SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 FORM 10-KSB

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

      [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                For the fiscal year ended: December 31, 2000

                      Commission File Number: 000-25523

                        MEGA MICRO TECHNOLOGIES GROUP
            (Exact name of registrant as specified in our charter)

Nevada                               	   88-0287451
(State or other jurisdiction of         	  (I.R.S. Employer Identification No.)
incorporation or organization)

6455 South Industrial Road, Suite G
Las Vegas, Nevada                                 89118
(Address of principal executive offices)          (Zip Code)

      Registrant's telephone number including area code: (702) 260-0900

         Securities registered pursuant to Section 12(b) of the Act:
                                    None

         Securities registered pursuant to Section 12(g) of the Act:
                       Common Stock, $0.001 par value
                              (Title of Class)

     Indicate by check mark whether the registrant (a) has filed all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding 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.  Yes    X      No  _____

     Indicate  by  check mark if disclosure of delinquent filers pursuant  to
Item  405  of  Regulation  S-K  is not contained  herein,  and  will  not  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-K.  [     ]

     The  number of shares of Common Stock, $0.001 par value, outstanding  on
March   15,   2001,   was  19,021,281  shares,  held  by  approximately   556
stockholders.

<PAGE>

                        MEGA MICRO TECHNOLOGIES GROUP
                         FOR THE FISCAL PERIOD ENDED
                              December 31, 2000

                               Index to Report
                               on Form 10-KSB


PART I                                                          Page

Item 1.   Business                                               3-8
Item 2.   Properties                                               8
Item 3.   Legal Proceedings                                        9
Item 4.   Submission of Matters to a Vote of Security Holders      9

PART II

Item 5.   Market for Registrant's Common Equity and Related Stockholder
          Matters                                                 10
Item 6.   Management's Discussion and Analysis of Financial Condition
          and Results of  Operation                               10
Item 7.   Financial Statements and Supplementary Data             12
Item 8.   Changes in and Disagreements With Accountants on Accounting and
          Financial Disclosure                                    12

PART III

Item 9.   Directors and Executive Officers of the Registrant      13-15
Item 10.  Executive Compensation                                  16-17
Item 11.  Security Ownership of Certain Beneficial Owners and Management
                                                                  17-18
Item 12.  Certain Relationships and Related Transactions          18

PART IV

Item 13.  Exhibits, Financial Statement Schedules and Reports on Form 8-K
                                                                  18-19

<PAGE>

     This  form 10-KSB contains forward-looking statements within the meaning
of   the  federal  securities  laws.  These  forward-looking  statements  are
necessarily based on certain assumptions and are subject to significant risks
and uncertainties. These forward-looking statements are based on management's
expectations  as of the date hereof, and the Company does not  undertake  any
responsibility to update any of these statements in the future. Actual future
performance  and results could differ from that contained in or suggested  by
these  forward-looking statements as a result of factors set  forth  in  this
Form  10-KSB (including those sections hereof incorporated by reference  from
other filings with the Securities and Exchange Commission), in particular  as
set forth in "Business Risks" under Item 1 and set forth in the "Management's
Discussion and Analysis" under Item 6.

    In  this  form  10-KSB references to "MEGA MICRO," "the  Company,"  "we,"
"us," and "our" refer to MEGA MICRO TECHNOLOGIES GROUP.

MANAGEMENT  IS UNABLE TO PROVIDE AUDITED FINANCIAL STATEMENTS AT  THIS  TIME.
FINANCIAL  INFORMATION  SET  FORTH HEREIN IS UNAUDITED  AND  PROVIDED  ON  AN
INTERIUM BASIS UNTIL SUCH INFORMATION IS MADE AVAILABLE. INVESTORS SHOULD NOT
RELY  ON  THE  UNAUDITED FINANCIAL INFORMATION PROVIDED IN MAKING  INVESTMENT
DECISIONS.

PART I

ITEM 1.   BUSINESS

     Mega  Micro  Technologies Group, a Nevada corporation ("Mega  Micro"  or
"the  Company"), is a holding company with two operating subsidiaries: wholly
owned  Mega  Micro,  Inc., a California corporation ("Mega")  a  supplier  of
technology  hardware,  and 80% owned Type 2 Communications,  Inc.,  a  Nevada
corporation  ("Type  2"), formerly Mirage Internet Communications,  Inc.,  an
Internet Service Provider.

     On  July 20, 1999 Mirage Nevada, Inc. (formerly Mirage Computers,  Inc.)
merged with Mirage Computers, Inc. (formerly Torrey Pines Productions,  Inc.)
("Torrey").  Torrey had 3,001,492 shares of common stock outstanding  at  the
time  of  the  merger  and  issued 5,000,000 shares to  Mirage  Nevada,  Inc.
shareholders in exchange for 11,200 shares of Mirage Nevada, Inc.  Torrey had
never  commenced  any  significant operations and  was  considered  a  public
"shell".   As a result of the merger, Mirage Nevada, Inc. was dissolved  with
Torrey  being the surviving company.  For financial and accounting  reporting
purposes,  the acquisition was treated as a recapitalization with  Torrey  as
the acquirer (reverse acquisition).

     Mega Micro Technologies Group, a Nevada corporation acquired Mega Micro,
Inc.  a  California  corporation in January  2000.  Mega,  at  the  time  was
generating  approximately $16 million in revenues. It was  the  intention  of
Mega  Micro to integrate Mega into its product line to avoid going to outside
vendors  for the supply of its technology hardware. However; as a  result  of
the  change in market conditions, Mega Micro liquidated its interest in  Mega
in March of 2001.


     The  Company has recently liquidated its position in Mega and  considers
itself  in  the  business of providing services for the storage,  management,
protection and sharing of electronic information. These integrated  solutions
enable organizations to create an enterprise information infrastructure. Mega
Micro  is  a supplier of these solutions, which comprise information  storage
systems,  software  and  services. Its products  and  services  are  sold  to
customers that use a variety of the most popular computing platforms for  key
applications, including electronic commerce, data warehousing and transaction
processing. Mega Micro's ability to pursue this business model is effectuated
through  various  strategic  alliances, which provide  Mega  Micro  with  the
required resources.

<PAGE>

     On  January  12,  2000,  Mega  Micro, through  its  subsidiary,  Type  2
(formerly  Mirage  Internet  Communications, Inc.)  acquired  the  assets  of
Skylink Networks, Inc. from Skylink Networks, Inc's then sole shareholder and
president.  Skylink  Networks, Inc. was an Internet Service  Provider.  As  a
result  of  a  disparity in the financial information provided by  the  prior
shareholder/officer/director, Mega Micro requested  certain  offsets  against
Mega Micro's obligation for payment to the prior shareholder. After months of
protracted  negotiations, Mega Micro was sued in  reference  to  the  Type  2
Communications transaction.

     On February 2, 2000 the Company reduced its outstanding common stock by
3,000,000 shares.  The share reduction was accomplished through a tri-party
agreement between the Company, Capital Growth LLC and two of the Company's
former founders.  In a private transaction, Capital Growth LLC purchased from
the former officers 3,500,000 shares of restricted common stock bound by an
18-month lock up agreement for cash and 18-month promissory notes.  The
Company negotiated and authorized the cancellation of the 3,500,000 shares of
common stock subject to the lock up agreement, in consideration for 500,000
shares of restricted common stock.

     As  a  condition  to  the  tri-party agreement, the  Company  agreed  to
guarantee  the  payment of the promissory notes with  shares  of  its  common
stock. If Capital Growth LLC defaults on the payment of the promissory  notes
(combined  principal balance of $200,000), which are due  June  1,  2001  and
accrue  interest at 6% per annum, the Company is obligated to issue an amount
of  its  common stock at $0.14 per share to repay the promissory  notes.  The
number of shares that would need to be issued is approximately 1,500,000.

