................................    1

ITEM 2.  DESCRIPTION OF PROPERTY ..........................................    3

ITEM 3.  LEGAL PROCEEDINGS ................................................    3

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS3


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY
         AND RELATED STOCKHOLDER MATTERS ..................................    4

ITEM 6.  MANAGEMENT'S DISCUSSION
         AND ANALYSIS OF PLAN OF OPERATION ................................    5

ITEM 7.  FINANCIAL STATEMENTS .............................................    6

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH
         ACCOUNTANT ON ACCOUNTING FINANCIAL DISCLOSURE ....................   17


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS,
         PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT ................   18

ITEM 10. EXECUTIVE COMPENSATION ...........................................   21

ITEM 11. SECURITY OWNERSHIP OF CERTAIN
         BENEFICIAL OWNERS AND MANAGEMENT .................................   21

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ...................   24

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K .................................   26


SIGNATURES ................................................................   28


<PAGE>


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

Business Development

     As  used  herein,   the  term  "Company"  refers  to  Area  Investment  and
Development Company, a Utah corporation,  and its subsidiaries and predecessors,
unless the context indicates otherwise.

     The Company was originally  formed as a Utah  corporation in June 1970, for
the  purpose  of  engaging  in real  estate,  general  business  and  investment
opportunities.  From 1997 through 1999, the Company had no material  operations.
Until  recently,  the Company  had been  primarily  engaged in seeking  business
ventures to acquire (for more  information  about material events  subsequent to
the Company's  year-end  covered by this filing please see  "subsequent  events"
below).

     On June 15, 1997, the Company entered into a Financial Consulting Agreement
with Park Street  Investments,  Inc., a Utah corporation  ("Park Street") wholly
owned by Ken Kurtz,  who  subsequently  resigned  his  positions as an executive
officer  and  director of the Company in February  2000.  In  consideration  for
consulting  services and payment of the Company's  expenses,  the Company issued
3,000,000  shares of common stock to Park Street in November  1997.  Park Street
subsequently  assigned  2,000,000  shares it received to Mr. Kurtz,  and 500,000
each to Carrie  Kurtz  and Tammy  Gehring,  both of whom were  directors  of the
Company at the time of the transfer.  Ms. Kurtz  resigned in February 2000 while
Ms.Gehring remains a director.

     In January 1999,  the Company began  discussions  with  representatives  of
Fax4free.com, Inc. ("Fax4free"), an online service provider, for the possibility
of a business combination or strategic alliance. The Company and Fax4free agreed
on the terms of Fax4free's  acquisition.  In  anticipation of the acquisition of
Fax4free,  the Company  authorized an offering of 4,000,000 shares of its common
stock (the "Offering")  pursuant to Rule 504 of Regulation D, promulgated  under
the  Securities Act of 1933, as amended (the "Act").  The 4,000,000  shares were
offered at $.03125 per share to raise $125,000.  Proceeds were to be used to pay
expenses related to the acquisition of Fax4free, and to pay off the remainder of
the Company's  debts.  On March 30, 1999,  the Company closed the Offering after
having sold  4,000,000  shares to a total of seven  investors.  Of the 4,000,000
shares  sold,  3,918,750  shares were sold for  $122,461 in cash and 81,250 were
sold for $2,539 in debt settlement.  On March 24, 1999, the Company paid off the
remainder of its debts in the amount of $32,461 and paid a finder/consulting fee
in the  amount of $90,000  to Hudson  Consulting  Group,  Inc.  ("Hudson"),  for
introducing Fax4free to the Company.

     In April 1999,  Fax4free  terminated its agreement with the Company because
it subsequently discovered it could not obtain the additional necessary funding,
from unrelated  financing sources,  for its future business  operations on terms
acceptable to Fax4free.  Hudson agreed to assist the Company in locating another
merger acquisition  candidate,  at no extra fee. Management opted to expense the
entire $90,000 fee paid to Hudson, which was non-refundable,  because Hudson did
not  have an  exclusive  agreement  with  management  and was not  obligated  to
perform.

                                        1

<PAGE>


     In April 1999,  the Company  issued an additional  2,000,000  shares of its
common  stock to Mr.  Kurtz,  pursuant to Section  4(2) of the Act, at $0.01 per
share, for a total of $20,000, which was used by the Company for general working
capital.


Subsequent Events

     On February 19, 2000,  the Company  closed an Asset  Acquisition  Agreement
("Agreement") with Maxx International, Inc. ("Maxx"). Pursuant to the Agreement,
the  Company  acquired  100% of the  assets  of Maxx,  including  the  worldwide
distribution rights to the private prayer books of His Holiness,  Pope John Paul
II,  in  exchange  for  3,500,000  shares of the  Company's  common  stock  (the
"Acquisition").  In  connection  with the  Acquisition,  the  Company  appointed
Michael  Solomon as a director  and  chairman  of the board and Rick Garson as a
director and the  Company's  president  and  secretary.  Immediately  after such
appointments, Ken Kurtz and Carrie Kurtz resigned from all of their positions as
directors and officers of the Company. Tammy Gehring remains a director.

     Additionally,   in  March  of  2000,  the  Company  acquired  100%  of  the
outstanding  shares of common stock of Pure Vision Internet,  Inc., a California
corporation  ("Pure  Vision") in exchange  for the issuance by the Company of an
aggregate of 2,043,226 shares of the Company's common stock, options to purchase
an additional 1,050,000 shares of the Company's common stock and satisfaction of
a Pure Vision debt.  Pure Vision  manages  35,000  digital video and audio files
daily.  Pure  Vision  is well  established  in the  areas of web  site  template
development,  video  streaming,  webcasting,  web  conferencing,  hosting sites,
automatic e-commerce store generator, domain name provider and ISP/DSL reseller.
The main focus of Pure  Vision for the last three  years has been their Web site
www.thegospel.com.  The  gospel.com is a Christian Web Community  that links the
churches and ministries of today with the furthest points of the world.

     Accordingly,  as of the date of this report, the Company now engages in the
business  of  producing,   licensing  and  distributing  broad-based  multimedia
entertainment  programs and products. The Company now owns the rights to produce
a number of high-profile  entertainment  programs and products in the religious,
music and sports markets.

     Additional  information  required by this item is incorporated by reference
from the Company's  definitive  information  statement filed with the Securities
and Exchange  Commission  (the  "Commission")  on March 27, 2000,  for a special
meeting of stockholders, expected to be held on or about April 17, 2000, and the
Company's  information statement which was filed with the Commission on February
9, 2000, in  connection  with a change in the majority of the board of directors
of the Company.