     On  April  27, 2000, pursuant to an Acquisition Agreement  and  Plan  of
Merger  entered  into  by and between Mega Micro and TourPro  Golf,  Inc.,  a
Nevada   Corporation  (TourPro),  (a  company  subject   to   the   reporting
requirements  of  the  Securities  and Exchange  Act  of  1934)  all  of  the
outstanding  shares  of  common stock of TourPro were exchanged  for  150,000
shares  of  144  restricted common stock of Mega Micro, in a  transaction  in
which Mega Micro was the successor and took on the reporting requirements  of
TourPro.

PRODUCTS

      Mega Micro operates in the following segments: computer components  and
information  storage products, which until recently were sold  through  Mega,
and  other businesses such as Internet service provider. As a result  of  the
liquidation  of  its  position  in Mega, the Company  acquires  its  computer
components  and  information storage products,  which  are  utilized  in  its
information storage services, from third party vendors.

INTERNET SERVICE PROVIDER

     Type  2  Communications,  Inc., a Nevada  corporation,  is  an  Internet
Service  Provider  primarily directing its efforts toward corporate  business
services.  Type  2  can  provide  an Internet Service  solution  for  startup
Internet  Service  Providers (ISP's), companies who want to provide  Internet
Access  for  their own customers, and corporations that need Virtual  Private
Networks (VPN) for Interoffice capabilities, and for the corporations  mobile
executives and sales agents.

     Type  2  can provide a full turnkey network solution including:  mail  &
radius servers, DNS & web hosting servers, port assignment for modem and ISDN
access,  management & transport for T1 services, and co-location for servers,
routers, and other equipment. Type 2 provides its members with a core set  of
features  through  its  standard Internet service, which  provides  unlimited
Internet access and several related services for a $19.95 monthly fee. Type 2
also offers a variety of broadband and premium services to its individual and
business members. Recurring revenues, which are generally paid for in advance
with  credit  cards, consist of monthly fees charged to members for  Internet
access  and  other  ongoing  services including business  Web  site  hosting,
dedicated ISDN, dial-up accounts, and T-1 and T-3 services.

<PAGE>

INFORMATION STORAGE SYSTEMS

     Mega  Micro,  Inc.,  a  California  corporation  ("Mega")  has  provided
computer   components,  software,  and  custom-built  systems  to   corporate
customers  and  to  businesses serving business since  1991.  Moreover,  Mega
designs, installs, and services Local Area Networks (LAN), Wide Area Networks
(WAN),  and  intranets and extranets. Subsequent to year  end,  December  31,
2000,  Mega  Micro  determined that although the sale of technology  hardware
through Mega assisted Mega Micro in its business-to-business solutions,  with
the  onslaught  of  technology hardware in the market  and  Mega's  continued
losses,  Mega  Micro  should  liquidate its  position  in  Mega  and  acquire
technology hardware from third party vendors. (See "Subsequent Events")

INFORMATION STORAGE SERVICES

     Mega Micro Technologies Group, a Nevada corporation (The Parent Company)

     Mega   Micro's  organization  offers  information  technology   services
including  consulting,  installation,  training,  day-to-day  support,  parts
delivery  and  system  upgrades.  This organization,  through  its  strategic
alliances  unites service functions, including customer service, professional
service and technical training service.

     The  Company  is  striving to become a provider of  business-to-business
(B2B)     electronic    commerce    ("e-commerce")    solutions.     Although
undercapitalized, the Company by leveraging its experience in hardware  sales
and networking services along with resources provided to it via relationships
with companies such as Exigen/Datamax, OTG, Plasmon, and EDS, Mega Micro  can
provide  an  advanced  and  tightly integrated  business  process  automation
solution.  Mega  Micro  has  entered  into  a  VAR  agreement  with   Datamax
Technologies,  a  developer  of the VisiFLOW Enterprise  Business  Automation
Suite.  The inclusion of the VisiFLOW suite in Mega Micro's product line  has
accelerated  the  transition from retail computer sales to  B2B  and  serving
corporate customers directly. Mega Micro, through its strategic alliances can
offer  clients the ability to collect data from multiple sources,  distribute
this  data  through out the client's workflow and present  the  data  as  web
content.  The natural progression would be to then utilize the power  of  the
Internet  to  deliver  this  data  both  internally  and  externally  through
intranets, networks and self service web sites. The VisiFLOW software bridges
the  gap  between  paper and electronic commerce across  the  enterprise  and
throughout supply chains.

     Other  products include an information distribution system developed  by
EDS.  Mega  Micro  currently has over 1,000 computer  systems  running  EDS's
flight  information display system at McCarren International Airport, in  Las
Vegas, Nevada. Mega Micro also has approximately 100 computer systems running
another  EDS  custom application at the Venetian Hotel in Las Vegas,  Nevada.
EDS is currently bidding to install their information distribution systems in
airports,  hotels  and convention facilities across the United  States.  Mega
Micro's  systems are being included in these bids bundled with EDS'  software
solution.

     The  sales  process  by  which  Mega Micro's  integrated  solutions  are
marketed  are  typically  directed to an executive-level  decision  maker  by
prospective  end-users and generally requires Mega Micro and its Partners  to
engage in a lengthy and complex sales cycle (typically between six and twelve
months  from the initial contact date). Mega Micro distributes its  solutions
through  an  on-site support team. Systems support engineers are  trained  in
both networking and the application specific for the entire solution provided
to  the  client.  The  systems support engineer will  many  times  personally
install  the  system, provide the initial on-site training, and also  provide
any  post sale support required for both the hardware and software components
of  the  solution. This approach gives the customer one point of contact  for
technical support.

<PAGE>

CUSTOMER SERVICE

      Mega Micro's Customer Service organization monitors the status of  Mega
Micro's  information storage solutions to assist customers to assess,  design
and    implement    information   storage   solutions.    Customer    Service
representatives  receive  continual,  on-going  training  in  our   Partner's
applications.

MARKETS

      During 2000, Mega Micro focused primarily on the mid-tier market. These
markets  are  characterized  by  their  requirements  for  large  amounts  of
information storage capacity and the advanced functionality provided by  Mega
Micro's  products  supplied  through its strategic  alliances.  The  mid-tier
market is comprised of mid-sized companies and business units, departments or
locations  within  larger  organizations.  The  mid-tier  market's  computing
requirements  encompass multiple computer platforms, including those  running
UNIX-based, Windows-based and other network operating systems.

ALLIANCES

      Mega  Micro  has  alliances with software, networking,  financial,  and
services  companies.  The  Company intends to  continue  to  form  additional
strategic  alliances.  Mega Micro's strategy is to work  closely  with  these
other  companies to provide added value to its customers by integrating  Mega
Micro solutions with software and networking applications that customers rely
on  to manage their day-to-day business operations. Mega Micro's affiliations
with  the  various strategic alliance partners is imperative to the Company's
success  in  that Mega Micro has insufficient capital to pursue its  business
plan independent of such alliances.

SUBSEQUENT EVENTS

      Effective  March  22, 2001, Mega Micro entered into an  agreement  with
Tarnutzer  Toys,  LLC for the liquidation of Mega Micro's interest  in  Mega.
Mega  was  Mega Micro's technology hardware division operating in San  Diego,
California.  As a result of the significant downturn in the retail  sales  of
technology  hardware, and gross margin percentages, Mega Micro determined  it
in  the  Company's best interest to liquidate its interest in Mega  prior  to
funding  any  additional cash deficit. Mega Micro intends to  strengthen  its
relationships  with  various  wholesale sellers  of  the  types  of  hardware
utilized  by  Mega  Micro  in  its Information Storage  Services  operations.
Although  Mega Micro management believes that the costs associated  with  the
purchase  of  such technology hardware from outside third party vendors  will
increase  due to lower volume purchases, the costs will not substantially  be
greater  than the cost incurred in buying from Mega and suffering the deficit
cash required to support Mega.

      On February 28, 2001, the Company issued 446,444 shares of common stock
at $.50 per share as payment in full of a $200,000 note payable with interest
of $23,223 by the Company to an individual.

DESCRIPTION OF SECURITIES

Common Stock

      The  Company's  Articles of Incorporation authorizes  the  issuance  of
50,000,000  shares  of Common Stock, $0.001 par value  per  share,  of  which
19,021,281 shares were outstanding as of March 15, 2001. Holders of shares of
Common  Stock  are entitled to one vote for each share on all matters  to  be
voted  on  by  the stockholders. Holders of common stock have  no  cumulative
voting  rights.   Holders of shares of Common Stock  are  entitled  to  share
ratably  in dividends, if any, as may be declared, from time to time  by  the
Board of Directors in its discretion, from funds legally available therefore.
In  the event of a liquidation, dissolution or winding up of the Company, the
holders  of shares of Common Stock are entitled to share pro rata all  assets
remaining after payment in full of all liabilities.  Holders of Common  Stock
have no preemptive rights to purchase the Company's Common Stock.  There  are
no conversion rights or redemption or sinking fund provisions with respect to
the common stock.

<PAGE>

Preferred Stock

      The  Company's  Articles of Incorporation authorizes  the  issuance  of
10,000,000 shares of Preferred Stock, $0.001 par value per share, of which no
shares  were outstanding as of the date of this Filing.  The Preferred  Stock
may be issued from time to time by the Board of Directors as shares of one or
more  classes or series. Subject to the provisions of the Company's  Articles
of  Incorporation and limitations imposed by law, the Board of  Directors  is
expressly  authorized to adopt resolutions to issue the shares,  to  fix  the
number  of shares and to change the number of shares constituting any series,
and to provide for or change the voting powers, designations, preferences and
relative,  participating, optional or other special  rights,  qualifications,
limitations  or  restrictions thereof, including dividend  rights  (including
whether  dividends  are  cumulative), dividend  rates,  terms  of  redemption
(including sinking fund provisions), redemption prices, conversion rights and
liquidation preferences of the shares constituting any class or series of the
Preferred  Stock,  in each case without any further action  or  vote  by  the
stockholders.

      One of the effects of undesignated Preferred Stock may be to enable the
Board  of  Directors to render more difficult or to discourage an attempt  to
obtain  control  of  the Company by means of a tender offer,  proxy  contest,
merger  or  otherwise, and thereby to protect the continuity of the Company's
management. The issuance of shares of Preferred Stock pursuant to  the  Board
of  Director's authority described above may adversely affect the  rights  of
holders  of Common Stock. For example, Preferred stock issued by the  Company
may  rank  prior  to  the  Common  Stock as to dividend  rights,  liquidation
preference  or  both,  may  have full or limited voting  rights  and  may  be
convertible into shares of Common Stock. Accordingly, the issuance of  shares
of  Preferred Stock may discourage bids for the Common Stock at a premium  or
may otherwise adversely affect the market price of the Common Stock.

COMPETITION

      Mega  Micro competes with many established companies in the markets  it
serves.  Mega  Micro believes that most of these companies compete  based  on
their  overall market presence and their ability to address customers'  broad
information  technology  requirements. Mega Micro  also  competes  with  many
smaller, less established companies in specific product segments. Mega  Micro
believes that although Mega Micro can generally compete with many established
companies, the lack of substantial cash reserves and a substantial  financial
statement impairs Mega Micros' competitive ability.

EMPLOYEES

      As of April 2, 2001 Mega Micro had approximately 16 employees . None of
Mega  Micro's employees is represented by a labor union, and Mega  Micro  has
never  suffered  an interruption of business as a result of a labor  dispute.
Mega Micro considers its relations with its employees to be good.

BUSINESS RISK FACTORS

     GOING CONCERN RISK
     As  a  result of our deficiency in working capital at December 31,  2000
and  other factors, there is substantial doubt about our ability to  continue
as  a  going concern. Our plans in this regard are to seek additional funding
through future equity private placements or debt facilities.

     FACTORS THAT MAY AFFECT FUTURE RESULTS
      Mega  Micro's prospects are subject to certain uncertainties and risks.
This  Form  10-KSB  contains certain forward-looking  statements  within  the
meaning  of  the  Federal securities laws. Mega Micro's  future  results  may
differ  materially from its current results and actual results  could  differ
materially from those projected in the forward-looking statements as a result

<PAGE>

of  certain risk factors, including but not limited to those set forth below,
other  one-time  events and other important factors disclosed previously  and
from  time  to time in Mega Micro's filings with the Securities and  Exchange
Commission.

     MEGA MICRO MAY BE UNABLE TO KEEP PACE WITH RAPID INDUSTRY CHANGES.
      The  markets  in which Mega Micro competes are characterized  by  rapid
technological  change,  frequent  new  product  introductions  and   evolving
industry  standards. Customer preferences in these markets are  difficult  to
predict  and  there  can  be  no assurance that Mega  Micro's  services  will
continue  to  be  properly positioned in the market or  to  receive  customer
acceptance.

     THE MARKETS MEGA MICRO SERVES ARE HIGHLY COMPETITIVE, AND MEGA MICRO MAY
BE UNABLE TO COMPETE EFFECTIVELY.
      Mega  Micro competes with many established companies in the markets  it
serves  and some of these companies may have substantially greater financial,
marketing and technological resources, earlier access to customers  and  more
opportunity to address customers' various information technology requirements
than Mega Micro. Mega Micro may be adversely affected by the announcement  or
introduction of new products by its competitors, including hardware, software
and services, and the implementation of effective marketing strategies by its
competitors.

     MEGA MICRO'S BUSINESS COULD BE MATERIALLY ADVERSELY AFFECTED AS A RESULT
OF THE RISKS ASSOCIATED WITH ALLIANCES.

      Mega Micro has alliances with information technology companies and Mega
Micro plans to continue its strategy of developing key alliances in order  to
expand  its reach into emerging markets. There can be no assurance that  Mega
Micro  will  be  able to find further suitable business relationships  as  it
develops new products and strategies. Any failure to continue or expand  such
relationships could have a material adverse effect on Mega Micro's  business,
results of operations or financial condition.

      There  can  be  no assurance that companies with which Mega  Micro  has
strategic  alliances, certain of which have substantially greater  financial,
marketing  and technological resources than Mega Micro, will not  develop  or
market  products  in  competition with Mega Micro in the future,  discontinue
their   alliances  with  Mega  Micro,  form  alliances  with   Mega   Micro's
competitors, or hire away Mega Micro employees.

Additional Information

     We  are  subject  to  the informational requirements of  the  Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith,  will
file  reports,  proxy statements and other information with  the  Commission.
Such  reports,  proxy statements and other information may  be  inspected  at
public  reference facilities of the Commission at Judiciary Plaza, 450  Fifth
Street N.W., Washington D.C. 20549; Northwest Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661; 7 World Trade Center, New  York,
New  York, 10048; and 5670 Wilshire Boulevard, Los Angeles, California 90036.
Copies of such material can be obtained from the Public Reference Section  of
the  Commission  at Judiciary Plaza, 450 Fifth Street N.W., Washington,  D.C.
20549  at  prescribed  rates. For further information, the  SEC  maintains  a
website  that contains reports, proxy and information statements,  and  other
information regarding reporting companies at (http://www.sec.gov).

ITEM 2.   PROPERTIES

      The  Company's main offices are located at 6455 South Industrial  Road,
Suite G, Las Vegas, Nevada, 89118. The facility is a leased 4,800 square foot
facility  utilized  in  the following manner: a) administrative  offices,  b)
professional  offices, and c) storage. These headquarters  are  adequate  for
marketing  throughout  the  United States. The  Company  anticipates  it  may
require  additional  space in the future, but anticipates  no  difficulty  in
obtaining  such  space  in  its immediate vicinity at  favorable  rates.  The
Company  pays rent at the rate of $4,706 per month. The Company  also  leases

<PAGE>

6,960  square feet of offices for training at 6280 So. Pecos, Suite  500/600,
Las  Vegas,  Nevada 89120 at $7,183 per month. This lease ends in  September,
2003.