                                        2

<PAGE>


ITEM 2.  DESCRIPTION OF PROPERTY

     During the  calendar  years  ended  December  31, 1999 and 1998 the Company
used, at no cost, the office and related clerical services owned and provided by
Mr. Kurtz, a former officer and director of the Company.  All correspondence for
the Company was received  through a mail service at 2133 East 9400 South,  Suite
151,  Sandy,  Utah 84093,  which was  recently  changed to 3434 East 7800 South,
#237, Salt Lake City, Utah 84121.

     As of the date of this  report,  the  Company  uses the  offices of Solomon
Broadcasting  International,  Inc., a company owned by the Company's Chairman of
the Board,  Michael Solomon,  located at 130 S. El Camino Drive,  Beverly Hills,
California  90212.  A tenant at will,  the  Company  pays  Solomon  Broadcasting
International, Inc., $3,000 a month for the use of the office space.

ITEM 3. LEGAL PROCEEDINGS

     The Company is not a party to any pending legal proceeding.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Company  did not submit any  matters to a vote before its  shareholders
during the year ended December 31, 1999 and 1998.

     Additional  information  required by this item is incorporated by reference
from the Company's definitive information statement filed with the Commission on
March 27, 2000, for a special meeting of stockholders, expected to be held on or
about April 17, 2000, and the Company's  information  statement  which was filed
with the  Commission  on February 9, 2000,  in  connection  with a change in the
majority of the board of directors of the Company.


                                        3

<PAGE>


                                     PART II


ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The  common  stock of the  Company is  currently  traded  through  the NASD
OTC-Bulletin  Board  under the symbol  "AIVD,"  although  very  limited  trading
occurred during the year ended December 31, 1999.

     The  table  set  forth  below  lists  the range of high and low bids of the
Company's  common stock for each quarter over the last two calendar  years ended
December 31, 1999 and 1998. The prices in the table reflect inter-dealer prices,
without  retail  markup,  markdown or commission  and may not  represent  actual
transactions.



 Calender Year     Quarter          High            Low
 -------------     -------          ----            ---

     1998           First            N/A            N/A

                    Second           N/A            N/A

                    Third            N/A            N/A

                    Fourth          $0.02          $0.005

     1999           First           $0.02          $0.001

                    Second          $6.00          $0.062

                    Third           $7.00          $0.062

                    Fourth          $6.50          $0.062

     As of March 24, 2000, there were  approximately 58 holders of record of the
Company's common stock.

     The Company has not  declared  any cash  dividends  for the last two fiscal
years. The Company does not anticipate  declaring any cash dividends in the near
future.  There are no  restrictions  that  limit the  Company's  ability  to pay
dividends,  other than those  generally  imposed by  applicable  state law.  The
future  payment  of  dividends,  if any,  on the  common  stock  is  within  the
discretion of the board of directors and will depend on the Company's  earnings,
capital  requirements,  financial  condition,  and other relevant  factors.  The
Company does not anticipate the payment of future dividends.


                                        4

<PAGE>


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION

     The  following  discussion  of  the  financial  condition  and  results  of
operations  of the  Company  should be read in  conjunction  with the  Financial
Statements,  including the Notes thereto,  of the Company included  elsewhere in
this report.

Plan of Operation

     The  Company's  mission is to own and manage Web content  and media  assets
which are packaged  and  converged  across  multiple  distribution  platforms to
provide multifaceted revenue streams and increase stockholder equity.

     The Company is presently seeking to form a strategic  alliance with another
entity and or investor to help  satisfy its current cash flow needs for the next
fiscal  year.  The  Company is in the unique  position  of owning the  exclusive
worldwide  licensing  rights to the seven  private  prayer books  written by His
Holiness Pope John Paul II.  Although  there can be no assurance,  a significant
publishing  advance of $5,000,000 to $8,000,000 is anticipated once the approved
translations  are  received  from  the  Vatican.   Additionally,  the  Company's
marketing  program  includes  the  distribution  will be a  collection  of music
compact discs with unique characteristics. This will involve famous national and
international  entertainment  idols,  actors and sports  stars  reading  various
prayers contained within the Pope's Prayer Books, combined with music.

     In March 2000, the Company  acquired 100% of the outstanding  stock of Pure
Vision  Internet Inc.  ("Pure  Vision")  which manages  35,000 digital video and
audio  files  daily.  Pure Vision is well  established  in the areas of web site
template development,  video streaming,  webcasting,  web conferencing,  hosting
sites,  automatic  e-commerce store generator,  domain name provider and ISP/DSL
reseller.  The main focus of Pure Vision for the last three years has been their
Web site  www.thegospel.com.  The  Gospel.com is a Christian Web Community  that
links the  churches  and  ministries  of today with the  furthest  points of the
world. As the Company develops,  additional  personnel will be required to staff
the various business centers.

                                        5

<PAGE>


ITEM 7.  FINANCIAL STATEMENTS


Independent Auditors' Report ..............................................    7

Balance Sheets ............................................................    8

Statements of Operations ..................................................    9

Statements of Stockholders' Equity (Deficit) ..............................   10

Statements of Cash Flows ..................................................   11

Notes to the Audited Financial Statements .................................   12







                                        6

<PAGE>


                          INDEPENDENT AUDITORS' REPORT


Board of Directors
Area Investment and Development Company
Salt Lake City, Utah

We  have  audited  the  accompanying  balance  sheets  of  Area  Investment  and
Development  Company as of December 31, 1999 and 1998 the related  statements of
operations,  shareholders'  equity,  and cash flows for the years ended December
31,  1999  and  December  31,  1998.   These   financial   statements   are  the
responsibility of the Company's Management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatements.  An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Area Investment and Development
Company as of December  31, 1999 and 1998 and the results of its  statements  of
operations,  shareholders'  equity,  and cash flows for the years ended December
31, 1999 and 1998 in conformity with generally accepted accounting principles.

The accompanying  financial  statements have been presented assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 3 to the  financial
statements,  the Company has transacted  little business activity for some time,
which raises substantial doubt about its ability to continue as a going concern.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.

/s/ SELLERS & ASSOCIATES, P.C.