ITEM 3.   LEGAL PROCEEDINGS

     There  are  certain  claims  involving Mega Micro  and  certain  of  its
subsidiaries,  including claims relating to non-payment of  vendor  invoices,
that  allege  amounts which are potentially substantial in the aggregate.  In
management's  opinion, the outcome of these claims will not, individually  or
in  the  aggregate, have a material adverse effect on Mega Micro's  financial
condition.

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

      No  matter was submitted to a vote of Mega Micro's stockholders  during
the fourth quarter of 2000.

<PAGE>

PART II

ITEM 5.   MARKET  FOR  REGISTRANT'S  COMMON EQUITY  AND  RELATED  STOCKHOLDER
          MATTERS

     Our  Common  Stock  is traded in the over-the-counter securities  market
through  the  National Association of Securities Dealers Automated  Quotation
Bulletin  Board  System, under the symbol "MGGA".  The following  table  sets
forth  the quarterly high and low bid prices for our Common Stock as reported
by the Over-the-Counter Bulletin Board.   The quotations reflect inter-dealer
prices,  without  retail  mark-up,  markdown  or  commission,  and  may   not
necessarily represent actual transactions.

                          2000                          1999
               Average Low    Average High   Average Low    Average High
1st Quarter       $1.96          $3.32           (1)            (1)
2nd Quarter       $1.04          $2.65          $5.24          $6.50
3rd Quarter       $1.02          $1.85          $4.00          $5.97
4th Quarter       $0.45          $0.99          $2.68          $4.54
(1)  The Company started trading in April, 1999

     As  of  March  15,  2001, we had approximately 526 stockholders  of  the
16,918,193 shares outstanding.

      During  the  last  three years, the following stock  splits  have  been
effected in the form of a stock dividend:
      *  a two-for-one stock split effective April 2000, for stockholders  of
record on April 28, 2000.

     We  have never declared or paid dividends on our Common Stock, except as
set forth above pertaining to the stock dividend in April of 2000.  We intend
to  follow  a policy of retaining earnings, if any, to finance the growth  of
the  business  and  do  not  anticipate paying  any  cash  dividends  in  the
foreseeable future.  The declaration and payment of future dividends  on  the
Common  Stock will be the sole discretion of the Board of Directors and  will
depend  on  our  profitability and financial condition, capital requirements,
statutory  and  contractual restrictions, future prospects and other  factors
deemed relevant.

ITEM 6.   MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION  AND
          RESULTS OF OPERATIONS

     The following discussion and analysis should be read in conjunction with
our  Financial Statements and the notes thereto appearing elsewhere  in  this
document.  MANAGEMENT  IS UNABLE TO PROVIDE AUDITED FINANCIAL  STATEMENTS  AT
THIS  TIME. FINANCIAL INFORMATION SET FORTH HEREIN IS UNAUDITED AND  PROVIDED
ON  AN  INTERIUM  BASIS  UNTIL SUCH INFORMATION IS MADE AVAILABLE.  INVESTORS
SHOULD  NOT  RELY ON THE UNAUDITED FINANCIAL INFORMATION PROVIDED  IN  MAKING
INVESTMENT DECISIONS.

CAUTIONARY STATEMENTS

      This  report  contains forward-looking statements. Actual  results  and
events  could  differ  materially  from  those  projected,  anticipated,   or
implicit,  in the forward-looking statements as a result of the risk  factors
set forth below and elsewhere in this report.

      With  the exception of historical matters, the matters discussed herein
are  forward looking statements that involve risks and uncertainties. Forward
looking  statements  include, but are not limited to,  statements  concerning
anticipated  trends in revenues and net income, the date of  introduction  or
completion  of our products, projections concerning operations and  available
cash  flow.  Our  actual  results could differ materially  from  the  results

<PAGE>

discussed in such forward-looking statements. The following discussion of our
financial  condition and results of operations should be read in  conjunction
with  our  financial  statements  and the  related  notes  thereto  appearing
elsewhere herein.

Overview

     Mega  Micro  Technologies Group is a holding company with two  operating
subsidiaries:  wholly  owned  Mega  Micro,  Inc.  and  80%   owned   Type   2
Communications, Inc.

     On  or  about  February 15, 2001, Mega Micro announced that  during  the
audit  process for the year ended December 31, 2000, management determined  a
deficiency  in  the  previous auditor's qualifications to  certify  the  1999
audit.  Management had previously engaged Weaver & Martin to audit  the  year
ended December 31, 2000. As a result of the inability of the prior auditor to
certify the year ended 1999 audit, Weaver & Martin are currently auditing the
periods ending December 31, 1999, and December 31, 2000.

Results of Operations

     Period from January 1, 2000 to December 31, 2000

       Revenues.  Revenues  for  the  year  ended  December  31,  2000   were
$13,629,877, an increase of $8,835,502 or 184% from $4,794,375 for  the  year
ended  December 31, 1999. This increase was principally attributable to sales
achieved  through  the  acquisition of the  Mega  operations  in  San  Diego,
California.  However;  as  revenues increased by  184%,  the  cost  of  sales
increased  to $11,909,185 or a 232% increase as compared from $3,586,255  for
the year ended December 31, 1999. This increase in the cost of sales resulted
in  a  gross  profit of $1,720,692 or 42% from $1,208,120 for the year  ended
December 31, 1999.

      General  and  Administrative.  General and  administrative,  legal  and
consulting expenses for the year ended December 31, 2000 were $3,921,251 or a
79%  increase  as  compared from $2,188,992 for the year ended  December  31,
1999. This increase of 79% in general and administrative expenses resulted in
an  operating loss of $2,200,560 or a 124% increase from losses  of  $980,872
for the year ended December 31, 1999.

      Net  loss  for the Company for the year ended December  31,  2000  was
$1,968,701 or a 61% increase from $1,219,219 as compared from the  net  loss
for  the  year  ended  December 31, 1999. As set forth above,  although  the
Company increased its revenues by 184% as a result of the acquisition of the
San  Diego Mega operations, the gross profit only increased by 42%. Further,
the  Company suffered additional selling general and administrative expenses
as  a  result  of  the San Diego purchase, ie an increase of  124%.  Without
offsetting other income, the Company suffered an overall increase in  losses
from  the  prior  year  of  61%. As a result of  this  increase  of  losses,
primarily  the  result  of  the  San  Diego  operation,  which  losses  were
anticipated to increase through 2001, the Company liquidated its interest in
the San Diego operations, effective the end of March, 2001.

Liquidity & Capital Reserves

     The  liquidation  of  San  Diego operations of  Mega  will  assist  the
Company's  cash flow and liquidity position as the result of not  having  to
cover the deficit spending. Additionally, the Company received $200,000  and
500,000  shares  of  its  own  common stock in  return  for  the  San  Diego
operations.

     The  receipt  of funds to the Company from Private Placement  Offerings
and  loans  obtained through private sources are anticipated to  offset  the
near term cash requirements of the Company. Since inception, the Company has
financed  its  cash  flow requirements through debt financing,  issuance  of
common  stock  for  cash  and services, and minimal cash  balances.  As  the
Company  expands  its  data  management  activities,  it  may  continue   to
experience net negative cash flows from operations, pending receipt of sales

<PAGE>

revenues,  and  will  be  required to obtain additional  financing  to  fund
operations through common stock offerings and bank borrowings to the  extent
necessary to provide its working capital.

     Over the next twelve months, the Company intends to develop its revenues
by  servicing  new  clients through established relationships  and  strategic
alliances.  The Company believes that existing capital and anticipated  funds
from  operations  will  not be sufficient to sustain operations  and  planned
expansion  in  the  next twelve months. Consequently,  the  Company  will  be
required  to  seek  additional  capital in the  future  to  fund  growth  and
expansion  through additional equity or debt financing or credit  facilities.
No  assurance  can  be made that such financing would be  available,  and  if
available it may take either the form of debt or equity. In either case,  the
financing  could  have a negative impact on the financial  condition  of  the
Company and its Shareholders.