Ogden, Utah
February 29, 2000

                                        7

<PAGE>




                     AREA INVESTMENT AND DEVELOPMENT COMPANY
                                 Balance Sheets
                                    (Audited)


                                     ASSETS

<TABLE>
<CAPTION>
                                                                  December 31,
                                                                1999         1998
                                                             ---------    ---------
<S>                                                          <C>          <C>
Current Assets
      Cash                                                   $  20,489    $       0
                                                             ---------    ---------
          Total Current Assets                                  20,489            0
                                                             ---------    ---------

          Total Assets                                       $  20,489    $       0
                                                             =========    =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
      Accounts Payable                                       $       0    $  35,000
                                                             ---------    ---------

          Total Current Liabilities                                  0       35,000
                                                             ---------    ---------

Stockholders' Equity (Deficit)
 Common Stock, $0.01 par value, 50,000,000 authorized
 Issued and outstanding 9,048,178 shares at
 12-31-99 and 3,048,173 shares at 12-31-98                      90,482       30,482
  Additional Paid-In Capital                                   116,700       31,700
  Accumulated during (Deficit)                                (186,693)     (97,182)
                                                             ---------    ---------

           Total Stockholders' Equity                           20,489      (35,000)
                                                             ---------    ---------

Total Liabilities and Stockholders'
 Equity (Deficit)                                               20,489            0
                                                             =========    =========
</TABLE>


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

                                        8

<PAGE>




                     AREA INVESTMENT AND DEVELOPMENT COMPANY
                            Statements of Operations
                                    (Audited)


                                                       For the Years Ended
                                                           December 31,
                                                      1999               1998
                                                  -----------        -----------

INCOME
     Settlement of debt                           $         0        $    51,915
     Interest Income                                      489                  0
                                                  -----------        -----------

GROSS INCOME                                      $       489        $    51,915
                                                  -----------        -----------

EXPENSES

     General and administrative                   $    90,000        $       480
                                                  -----------        -----------

     Total Expenses                               $    90,000        $       480
                                                  -----------        -----------

INCOME (LOSS) FROM OPERATIONS                         (89,511)            51,435
                                                  -----------        -----------

NET INCOME (LOSS)                                 $   (89,511)       $    51,435
                                                  -----------        -----------

BASIC INCOME (LOSS) PER SHARE$                          (0.01)       $      0.02
                                                  ===========        ===========

WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                              7,634,474          3,048,173
                                                  ===========        ===========


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

                                        9

<PAGE>


                     AREA INVESTMENT AND DEVELOPMENT COMPANY
                  Statements of Stockholders' Equity (Deficit)
                                    (Audited)


<TABLE>
<CAPTION>
                                                                                   Additional                            Total
                                                         Common Stock               Paid-in        Accumulated       Stockholders'
                                                  Shares            Amount          Capital         (Deficit)           Equity
                                                 ---------        ---------        ---------        ---------         ---------
<S>                                              <C>              <C>              <C>              <C>               <C>
Balance, December 31, 1997                       3,048,173        $  30,482        $  31,700        $(148,617)        $  86,435

Net Income for the year ended
   December 31, 1998                                     0                0                0           51,435            51,435
                                                 ---------        ---------        ---------        ---------         ---------
Balance, December                                3,048,173           30,482           31,700          (97,182)          (35,000)

Issuance of common stock for
   cash and debt                                 6,000,000           60,000           85,000                0           145,000

Net loss for the year
   ended December 31, 1999                               0                0                0          (89,511)          (89,511)
                                                 ---------        ---------        ---------        ---------         ---------

Balance, December 31, 1999                       9,048,173        $  90,482        $ 116,700        $(186,693)        $  20,489
                                                 =========        =========        =========        =========         =========
</TABLE>


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

                                       10

<PAGE>

                     AREA INVESTMENT AND DEVELOPMENT COMPANY
                            Statements of Cash Flows
                                    (Audited)


<TABLE>
<CAPTION>
                                                                          For the Years Ended
                                                                             December 31,
CASH FLOWS FROM OPERATING ACTIVITIES                                  1999                   1998
                                                                   ---------              ---------
<S>                                                                <C>                    <C>
     Net Income/(loss)                                             $ (89,511)             $  51,435
                                                                   ---------              ---------
     Adjustments to reconcile net loss to net cash
     used by operating activities:

            Increase/(Decrease) Accounts Payable                     (32,461)               (51,435)
                                                                   ---------              ---------

            Net Cash Provided (Used) by Financing Activities        (121,972)                     0
                                                                   ---------              ---------

CASH FLOWS FROM INVESTING ACTIVITIES                                       0                      0
                                                                   ---------              ---------

CASH FLOWS FROM FINANCING ACTIVITIES

    Issuance of Common Stock for Cash                                142,461                      0
                                                                   ---------              ---------

            Net Cash Provided by Financing Activities                142,461                      0
                                                                   ---------              ---------

NET INCREASE (DECREASE) IN CASH                                       20,489                      0

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                                                      0                      0
                                                                   ---------              ---------

CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                                                    $  20,489              $       0
                                                                   =========              =========

---------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES OF NON CASH

        Investing and financing activities - stock issued
          for debt settlement                                      $   2,539              $       0
</TABLE>

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

                                       11

<PAGE>


                     AREA INVESTMENT AND DEVELOPMENT COMPANY
                    Notes to the Audited Financial Statements
                           December 31, 1999 and 1998


NOTE 1 - NATURE OF ORGANIZATION

     The  financial  statements  presented  are  those  of Area  Investment  and
     Development  Company (the  "Company").  The Company was organized under the
     laws of the State of Utah on June 10, 1970.  The Company was  organized for
     the purpose of seeking potential business ventures.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a.   Accounting Method

     The  financial   statements  are  prepared  using  the  accrual  method  of
     accounting. The Company has elected a December 31 year end.

     b.   Income Taxes

     Deferred  income  taxes  arise  from  the  temporary   differences  between
     financial  statement and income tax recognition of net operating  losses. A
     deferred  tax  asset  arising  from the net  operating  loss  carryover  of
     approximately $90,000 has been offset by a valuation allowance.

     c.   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 revenues  and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

     d.   Statement of Cash Flows

     For purpose of the  statement  of cash flows,  the  Company  considers  all
     highly  liquid  investments  with a maturity  of three  months or less when
     purchased to be cash equivalents.

     e.   Net Income (Loss) Per Share

     Primary net income or (loss) per share is  computed by dividing  net income
     or (loss) by the weighted average number of common shares outstanding.


                                       12

<PAGE>


                     AREA INVESTMENT AND DEVELOPMENT COMPANY
                    Notes to the Audited Financial Statements
                           December 31, 1999 and 1998


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     f.   Revenue Recognition

     Revenue is recognized when earned.

     g.   Fair Value of Financial Instruments

     The methods and  assumptions  used to estimate the fair value of each class
     of financial instruments are as follows:

     Cash and cash equivalents :

     The carrying  amounts  approximate fair value because of the short maturity
     of these instruments.

NOTE 3 - GOING CONCERN

     The Company's  financial  statements are prepared using 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.  However,  the Company does not have significant cash or other
     material  assets,  nor  does it  have an  established  source  of  revenues
     sufficient  to cover its  operating  costs and to allow it to continue as a
     going concern.

     Management  developed  a plan and raised  $145,000  by issuing  stock.  All
     obligations were paid off and $20,000 cash was left in the Company.

     On December 31, 1999 the Company was  negotiating  an asset  acquisition of
     Maxx  International,  Inc. (Maxx) which finalized  February 3, 2000. Assets
     were acquired in exchange for 3,500,000 shares of capital stock. Management
     believes  the  Company's  future  success  will  be  achieved  through  the
     development  of  assets  acquired  from  Maxx.  However,  there  can  be no
     assurance of future  success.  The financial  statements do not include any
     adjustment  that might be necessary if the Company is unable to continue as
     a going concern.



                                       13

<PAGE>


                     AREA INVESTMENT AND DEVELOPMENT COMPANY
                    Notes to the Audited Financial Statements
                           December 31, 1999 and 1998


NOTE 4 - RELATED PARTY TRANSACTIONS

     Because the Company  lacked  assets or  resources to  compensate  or induce
     personnel to assist it with a program of reviving or combining  the Company
     with  an  operational  business,  the  Company  entered  into  a  Financial
     Consulting Agreement ("Agreement")with Park Street Investments, Inc. ("Park
     Street") in June of 1997. Park Street is a Utah  Corporation  100% owned by
     Ken Kurtz, the Company's President, majority shareholder and director.

     According  to the  Agreement,  Park Street has agreed to assist the Company
     with  its  corporate  maintenance,   administration,   financial  statement
     preparation and securities filings. In addition, Park Street is to actively
     pursue,  negotiate  and structure a merger or business  combination  with a
     third  party on behalf of the  Company.  Park Street has also agreed to pay
     for the costs  associated  with these  responsibilities  until the  Company
     effects a combination with another entity.

     As  consideration  for its  services  and  payment of the  Company's  costs
     therewith,  the  Company's  board  authorized  the  issuance  of  3,000,000
     restricted  common stock shares  valued at $.01 per share.  By November 25,
     1997 all  3,000,000  shares were  issued.  Of this,  Park  Street  assigned
     2,000,000  shares to Ken Kurtz, who is both the Company's and Park Street's
     President  and 500,000  shares to each of the  Company's  two directors for
     their  assistance  with Park Street in  implementing  its contract with the
     Company.

     Also according to the  Agreement,  Park Street shall be entitled to as much
     as 10% of the total issued and  outstanding  shares of the Company  after a
     business  combination.  Park  Street  shall  also be  entitled  to any cash
     consideration it can negotiate from a potential  reorganization entity. The
     Agreement is flexible and actual  results will vary  depending  upon actual
     negotiation.

     This  agreement  resulted in a change in control of the Company  giving Ken
     Kurtz majority control of the Company's  common stock.  This stock issuance
     is not deemed to be at arms length.

     In June 1997 the Company  appointed  Ken Kurtz,  a director at the time, as
     the Company's  President.  In September  1997, the Company  appointed Tammy
     Gehring and Carrie Kurtz as additional directors and as Secretary/Treasurer
     and Vice  President  respectively.  Ms.  Gehring is also  employed  by Park
     Street. Mrs. Kurtz is the wife of the Company's President/Director. 14


                                       14

<PAGE>


                     AREA INVESTMENT AND DEVELOPMENT COMPANY
                    Notes to the Audited Financial Statements
                           December 31, 1999 and 1998


NOTE 4 - RELATED PARTY TRANSACTIONS (CONTINUED)

     In January 1999,  the Company began  discussions  with  representatives  of
     Fax4free.com,  Inc. - an online service provider - for the possibility of a
     business  combination.  In anticipation of such business  combination,  the
     Company  authorized  an offering for  4,000,000  shares of its common stock
     under  Regulation  D Rule 504 at  $.03125  per  share  to  raise  $125,000.
     Proceeds  were  to  be  used  to  pay  expenses  related  to  the  business
     combination and to pay off the remainder of the Company's debts.

     On March 30, 1999,  the Company  closed the offering  after having sold the
     4,000,000 shares to seven investors of which 3,918,750 shares were sold for
     $122,461  in cash and 81,250  were sold for $2,539 in debt  settlement.  On
     March 24,  1999,  the Company  paid off the  remainder  of its debts in the
     amount of $32,461 and paid a finder/consulting fee in the amount of $90,000
     to Hudson Consulting Group, Inc.  ("Hudson") for introducing  Fax4free.com,
     Inc. to the Company. Hudson has agreed to assist in locating another merger
     acquisition  candidate  as part of its $90,000  fee which has been  already
     paid.  Management  has opted to  expense  the entire  $90,000  fee which is
     non-refundable  because  Hudson does not have an exclusive  agreement  with
     management  and  is not  obligated  to  perform.  Therefore,  there  are no
     assurances  that the Company may not be obligated to pay additional fees to
     other parties in the future.

     On April 5, 1999 the Company sold and issued 2,000,000 restricted shares of
     its common stock to it its President,  Ken W. Kurtz for $20,000 cash. Later
     in April, 1999 the Company  terminated its negotiations with  Fax4free.com,
     Inc. and the anticipated business combination ceased.

NOTE 5 - REDUCED SETTLEMENT OF PAYABLE

     Present  management  negotiated a settlement  of accounts  payable due to a
     prior  consultant.  On June 25,  1998,  the payable was reduced by $51,915,
     going from $86,915 to $35,000.  In February 1999, the Company issued 81,250
     common  stock  shares to a creditor  towards  payment of its  $35,000  note
     payable.  The 81,250  share  issuance  was valued at $.03125  per share and
     hence  reduced the $35,000  obligation  by $2,539.  On March 24, 1999,  the
     Company  paid off the  remainder of its debts in the amount of $32,461 from
     proceeds of its January 1999  Regulation D Rule 504 common stock  offering.
     Currently, the Company has no debts.


NOTE 6 - ISSUANCE OF STOCK

     In June of 1997, the company entered into a consulting  agreement with Park
     Street  Investments,  Inc.  ("Park  Street"),  a  firm  100%  owned  by the
     Company's President whereby



                                       15

<PAGE>


                     AREA INVESTMENT AND DEVELOPMENT COMPANY
                    Notes to the Audited Financial Statements
                           December 31, 1999 and 1998


     Park  Street has  agreed to pay all  necessary  expenses  to  maintain  the
     company in good  standing and to seek out a merger with a viable  operating
     entity.   Park  Street  has  also  agreed  to  provide  all  administrative
     assistance,   office  space  and  costs  as  part  of  its  Agreement.   In
     consideration  for the  above,  the  Company  authorized  the  issuance  of
     3,000,000  restricted  common  stock  shares  valued at $.01 per share.  By
     November 25, 1997 all 3,000,000  shares were issued.  Of this,  Park Street
     assigned  2,000,000  shares to Ken  Kurtz,  who is the  Company's  and Park
     Street's  President  and  500,000  shares  to  each  of the  Company's  two
     directors  for their  assistance  with  Park  Street  in  implementing  its
     contract with the Company.