     The Company anticipates that it will incur operating losses in the next
twelve months. The Company's lack of operating history makes predictions  of
future  operating  results difficult to ascertain. The  Company's  prospects
must  be  considered  in  light  of  the risks,  expenses  and  difficulties
frequently  encountered by companies in their early  stage  of  development,
particularly companies in new and rapidly evolving markets. Such  risks  for
the  Company  include, but are not limited to, an evolving and unpredictable
business  model  and the management of growth. To address these  risks,  the
Company  must,  among  other things, obtain a customer base,  implement  and
successfully  execute its business and marketing strategy, provide  superior
customer   services   and   order  fulfillment,   respond   to   competitive
developments,  and attract, retain and motivate qualified  personnel.  There
can  be no assurance that the Company will be successful in addressing  such
risks,  and the failure to do so can have a material adverse effect  on  the
Company's business prospects, financial condition and results of operations.


ITEM 7.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     See  Index  to  Financial Statements and Financial  Statement  Schedules
appearing  on  page  F-1  through  F-8 of this  Form  10-KSB.  THE  FINANCIAL
STATEMENTS  ARE  UNAUDITED  AND  SHOULD NOT BE  RELIED  UPON  FOR  INVESTMENT
DECISIONS.

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

     Registrant  has  appointed Weaver & Martin, Kansas  City,  Missouri,  as
Registrant's independent accountants for the fiscal year ending December  31,
2000.  This is a change in accountants recommended by Registrant's  Executive
Management and approved by Registrant's Board of Directors.  Weaver &  Martin
was  engaged by Registrant on January 19, 2001. Braverman & Co. ("Braverman")
was  dismissed as Registrant's independent accountant on January 18, 2001  as
the  result  of  Braverman lacking the appropriate  license  to  act  as  the
Company's auditor.

<PAGE>

PART III

ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT; COMPLIANCE WITH
          SECTION 16(a) OF THE EXCHANGE ACT.

     The following table sets forth the names, positions with the Company and
ages  of the executive officers and directors of the Company. Directors  will
be  elected at the Company's annual meeting of shareholders and serve for one
year  or until their successors are elected and qualify. Officers are elected
by  the Board and their terms of office are, except to the extent governed by
employment contract, at the discretion of the Board.

Name                     Age    Title
Robert Stander           64     Chief     Executive     Officer,
                                Chairman of the Board
Thomas Embrogno, Jr.     39     President,    Chief    Operating
                                Officer
David Steffey            42     Secretary/Treasurer  and   Chief
                                Financial Officer
Timothy White            54     Director
Mike King                54     Director
Bruce Voss (1)           51     Director

KEY MANAGEMENT & PERSONNEL PROFILES:

     Robert  Stander, age 64, Chairman of the Board and CEO.  Robert  Stander
has had a distinguished career in public companies over the last 30 years. He
was President / CEO of the Oasis Resort Hotel & Casino, Mesquite, Nevada,  as
well  as  Pride  Cruise  Lines in the early 1990's. During  the  1980's,  Mr.
Stander  was  Executive Vice President & COO of Grand Auto, Inc.,  a  company
engaged in the retail automotive business. Grand Auto had annual revenues  of
$150  million,  employed 3,200 people and was subject to multiple  collective
bargaining agreements.  Earlier in his career, Mr. Stander was Vice President
and  General  Counsel  for  Campbell  Industries  and  Intermark,  both  AMEX
companies.

     Mr.  Stander earned his Bachelor of Arts from Brooklyn College  and  his
Juris  Doctorate  and LLB degrees from Brooklyn Law School. Mr.  Stander  was
admitted  to  the New York state bar and the California bar. Mr. Stander  was
granted an unrestricted gaming license in the state of Nevada.

     Thomas  Embrogno,  Jr., age 39, President and Chief  Operating  Officer.
Thomas  Embrogno  is  President and Chief Operating  Officer  of  Mega  Micro
Technologies  Group,  Inc.  Mr. Embrogno brings over 15 years  of  technical,
marketing  and  sales expertise in the computer industry.  He was  previously
Senior Investment Manager of a 33-year-old financial services company, during
which  time  he  served  on  the  President's  committee  for  The  Hartford.
Recently,  Mr. Embrogno worked for Tradeway Securities Group and  is  a  NASD
licensed  securities  broker.   Mr.  Embrogno  was  employed  by  the  Hilton
Corporation, in the gaming division, for ten years in Las Vegas, Nevada.

     David  Steffey, age 42, Secretary/Treasurer. David Steffey  manages  the
Accounting  and  Finance Departments of Mega Micro Technologies  Group,  Inc.
From 1996-99, Mr. Steffey was General Manager for the Royal Manor, a 665 unit
extended  stay  property.  His responsibilities included planning,  staffing,
promotions,  budgets,  and  general  operations.  Steffey  was  Director   of
Operations  for Casino Data Systems from 1993-96; From 1987-93,  Mr.  Steffey
was Controller for Brennan's Ltd. and Audit Supervisor for Kafoury, Armstrong
& Co. Mr. Steffey has a Bachelor of Science in Accounting from the University
of Nevada Las Vegas.

     Timothy  White, age 54, Director. Timothy White, employed by  EDS,  Inc.
since   January   1997,   planned,  integrated  and  is   presently   Network
Administrator  for the premise distribution network at McCarran International
Airport  in Las Vegas. His experience includes tenures with Lockheed Advanced
Development projects as Field Service engineer and Project Leader for the  F-
117A Stealth Fighter Computer Mission Planning Systems.  Mr. White has served
in   the  U.S.  Air  Force  as  Systems  Analyst,  planning,  organizing  and

<PAGE>

integrating  the  first  generation of personal  computers.  He  has  special
training in Department of Defense top secret and special access programs.

     Mr.  White's education includes an MBA in progress at the University  of
Phoenix  and  a  Bachelor  of Science in Industrial  Education  and  Computer
Technology, at the University of Southern Mississippi.

     Mike King, age 54, a Director.  Michael King is Director/Chief Economist
of Princeton Research of Nevada, Inc., which specializes in economic analysis
of  public  companies, equities, derivatives, commodities,  and  cash  market
trends  throughout  the  world.  In addition,  Mr.  King  publishes  a  daily
newsletter and is a radio talk show host on financial news radio, which  airs
in  New York, Florida, and Las Vegas. Mr. King earned his Bachelor of Science
in Economics from the Wharton School of Business.

     (1)  Bruce Voss, age 51, a Director.  Bruce Voss is currently President,
Director  and  an  owner of Catalina Cruises, a ferry and  cruise  ship  line
located  in  Long  Beach, California.  Since 1997,  Mr.  Voss  has  been  the
President,  Director  and  General  Counsel  to  Latin  Gate  de  Mexico,  an
international telecommunications company headquartered in Mexico City.

     From  1994-97,  he was a partner with Cummins & White  of  Los  Angeles,
Newport  Beach and Taiwan; from 1990-94, he was a partner with Haight,  Brown
and  Bonesteel  in Los Angeles, San Francisco, San Diego and Santa  Ana;  and
from  1980-90,  Mr.  Voss  was a partner with Voss  &  Associates.   Voss  is
currently a judge pro tem in the Orange County Superior/Municipal Courts.  He
attended  Orange Coast College (A.A.), California State University, Fullerton
(Business  Administration/Finance and MBA program) and Pepperdine University,
School of Law (J.D.).

     (1) Resigned effective April 2, 2001.

LIMITATION OF LIABILITY OF DIRECTORS

     Pursuant  to  the  Nevada  General  Corporation  Law,  our  Articles  of
Incorporation  exclude  personal liability for  our  Directors  for  monetary
damages  based  upon  any violation of their fiduciary duties  as  Directors,
except  as  to  liability  for any breach of the duty  of  loyalty,  acts  or
omissions  not  in good faith or which involve intentional  misconduct  or  a
knowing  violation of law, or any transaction from which a Director  receives
an  improper personal benefit. This exclusion of liability does not limit any
right  which  a Director may have to be indemnified and does not  affect  any
Director's  liability under federal or applicable state securities  laws.  We
have  agreed  to  indemnify  our directors against expenses,  judgments,  and
amounts paid in settlement in connection with any claim against a Director if
he  acted  in  good  faith and in a manner he believed  to  be  in  our  best
interests.

BOARD OF DIRECTORS COMMITTEES AND COMPENSATION

Compensation Committee Interlocks and Insider Participation

     The  Board of Directors does not have a Compensation Committee.   Thomas
Embrogno, President, oversaw the compensation of our executive officers.

Board of  Director's Report on Executive Compensation

     General.   As  noted  above,  our Board of Directors  does  not  have  a
Compensation  Committee  and,  accordingly,  during  the  fiscal  year  ended
December  31,  2000, the Board of Directors, through the President,  reviewed
and approved the compensation of our executive officers.

     Overall   Policy;   Significant  Factors.   During  fiscal   2000,   the
compensation  decisions  made by the Board of Directors  in  respect  of  our
executive orders were influenced by three major factors.  First, our start-up

<PAGE>

nature  brings  with  it  all of the normal capital requirements  to  sustain
growth, therefore certain stock compensation was granted in lieu of salaries,
commissions  and for services rendered.  This practice may be  extended  into
the  future on a case by case basis and accordingly filed with the Securities
and  Exchange  Commission.   Finally,  as  we  continue  to  mature,  certain
additions  to  the executive staff will be required.  As we are  required  to
seek  talent  in outside market, we will be required to provide a competitive
compensation package.

     As  overall  policy, however, the Board continues to believe that  long-
term compensation tied to the creation of stockholder value should constitute
a  significant  component of the compensation to be earned by  our  executive
officers.  In  this  respect, it will be the Board's  policy  to  attempt  to
restrain  base  cash compensation (subject to competitive  pressures),  while
providing  the  incentive  for Management to increase  stockholder  value  by
providing  such officers with significant numbers of market-price stock  that
will  not confer value upon the officers unless and until the Company's share
price  rises.   The  Board  of  Directors expects  that  stock  options  will
constitute  a significant component of the compensation package  provided  to
executive officers.

     The  Board  believes that cash bonuses are, at times, appropriate  based
upon  the  performance  of the Company's business compared  to  our  internal
expectations and general business conditions.

Section 16(a) Beneficial Ownership Reporting Compliance

      Section  16(a) of the Securities Exchange Act of 1934, as amended  (the
"Exchange  Act"), requires Mega Micro executive officers and  directors,  and
persons  who  beneficially own more than ten percent of Mega  Micro's  common
stock,  to  file  initial  reports of ownership and  reports  of  changes  in
ownership  with the SEC. Executive officers, directors and greater  than  ten
percent  beneficial owners are required by SEC regulations  to  furnish  Mega
Micro  with copies of all Section 16(a) forms they file. Based upon a  review
of   the   copies  of  such  forms  furnished  to  Mega  Micro  and   written
representations from Mega Micro executive officers and directors, Mega  Micro
believes  that during fiscal 2000 all forms 3 and 4 were filed  on  a  timely
basis for Mega Micro executive officers and directors.

<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION

      The  following table sets forth the cash compensation of the  Company's
executive  officers and directors during each of the fiscal  years  1999  and
2000.  The remuneration described in the table does not include the  cost  to
the  Company of benefits furnished to the named executive officers, including
premiums  for health insurance and other benefits provided to such individual
that  are  extended in connection with the conduct of the Company's business.
The  value of such benefits cannot be precisely determined, but the executive
officers  named  below did not receive other compensation in  excess  of  the
lesser of $50,000 or 10% of such officer's cash compensation.

Summary Compensation Table
<TABLE>
                                                          Long Term
                               Annual Compensation       Compensation
Name and Principal                           Other     Restric-
     Position         Year  Salary  Bonus    Annual      ted     Options
                                           Compensati   Stock
                                               on
<S>                   <C>   <C>    <C>     <C>         <C>       <C>
Robert Stander        2000  $8,468      0           0  236,200    200,000
                                                                     0
                      1999       0      0           0        0       0
Thomas    Embrogno,   2000  14,168      0           0  348,939    200,000
Jr.                                                                  0
                      1999  29,168      0           0        0       0
David Steffey         2000  71,346      0           0   50,000       0
                      1999   4,038      0           0        0     50,000
Timothy White         2000       0      0           0  100,225       0
                      1999       0      0           0        0       0
Mike King             2000       0      0           0  200,225       0
                      1999       0      0           0        0       0
Bruce Voss            2000       0      0           0  100,000       0
</TABLE>
Compensation of Directors

   All  directors will be reimbursed for expenses incurred in attending Board
   or committee meetings.

Stock Option Plan

     The  following  descriptions apply to the stock option  plan  which  the
Company has adopted:

     The  Company reserved for issuance an aggregate of 1,000,000  shares  of
common stock of which under a Stock Option Plan (the "Stock Option Plan") and
Non-Employee  Directors' Plan described below (the "Directors'  Plan")  which
has  been  adopted  by  the Company.  These plan are  intended  to  encourage
directors,  officers,  employees and consultants of the  Company  to  acquire
ownership of common stock.  The opportunity so provided is intended to foster
in  participants  a  strong incentive to put forth  maximum  effort  for  the
continued  success and growth of the Company, to aid in retaining individuals
who  put  forth such efforts, and to assist in attracting the best  available
individuals to the Company in the future.

     Officers (including officers who are members of the Board of Directors),
directors (other than members of the Stock Option Committee (the "Committee")
to  be  established  to administer the Stock Option Plan and  the  Directors'
Plan) and other employees and consultants of the Company and its subsidiaries
(if  established) will be eligible to receive options under the planned Stock
Option  Plan.  The Committee will administer the Stock Option Plan  and  will
determine  those  persons  to whom options will be  granted,  the  number  of
options  to be granted, the provisions applicable to each grant and the  time
periods during which the options may be exercised.  No options may be granted
more than ten years after the date of the adoption of the Stock Option Plan.

<PAGE>

     Unless  the  Committee,  in its discretion, determines  otherwise,  non-
qualified  stock options will be granted with an option price  equal  to  the
fair  market  value of the shares of common stock to which the  non-qualified
stock  option relates on the date of grant.  In no event may the option price
with respect to an incentive stock option granted under the Stock Option Plan
be  less  than  the  fair  market value of such common  stock  to  which  the
incentive  stock  option relates on the date the incentive  stock  option  is
granted.

     Each option granted under the Stock Option Plan will be exercisable  for
a  term  of  not more than ten years after the date of grant.  Certain  other
restrictions will apply in connection with this Plan as to when  some  awards
may  be  exercised.  In the event of a change of control (as defined  in  the
Stock Option Plan), the date on which all options outstanding under the Stock
Option  Plan  may  first  be exercised will be accelerated.   Generally,  all
options terminate 90 days after a change of control.

                                Option Grants

     The Board of directors adopted and the stockholders approved the
adoption of our 1999 stock option plan pursuant to which incentive stock
options or nonstatutory stock options to purchase up to 1,000,000 shares of
common stock may be granted to employees, directors and consultants. Pursuant
to the plan we granted stock options as follows:
<TABLE>
     Options             Exercise Price      Number of Shares
   Outstanding
<S>                       <C>               <C>
As of 12/31/2000
           Granted                   $0.50             905,500
         Exercised                       0                   0
            Vested                       0             227,449

As of 3/31/2001
           Granted                   $0.50             817,000
         Exercised                       0                   0
            Vested                       0             304,327

</TABLE>


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners.