     In January 1999, the Company authorized an offering for 4,000,000 shares of
     its common stock under  Regulation D Rule 504 at $.03125 per share to raise
     $125,000.  Proceeds were to be used to pay expenses related to the business
     combination  and to pay off the remainder of the Company's  debts. On March
     30, 1999,  the Company  closed the offering after having sold the 4,000,000
     shares to seven investors of which 3,918,750  shares were sold for $122,461
     in cash and 81,250 shares were sold for $2,539 in debt settlement.

     On April 5, 1999 the Company sold and issued 2,000,000 restricted shares of
     its common stock to it its President, Ken W. Kurtz for $20,000 cash.


NOTE 7 - SUBSEQUENT EVENT - ASSET  ACQUISITION OF MAXX  INTERNATIONAL,  INC. AND
         CHANGE IN COMPANY MANAGEMENT

     On February 3, 2000 the Company  closed on an Asset  Acquisition  Agreement
     with Maxx International, Inc., ("Maxx") whereby the Company acquired all of
     Maxx's assets in exchange for 3,500,000  restricted shares of the Company's
     $.01 par value Common Stock.  No  liabilities  or other  encumbrances  were
     acquired from Maxx in the asset acquisition.

     On February 3, 2000 the Company  closed on an Asset  Acquisition  Agreement
     with Maxx  International,  Inc., whereby the Company acquired all of Maxx's
     assets in exchange for 3,500,000  restricted  shares of the Company's  $.01
     par value Common Stock. Also in connection with the acquisition,  Ken Kurtz
     and Carrie Kurtz  resigned as officers and directors of the Company and Ms.
     Gehring  resigned  as  Secretary/Treasurer  and  stayed  on as a  director.
     Michael  Solomon was appointed as director and Chairman of the Board of the
     Company and Rick Garson was appointed as director, president, secretary and
     treasurer.

     As a result  of this  asset  acquisition,  neither  Ken Kurtz nor any other
     party owns or controls over 50% of the outstanding stock of the Company.


                                       16

<PAGE>




ITEM 8. CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANT ON ACCOUNTING  FINANCIAL
        DISCLOSURE

     None.















                                       17

<PAGE>


                                    PART III


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT

     Additional  information  required by this item is incorporated by reference
from the Company's definitive information statement filed with the Commission on
March 27, 2000, for a special meeting of stockholders, expected to be held on or
about April 17, 2000, and the Company's  information  statement  which was filed
with the  Commission  on February 9, 2000,  in  connection  with a change in the
majority of the board of directors of the Company.


Directors and Executive Officers

Executive Officers and Directors for Years Ended December 31, 1999 and 1998



        NAME           AGE            POSITION
        ----           ---            --------
   Ken Kurtz (1)        32     President and Director
   Carrie Kurtz(1)      36     Vice President and Director
   Tammy Gehring        25     Secretary, Treasurer and Director

----------

     (1)  Ken Kurtz and Carrie Kurtz are married.

Executive Officers and Directors as of February 19, 2000

     On February 19, 2000,  the Company  closed an Asset  Acquisition  Agreement
("Agreement") with Maxx International,  Inc. ("Maxx"). Pursuant to the Agreement
the Company acquired 100% of the assets of Maxx in exchange for 3,500,000 shares
of the  Company's  Common  Stock (the  "Acquisition").  In  connection  with the
Acquisition, the Company appointed Michael Solomon as a director and Chairman of
the  Board  and Rick  Garson  as a  director  and the  Company's  President  and
Secretary.  Immediately  after such  appointments,  Ken Kurtz and  Carrie  Kurtz
resigned  from all of their  positions as directors and officers of the Company.
Tammy Gehring remains as a director.

     The  following  table  sets  forth  information   regarding  the  Company's
executive officers and directors as a result of the Acquisition.


                                       18

<PAGE>


            NAME          AGE            POSITION
            ----          ---            --------
      Michael Solomon     62   Director, Chairman of the Board

        Rick Garson       37   President, Secretary, Treasurer and Director

       Tammy Gehring      25   Director

     Ken Kurtz served as the  Company's  President  and a director  from 1997 to
February 2000.  From 1992 to present,  Mr. Kurtz served as the  President,  sole
director  and  sole  shareholder  of  Park  Street  Investments,  Inc.,  a  Utah
corporation ("Park Street").  Through Park Street, Mr. Kurtz provides consulting
services to public and private companies on mergers, recapitalization, and other
forms of corporate  reorganization.  Mr. Kurtz currently serves or has served as
an  officer,  director  and/or  control  person  for a number of  publicly  held
companies subject to the reporting  requirements of the Securities  Exchange Act
of  1934,  as  amended,   including  Hamilton   Exploration  Co.,  Inc.,  Nugget
Exploration,  Inc., Eastport Red's Incorporated and Score One, Inc. Mr. Kurtz is
a graduate of the  University  of Utah with a  Bachelor's  of Science  degree in
Finance.  Mr. Kurtz is married to Carrie Kurtz,  the former Vice President and a
former director of the Company.

     Carrie Kurtz  served as the  Company's  Vice  President  and director  from
September  1997 to February  2000.  She is married to Ken Kurtz,  the  Company's
former President and a former director.  From January 1992 to present, Ms. Kurtz
has held several part-time  positions in the health,  banking,  and food service
industries  while also  working as a homemaker.  Prior to 1992,  Ms. Kurtz spent
seven  years  in  the  banking  industry  in  positions  ranging  from  customer
representative  to branch  manager.  Ms.  Kurtz is not an  officer,  director or
control person of any other public company.

     Tammy  Gehring  served as the  Company's  Secretary  and  Treasurer  of the
Company from  September  1997 to February 2000. Ms. Gehring has also served as a
director of the Company since  September  1997. Ms. Gehring has been employed by
Park Street as an assistant  and  consultant in mergers and  acquisitions  since
June of 1997.  From 1995 to 1997, Ms. Gehring was employed as an  administrative
assistant in the mergers and acquisitions  department of a financial  consulting
firm  based in Salt Lake  City,  Utah.  Previous  to that,  Ms.  Gehring  was an
accounting  and finance  student at Salt Lake  Community  College.  Ms.  Gehring
served as an officer and  director of  Flexweight  Corporation  from August 1996
until May 1998.  Currently,  Ms. Gehring is not an officer,  director or control
person of any other public company.