      The  following table sets forth certain information as of December  31,
2000  with  respect to the beneficial ownership of common stock by  (i)  each
person  who  to the knowledge of the Company, beneficially owned or  had  the
right  to  acquire  more than 5% of the Outstanding common stock,  (ii)  each
director of the Company and (iii) all executive offices and directors of  the
Company as a group.

<PAGE>
<TABLE>
                                                             Percent
                                               Number      Beneficially
Name of Beneficial Owner (1)                  of Shares      Owned (2)
<S>                                          <C>            <C>
Thomas  Embrogno, Jr., President  and  COO       722,878          .04
(3)
Robert Stander, Chairman and CEO (4)             497,400          .03
David Steffey, Secretary/Treasurer (5)           125,000         .008
Timothy White, Director                          104,950         .006
Mike King, Director                              200,450          .01
Bruce Voss, Director                             100,000         .006
                                              ------------  -----------
All Directors & Officers as a Group            1,750,678        10.3%
                                              ------------  -----------
</TABLE>


(1)  As  used in this table, "beneficial ownership" means the sole or  shared
  power to vote, or to direct the voting of, a security, or the sole or shared
  investment power with respect to Common Stock (i.e., the power to dispose of,
  or to direct the disposition of, a security).  In addition, for purposes of
  this  table,  a  person is deemed, as of any date, to  have  "beneficial
  ownership" of any security that such person has the right to acquire within
  60 days after such date.  The address of each person is care of the Company.
(2)  Figures are rounded to the nearest percentage. Less than 1% is reflected
as 0%.
(3)  Includes 25,000 shares of options exercisable within 60 days.
(4)  Includes 25,000 shares of options exercisable within 60 days.
(5)  Includes 25,000 shares of options exercisable within 60 days.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     N/A

ITEM  13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND  REPORTS ON FORM 8-K

(a)  Documents filed as part of this Report

     1.   Financial Statements:

          INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

          Financial Statements:
          Balance Sheet                                            F-1
          Statement of Operation                                   F-2
          Statement of Changes in Stockholders'                    F-3
          Statement of Cash Flows                                  F-4
          Notes to Consolidated Financial Statements        F-5 - F-10

                All schedules are omitted because they are not applicable  or
          the  required  information is shown in the  consolidated  financial
          statements or notes thereto.
<PAGE>

          2.   Reports on Form 8-K

                       During  the  fiscal year 2000, the Company  filed  the
          following 8-K.
               a.   8-K12G3 filed May 1, 2000

                       Subsequent to the end of the fiscal year, the  Company
               filed the following reports on Form 8-K.

               b.   8-K filed January 19, 2001
c.   8-K/A filed January 31, 2001
d.   8-K filed February 15, 2001

          3.   Exhibits

Exhibit                         Description
Number
(1)      N/A
(2)*     (a)          Acquisition  Agreement and  Plan  of  Merger
                      with TourPro Golf, Inc. (Incorporated by
                      reference)
         (b)          Asset   Purchase  Agreement   between   Skylink
                      Network,  Inc.,  Mirage  Computers,  Inc.  and Mirage
                      Internet Communications, Inc.
         (c)          Acquisition  Agreement and  Plan  of  Merger
                      with Mega Micro, Inc., a California Corporation
         (d)          Subsidiary  Purchase Agreement  between  Mega
                      Micro Technologies Group, Mega Micro,Inc. and
                      Tarnutzer Toys LLC and Jason Tarnutzer
(3)(i)    Articles of Incorporation
         (a)          Amended  and  Restated Articles of Incorporation  for
                      Mirage Computers, Inc.
         (b)          Amended   Articles   of  Incorporation   for   Mirage
                      Computers,   Inc.  changing  name  to   Mega   Micro
                      Technologies Group
         (c)          Articles of Incorporation of Mirage Internet
                      Communications, Inc.
         (d)          Amendment  to  Articles of  Incorporation  of
                      Mirage  Internet Communications, Inc. changing  name
                      to Type 2 Communications, Inc.
(3)(ii)  Bylaws
         (a)          Amended   and   Restated   Bylaws   of   Mega   Micro
                      Technologies   Group  (formerly  Mirage   Computers,
                      Inc.)
         (b)          Bylaws  of  Type  2  Communications,   Inc.
                      (formerly Mirage Internet Communications, Inc.)
(4)      Instruments defining the rights of security holders:
(4)(i)   (a)          Amended  and  Restated Articles of Incorporation  for
                      Mega   Micro  Technologies  Group  (formerly  Mirage
                      Computers, Inc.)
         (b)          Articles of Incorporation for Type 2
                      Communications,   Inc.  (formerly  Mirage   Internet
                      Communications, Inc.)
         (c)          Amended   and   Restated   Bylaws   of   Mega   Micro
                      Technologies   Group  (formerly  Mirage   Computers,
                      Inc.)
         (d)          Bylaws  of  Type  2  Communications,   Inc.
                      (formerly Mirage Internet Computers, Inc.)
(5)      N/A
(8)      N/A
(9)      N/A
(10)     Material Contracts
         (a)          Stock Exchange Agreement with Capital Growth, LLC
(11)     N/A
(13)     N/A
(15)     N/A
(16)     N/A
(17)     N/A
(18)     N/A
(19)     N/A
(20)     N/A
(21)     N/A
(22)     N/A
(23)     N/A
(24)     N/A
(25)     N/A
(26)     N/A
(99)     Cautionary    Statement   Regarding    Forward    Looking
         Statements
*    Filed in an 8-K on May 1, 2000

<PAGE>
                                 SIGNATURES

      Pursuant  to the requirements of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on our behalf by the undersigned, thereunto duly authorized.

MEGA MICRO TECHNOLOGIES GROUP                DATED: April 5, 2001



By:  /s/ Thomas Embrogno
     Thomas Embrogno, President

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

Signature                     Title                              Date

/s/Robert Stander           Chief Executive Officer,        April 5, 2001
Robert Stander              Chairman of the Board

/s/Thomas Embrogno, Jr.     President,                      April 5, 2001
Thomas Embrogno, Jr.        Chief Operating Officer

/s/David Steffey            Secretary/Treasurer             April 5, 2001
David Steffey               Chief Financial Officer

/s/ Timothy White           Director                        April 5, 2001
Timothy White

/s/Mike King                Director                        April 5, 2001
Mike King

<PAGE>
<TABLE>
                                  UNAUDITED

              MEGA MICRO TECHNOLOGIES GROUP, INC AND SUBSIDIARY
                         CONSOLIDATED BALANCE SHEETS
                         DECEMBER 31, 2000 AND 1999


                                   ASSETS
                                                        DECEMBER 31
                                                       -------------
                                                     2000           1999
                                                   -------         -------
<S>                                               <C>             <C>
Current Assets
Cash and Cash Equivalents                           $    82,528  $    226,916
Accounts receivable, net of allowance for               343,731       146,818
doubtful accounts of $21,000 and $19,000 in
2000 and 1999, respectively
Inventories, net of valuation allowance of              230,225       179,102
$17,000 and $13,000 in 2000 and 1999
respectfully
Prepaid expenses and other current assets                 7,600            --
                                                    -----------  ------------
     Total current assets                               664,084       552,837
                                                    -----------  ------------
Property and equipment, net (Note 2)                    316,388       189,403
Deposits                                                 12,645       115,560
                                                    -----------  ------------
     Total non-current assets                           329,033       304,963
                                                    -----------  ------------
     Total assets                                  $    993,117  $    857,800
                                                    ===========  ============