     Michael  Solomon,  Chairman  of the Board,  has  approximately  42 years of
experience  in the  entertainment  industry as founder and  president of several
publicly and  privately  held  production  companies.  Mr.  Solomon is currently
founder and major  shareholder  of Sunstorm  Entertainment  Group,  a television
production company; founder and owner of Prime Time Communications, a television
production company producing in Spain and Romania;  founder and owner of Solomon
Broadcasting International, a Spanish television production company; founder and
owner of NBO Ole, the leading PAY-TV service company in Latin America,  with new
interests in the Russian, Chinese and Indian markets; founder of Codena Del Sol,
a major shareholder of Channel 11 in Peru;


                                       19

<PAGE>



and, co-owner of Iguana Productions,  the largest independent production company
in Latin America. In 1978 Mr. Solomon founded  Telepictures  Corporation,  which
traded on the  NASDAQ,  and which  became  the  largest  television  syndication
company in the U.S. and one of the largest international  distribution companies
in the world.  Telepictures  Corporation was acquired by Lorimar Telepictures in
1985 which traded on the American Stock  Exchange.  During his tenure at Lorimar
Telepictures,  Mr.  Solomon served as president and director and led the Company
to become one of the largest television  production and distribution  company in
the world,  producing major television  series such as "Dallas",  "Falcon Crest"
and "Knots Landing".  Lorimar  Telepictures was then acquired by Warner Brothers
in 1989,  which trades on the New York Stock  Exchange.  Mr.  Solomon went on to
serve as  president of Warner  Brothers  International  Television,  until 1994,
which became the largest  television  distribution  company in the world. In his
earlier years, Mr. Solomon was, to his credit, the youngest field manager in the
history of the motion picture industry,  and MCA's youngest vice president.  Mr.
Solomon currently serves on the Board of Directors of Team Communications,  Inc.
(NASDAQ);  the Board of  Directors  of The North Face,  Inc.,  a privately  held
company; the Board of Directors of  Pittard-Sullivan,  a privately held company;
the Board of Directors  of New York  University  Stern  School of Business;  the
Board of Directors of the Entertainment  Business & Management Advisory Board at
UCLA;  and the Board of Directors of the  International  Council of the National
Academy of Television  Arts and Sciences.  Mr.  Solomon was educated at Boston's
Emerson  College,  where he also holds an honorary  law degree,  and at New York
University Stern School of Business.

     Rick Garson, President, Secretary, Treasurer and a director, is the creator
and  executive  producer of "NFL  JAMS",  "NFL  Country",  "MTV's NFL JAMS world
premiere"  and "NFL JAMS MTV Special Live from Super Bowl XXXI".  Mr. Garson has
created  and  produced  some  of  the  most  successful   music  and  television
productions in history,  including the Billboard Music Awards,  now entering its
eighth year with Fox  Broadcasting  Corporation.  He has packaged,  produced and
promoted specials such as the Rolling Stones "Steel Wheels Tour" pay-per-view TV
special;  the New Kids On The Block  pay-per-view TV special;  and a John Lennon
Anniversary TV Special.  Mr. Garson has created and/or  produced major campaigns
for Entertainment  Weekly,  McDonald's,  Reebok,  Miller Brewing, the Parliament
Sound Series,  the Michael Jackson  Thriller Tour,  George Michael's Faith Tour,
and Amnesty International Human Rights Tour featuring Bruce Springsteen,  Sting,
Peter Gabriel and Tracy Chapman, as well as the Amnesty International Conspiracy
of Hope Tour featuring U2, The Police, Bryan Adams and Peter Gabriel.

Section 16(a) Beneficial Ownership Reporting Compliance

     Based solely upon the Company's  review of Forms 3, 4 and 5 and  amendments
thereto  furnished to the registrant  under Rule 16a-3(a) during the fiscal year
preceding the filing of this Form 10-KSB,  the Company is not aware of any other
person who was a director, officer, or beneficial owner of more than ten percent
of the Company's common stock and who failed to file reports required by Section
16(a) of the Securities Exchange Act of 1934 in a timely manner.


                                       20

<PAGE>


ITEM 10. EXECUTIVE COMPENSATION

     No compensation in excess of $100,000 was awarded to, earned by, or paid to
any executive officer or director of the Company during the years ended December
31, 1999,  1998 or 1997.  The following  table sets forth the cash  compensation
paid by the  Company,  as well as certain  other  compensation  paid or accrued,
during the fiscal years ended  December 31, 1999,  1998,  1997 to the  executive
officers and directors of the Company.

<TABLE>
<CAPTION>
                                       Annual Compensation(1)            Long Term Compensation (1)
                                   -------------------------------------------------------------------------------------------------
                                                                       AWARDS                       PAYOUTS
------------------------------------------------------------------------------------------------------------------------------------
Name and Principal         Year    Salary   Bonus    Other Annual      Restricted   Securities      LTIP            All Other
Position                             ($)     ($)     Compensation      Stock        Underlying      Payouts($)      Compensation
                                                        ($)            Award(s)     Options/SARs                    ($)
                                                                                    (#)
====================================================================================================================================
<S>                        <C>       <C>     <C>       <C>              <C>            <C>            <C>                <C>
Ken Kurtz (2)              1999      N/A     N/A       N/A              N/A            N/A            N/A                N/A (2)
President; Director        1998      N/A     N/A       N/A              N/A            N/A            N/A                N/A (2)
                           1997      N/A     N/A       N/A              N/A            N/A            N/A                N/A (2)
------------------------------------------------------------------------------------------------------------------------------------
Carrie Kurtz               1999      N/A     N/A       N/A              N/A            N/A            N/A                N/A
Vice President             1998      N/A     N/A       N/A              N/A            N/A            N/A                N/A
Director                   1997      N/A     N/A       N/A              N/A            N/A            N/A                N/A
------------------------------------------------------------------------------------------------------------------------------------
Tammy Gehring              1999      N/A     N/A       N/A              N/A            N/A            N/A                N/A
Secretary, Treasurer       1998      N/A     N/A       N/A              N/A            N/A            N/A                N/A
Director                   1997      N/A     N/A       N/A              N/A            N/A            N/A                N/A
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

----------
     (1)  No executive  officer received  compensation of $100,000 or greater in
          any fiscal year from 1997 to 1999.

     (2)  Does not include  3,000,000  shares issued to Park Street  Investment,
          Inc. pursuant to a Consulting Agreement with the Company. Ken Kurtz is
          the sole director, officer and stockholder of Park Street Investments,
          Inc. See "Certain Relationships and Related Transactions".

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets  forth the  number  of  shares of common  stock
beneficially  owned as of the year ended  December 31, 1999, and as of March 27,
2000, after giving effect to the closing of the Asset Acquisition Agreement with
Maxx  International,  Inc.  (the  "Acquisition")  on February 19, 2000,  and the
acquisition  of 100% of the  outstanding  shares of Pure Vision  Internet,  Inc.
common  stock,  by:  (i)  those  persons  or  groups  known to the  Company  who
beneficially own more than 5% of the Company's Common Stock;  (ii) each director
and director nominee;  (iii) each executive officer whose compensation  exceeded
$100,000 in the year ended December 31, 1999; (iv) each executive officer of the
Company who assumed  office after the closing of the  Acquisition;  and, (v) all
directors and executive  officers as a group.  The  information is determined in
accordance  with Rule  13d-3  promulgated  under  the  Exchange  Act based  upon
information furnished by persons listed


                                       21

<PAGE>

or contained in filings  made by them with the SEC.  Except as indicated  below,
the stockholders listed possess sole voting and investment power with respect to
their shares.

     Additional  information  required by this item is incorporated by reference
from the Company's definitive information statement filed with the Commission on
March 27, 2000, for a special meeting of stockholders, expected to be held on or
about April 17, 2000, and the Company's  information  statement  which was filed
with the  Commission  on February 9, 2000,  in  connection  with a change in the
majority of the board of directors of the Company.


<TABLE>
<CAPTION>
                                                                                                As of  March  24, 2000
                                                         As of the Year Ended                   and after closing the
                                                         December 31, 1999(1)                       Acquisition(2)

                                                     AMOUNT AND                            AMOUNT AND
                                                      NATURE OF                             NATURE OF
                                                     BENEFICIAL         PERCENT            BENEFICIAL         PERCENT
NAME OF BENEFICIAL OWNER                                  OWNER        OF CLASS                 OWNER        OF CLASS
------------------------                                  -----        --------                 -----        --------
<S>                                                   <C>                  <C>              <C>                  <C>
A-Z Oil LLC
27 Burr Road
London, England SW184SQ                                 770,000             8.5%              770,000             5.3%

David Michael Irrevocable Trust
c/o Wendell Hall
5519 Rawls Road
Tampa, FL 33625                                         730,000             8.1%              730,000             5.0%

Ariel Finances, Inc.
10, Elvira Mendez Street
Panama 5
Rep.  of Panama                                         800,000             8.8%              800,000             5.5%

Arno Holding Corp.
10, Elvira Mendez street
Panama 5
Rep. of Panama                                          800,000             8.8%              800,000             5.5%

Yosif Flek (3)
Wilhelm Str 41
10963 Berlin Germany                                    737,500             8.2%                    0             0.0%

Ken Kurtz (4)(5)(6)
2133 East 9400 South, Suite 151
Sandy, Utah 84093                                     3,801,843            42.0%            3,801,843            26.1%
</TABLE>


                                       22

<PAGE>


<TABLE>
<S>                                                   <C>                      <C>      <C>                      <C>
Carrie Kurtz (4)
2133 East 9400 South, Suite 151
Sandy, Utah 84093                                       500,000                 5.5%      500,000                 3.4%

Tammy Gehring (6)
2133 East 9400 South, Suite 151
Sandy, Utah 84093                                       500,000                 5.5%      500,000                 3.4%

Maxx International, Inc.(7)(8)(9)
c/o Solomon Broadcasting International, Inc.
130 S. El Camino Drive                                        0                 0.0%            0                 0.0%
Beverly Hills, CA 90212

CPW Associates, Inc. (7)(8)(9)
c/o Solomon Broadcasting International, Inc.
130 S. El Camino Drive                                        0                 0.0%    3,500,000                24.0%
Beverly Hills, CA 90212

Rick Garson (7)(8)(9)
c/o Solomon Broadcasting International, Inc.
130 S. El Camino Drive                                        0                 0.0%    3,500,000                24.0%
Beverly Hills, CA 90212

Michael Solomon (6)(10)
c/o Solomon Broadcasting International, Inc.
130 S. El Camino Drive                                        0                 0.0%      150,000                 1.0%
Beverly Hills, CA 90212

All Executive officers and
Directors as a Group (6)
(3 persons)                                           4,800,000                53.0%    4,150,000                28.4%
                                                                                     (7)(8)(9)(10)         (7)(8)(9)(10)
</TABLE>
----------

     (1)  Based  on  9,048,171  shares  of  common  stock  actually  issued  and
          outstanding at December 31, 1999.

     (2)  Based on 14,591,397  shares of common stock issued and  outstanding as
          of March 24, 2000,  including  3,500,000 shares of common stock issued
          in connection with the Acquisition of the assets of Maxx and 2,043,226
          shares of common stock issued in connection  with the  acquisition  of
          100% of the outstanding  shares of Pure Vision  Internet,  Inc. common
          stock.  Does not include an option to be granted to the holders of the
          Pure Vision common stock, to purchase an additional  1,050,000  shares
          of the Company's common stock.

     (3)  Yosif Flek  ceased  owning  five  percent  or more of the  outstanding
          shares of the Company's  common stock after the date of the closing of
          the Acquisition.

     (4)  Ken Kurtz and Carrie Kurtz are married.


                                       23

<PAGE>


     (5)  The stock amount of shares  beneficially  owned by Ken Kurtz  includes
          1,843 shares in the name of Park Street  Investments,  Inc.,  of which
          Mr. Kurtz is the sole owner.

     (6)  Ken  Kurtz,  Carrie  Kurtz and Tammy  Gehring  were  directors  of the
          Company as of December 31,  1999.  After  closing of the  Acquisition,
          Michael  Solomon  and Rick  Garson  filled  vacancies  on the Board of
          Directors  caused by the  resignation  of Ken Kurtz and Carrie  Kurtz.
          Tammy Gehring remains a director.

     (7)  Rick Garson is the sole  officer,  director  and  stockholder  of Maxx
          International, Inc. and CPW Associates, Inc.

     (8)  Includes  3,500,000  shares  issued to Maxx  International,  Inc.,  in
          connection with the Acquisition.

     (9)  Maxx International,  Inc. distributed the 3,500,000 shares it received
          as part of the Acquisition to CPW Associates, Inc.

     (10) Includes  150,000  shares of Common Stock  issuable  upon  exercise of
          options to purchase  Common  Stock at a price of $3.00 per share until
          December 31,  2002,  and subject to the  limitations  set forth in the
          Company's  Stock  Option  Plan  which  is to be  determined.  Does not
          include  100,000  shares  issuable in 25,000 share lots every 90 days,
          for a  period  of  one  year,  from  the  date  of and  pursuant  to a
          Consulting  Agreement,  which was deemed effective upon closing of the
          Acquisition.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In June 1997,  the Company  entered into a consulting  agreement  with Park
Street  Investments,  Inc. ("Park  Street"),  a corporation  wholly owned by Ken
Kurtz,  the  Company's  President  and a director at the time of the  agreement.
Pursuant to the agreement,  Park Street agreed to pay all necessary  expenses to
maintain  the Company in good  standing and to assist in seeking out a favorable
business  opportunity.  In  consideration  for the above  services,  the Company
issued 3,000,000 shares of common stock to Park Street,  which were subsequently
assigned to Mr.  Kurtz,  and the other two directors of the Company at the time,
Carrie Kurtz,  his wife,  and Tammy Gehring.  In addition to these shares,  Park
Street was entitled to receive up to 15% of the total  outstanding  common stock
shares of the Company post-merger, as well as any cash fees it can obtain from a
merger candidate.

     In April 1999,  the Company  sold  2,000,000  shares of common stock to Mr.
Kurtz for $20,000. The shares were sold to raise working capital to pay the cost
of the Company becoming a reporting company under the Securities Exchange Act of
1934, as amended.

     Prior  to the  acquisition  of  the  assets  (the  "Acquisition")  of  Maxx
International  ("Maxx"),  Mr. Kurtz owned  3,600,000 of the Company's  9,048,171
shares of common stock issued and outstanding


                                       24

<PAGE>


or approximately 42%.  Immediately after the Acquisition,  Mr. Kurtz's 3,600,000
shares  represented   approximately  30%  of  the  Company's  total  issued  and
outstanding Common Stock.

     Upon the close of the Acquisition,  Maxx was issued 3,500,000 shares of the
Company's common stock. Rick Garson,  who is the current  President,  Secretary,
Treasurer  and a director of the  Company,  is the sole  officer,  director  and
stockholder of Maxx. The shares issued to Maxx were subsequently  distributed to
CPW  Associates,  Inc.  ("CPW").  Mr. Garson is the sole  officer,  director and
stockholder of CPW.

     Additionally,  upon the close of the  Acquisition,  the  Company  agreed to
assume a one year Consulting Agreement with Michael Solomon, negotiated by Maxx,
whereby Mr.  Solomon  would  provide  the  Company  with  certain  business  and
entertainment  consultation  and contacts,  and the Company would compensate Mr.
Solomon  with  a  yearly  consulting  fee  of  $250,000,  a  success  fee on all
agreements  entered into by the Company  with third  parties  introduced  to the
Company by Mr.  Solomon,  100,000 shares of the Company which shall be issued in
25,000  share lots every 90 days for a one year term,  and an option to purchase
150,000 shares at an exercise price of $3.00 per share, until December 31, 2002.

     Beginning in March 2000,  the Company began a tenancy at will to use office
space from Solomon  Broadcasting  International,  Inc.,  a company  owned by the
Company's Chairman of the Board,  Michael Solomon.  The office space, located at
130 S. El Camino Drive,  Beverly Hills,  California 90212, is leased at $3,000 a
month.

     Additional  information  required by this item is incorporated by reference
from the Company's  definitive  information  statement filed with the Securities
and Exchange  Commission  (the  "Commission")  on March 27, 2000,  for a special
meeting of stockholders, expected to be held on or about April 17, 2000, and the
Company's  information statement which was filed with the Commission on February
9, 2000, in  connection  with a change in the majority of the board of directors
of the Company.


                                       25

<PAGE>


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  The Exhibits listed below are filed as part of this Annual Report.

 Exhibit No.              Document
 -----------              --------

   (3)(i)      Articles of  Incorporation  (incorporated  by reference  from the
               Registration  Statement  on Form 10-SB filed with the  Securities
               and Exchange Commission under File No. 000-26971)

   (3)(ii)     Bylaws (incorporated by reference from the Registration Statement
               on Form 10-SB filed with the Securities  and Exchange  Commission
               under File No. 000-26971)

   (10)(i)     Assignment of Accounts  Receivable Dated December 14, 1998 by and
               between  the Company and Canton  Financial  Services  Corporation
               (incorporated  by reference  from the  Registration  Statement on
               Form 10-SB  filed with the  Securities  and  Exchange  Commission
               under File No. 000-26971)

   (10)(ii)    Settlement  Agreement  Dated  June 25,  1998 by and  between  the
               Company and Canton Financial Services  Corporation  (incorporated
               by reference from the Registration  Statement on Form 10-SB filed
               with  the  Securities  and  Exchange  Commission  under  File No.
               000-26971)

   (10)(iii)   Financial Consulting Agreement Dated June 15, 1997 by and between
               the Company and Park Streets Investments,  Inc.  (incorporated by
               reference  from the  Registration  Statement  on Form 10-SB filed
               with  the  Securities  and  Exchange  Commission  under  File No.
               000-26971)

   (10)(iv)    Asset Acquisition Agreement Dated February 3, 2000 by and between
               the  Company  and  Maxx  International,   Inc.  (incorporated  by
               reference  from the Report on Form 8-K filed with the  Securities
               and Exchange Commission under File No. 000-26971)

   (10)(v)     Consulting  Agreement  Dated  February  ___,  2000 by and between
               Michael Solomon and the Company


                                       26

<PAGE>


   (10)(vi)    Stock Purchase  Agreement Dated February ___, 2000 by and between
               the Company and Holders of 100% of the Outstanding Shares of Pure
               Vision Internet, Inc. Common Stock

   (21)        Subsidiaries of the Registrant

   (27)        Financial Data Schedule*

----------
     *    The Financial Data Schedule is presented only in the electronic filing
          with the Securities and Exchange Commission.


     (b) No  reports  on Form 8-K  were  filed by the  Company  during  the last
quarter of it's fiscal year ending December 31, 1999.


                                       27

<PAGE>


                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed by the  undersigned,  thereunto duly authorized,
this 30th day of March, 2000.

                                         AREA INVESTMENT AND DEVELOPMENT COMPANY


                                         By:  /s/ Rick Garson
                                            ------------------------------------
                                             Rick Garson, President

     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dated indicated.


By: /s/ Rick Garson                                         Date: March 30, 2000
    -------------------------------------------
    Rick Garson, President, Secretary, Treasurer
    and Director


By: /s/ Michael Solomon                                     Date: March 30, 2000
    -------------------------------------------
    Michael Solomon, Chairman of the Board and
    Director


By: /s/ Tammy Gehring                                       Date: March 30, 2000
    -------------------------------------------
    Tammy Gehring, Director


                                       28