</TABLE>

                    LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<S>                                              <C>             <C>
Current Liabilities
Accounts payable and accrued expenses            $    1,238,117  $    757,619
Related party notes payable (Note 4)                     67,966        64,431
Notes Payable                                           561,041       340,984
Capital lease obligations                                18,290        16,875
Deferred Revenue                                             --        69,883
                                                    -----------    ----------
     Total current liabilities                        1,885,414     1,249,792
                                                    -----------    ----------
Non-current liabilities
Notes payable, less current portion (Note 4)              2,704         2,821
Capital lease obligation, less current                   51,125        59,004
portion (Note 3)
Deferred Rent                                                --        28,636
                                                    -----------     ---------
     Total non-current liabilities                       53,829        90,461
Minority Interest in Subsidiary                         (8,377)            --
                                                     ----------     ---------
     Total liabilities                                1,930,866     1,340,253
                                                  -------------  ------------
</TABLE>

Commitments and contingencies (Note 6 and 7)
<TABLE>
<S>                                                 <C>             <C>
Shareholders' Equity
Common stock, $.001 par value. Authorized                17,327         9,030
50,000,000; issued and outstanding 16,918,193
and 8,405,267 at December 31, 2000 and 1999
respectively
Additional paid in capital                            2,866,161     1,622,315
Accumulated (deficit)                               (3,821,237)   (2,113,798)
                                                  -------------  ------------
Total shareholders' equity (deficit)                  (937,749)     (482,453)
                                                  -------------  ------------
Total liabilities and shareholders' equity         $    993,117  $    857,800
</TABLE>


         See accompanying Notes to Consolidated Financial Statements

<PAGE>
<TABLE>

                                  UNAUDITED
             MEGA MICRO TECHNOLOGIES GROUP, INC. AND SUBSIDIARY
               CONSOLIDATED FINANCIAL STATEMENTS OF OPERATIONS
                         DECEMBER 31, 2000 AND 1999


                                                     December 31,
                                                   -----------------
                                                2000              1999
                                               -------           ------
<S>                                        <C>                 <C>
Sales                                       $    13,629,877    $    4,794,375
Cost of Sales                                    11,909,185         3,586,255
                                             --------------     -------------
     Gross Profit                                 1,720,692         1,208,120

Selling general and administrative                3,921,251         2,188,992
expenses
                                             --------------      ------------
     Operating loss                             (2,200,560)         (980,872)
Other income (expense)                       --------------      ------------
 Interest income (expense), net                    (69,689)          (69,649)
 Gain on disposal of assets, net                    253,592           (8,760)
Expenses in connection with private                      --         (159,938)
placement
Minority interest loss                               47,957                --
                                             --------------      ------------
                                                    231,859         (238,347)
                                             --------------      ------------
     Net loss                              $    (1,968,701)  $    (1,219,219)
                                           ================  ================
Basic and diluted (loss) per common        $         (0.23)  $         (0.07)
share
                                           ================  ================
Weighted average number of common shares          8,405,267        16,918,193
outstanding                                  ==============   ===============

</TABLE>

         See accompanying Notes to Consolidated Financial Statements
<PAGE>
<TABLE>


                                  UNAUDITED
              MEGA MICRO TECHNOLOGIES GROUP, INC AND SUBSIDIARY
               CONSOLIDATED STATEMENTS OF SHAREHOLDER' EQUITY
                         DECEMBER 31, 2000 AND 1999

                                  COMMON STOCK     ADDITIONAL     RETAINED
                                                    PAID IN      EARNINGS/
                                                    CAPITAL     (ACCUMULATED
                                                                  DEFICIT)
                               -----------------
                               SHARES    AMOUNT
                                -------------------------------------------
<S>                             <C>         <C>       <C>         <C>
Balances, 12/31/98               8,001,492   8,001    509,914       (894,579)
Issuance of Common Stock                               35,000
Warrants
Issuance of Common Stock in         21,775      22     54,416
Exchange for Legal Services
Issuance of Common Stock in        422,000     422  1,054,578
Private Placement
Cancellation of Common Stock      (40,000)    (40)   (31,593)
in Exchange for Assets
Net Loss for the Year                                             (1,219,219)
                                  -------------------------------------------
Balances, 12/31/99               8,405,267   8,405  1,622,315     (2,113,798)

Issuance of Common Stock in        650,000     650    175,361         261,262
Connection with Purchase of
Mega Micro, Inc.
Issuance of Common Stock in        128,570     129    158,191
Connection with Purchase of
Type 2 Communications, Inc.
Issuance of Common Stock in            280     410    149,925
Connection with Private Sale
Issuance of Common Stock in      1,262,000   1,262    278,738
Exchange for Professional
Services
Issuance of Common Stock in         42,000      42    104,958
Private Placement
Cancellation of Common Stock   (3,000,000) (3,000)      3,000
in Exchange for New Shares
Issuance of Common Stock as        948,699     949    179,082
Compensation to Employees and
Directors
Issuance of Common Stock in        416,726    417,    202,656
Connection with Debt
Conversion
Issuance of Common Stock in      8,064,651   8,065    (8,065)
Connection with Stock
Dividend
Net Loss for the Year                                             (1,968,701)
                                  -------------------------------------------
Balances, 12/31/00              16,918,193  17,327  2,866,161     (3,821,237)
                                  ===========================================
</TABLE>

         See accompanying Notes to Consolidated Financial Statements
<PAGE>
<TABLE>

                                  UNAUDITED
             MEGA MICRO TECHNOLOGIES GROUP, INC. AND SUBSIDIARY
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                         DECEMBER 31, 2000 AND 1999

                                            YEAR ENDED DECEMBER 31,
                                          ----------------------------
                                             2000                1999
                                            -------            -------
<S>                                      <C>               <C>
Cash flows from operating
activities:
Net income (loss)                         $    (1,968,701) $    (1,219,219)
Adjustments to reconcile net income
to net cash provided by operating
activities
Depreciation and amortization                      199,380           93,054
Increase(decrease) in provision for                  3,000         (52,000)
accounts receivable
Increase(decrease) in provision for                  4,000            3,000
inventory obsolescence
Changes in assets and liabilities:
Decrease (increase) in accounts                  (199,913)           51,520
receivable
Decrease (increase) in inventories                (55,123)           32,548
Decrease (increase) in other                       (7,600)
current assets
Increase in accounts payable and                                    351,609
accrued expenses
Increase in deferred revenue                                         39,914
Increase in deferred rent                                            10,391
                                          ----------------   --------------
     Net cash (used) by operating              (2,024,957)        (689,183)
activities
                                          ----------------   --------------
Cash flows from investing
activities:
Expenditures for business                      (1,190,861)               --
acquisitions
Proceeds from sale of fixed assets                 435,000           40,909
                                           ---------------   --------------
     Net cash (used in) investing                (755,861)           40,909
activities
                                           ---------------   --------------
Cash flows from financing
activities:
Decrease (increase) in deposits                    102,915         (96,211)
Borrowings from related party notes                  3,535           48,565
payable
Borrowings from notes payable                           --          165,200
Repayment of notes payable                       (202,656)               --
Repayment of capital lease                         (6,464)         (15,575)
obligations
Proceeds from issuance of common                 2,883,488          789,963
stock
                                            --------------    -------------
Net cash provided by financing                   2,780,818          891,942
activities
                                            --------------   -------------
                                                        --          243,668
                                                    82,528         (16,752)
                                            --------------    -------------
                                          $         82,528     $    226,916
                                       =================== ================

</TABLE>

         See accompanying Notes to Consolidated Financial Statements
<PAGE>


NOTE  1  -  DESCRIPTION  OF  BUSINESS AND SUMMARY OF  SIGNIFICANT  ACCOUNTING
POLICIES

  (a)  DESCRIPTION OF BUSINESS

  Mega  Micro  Technologies Group (formerly Mirage Computers, Inc.)  and  its
wholly  owned  subsidiary,  Mega  Micro, Inc.,  markets  computers,  computer
components, software, and custom built systems to corporate customers and  to
businesses  serving business.  Mega Micro Technologies Group,  Inc.  and  its
subsidiary  provide a suite of products and related services to assist  small
and medium sized companies in their document management needs.

  On  July  20,  1999 the Company merged with Torrey Pines Productions,  Inc.
("Torrey").  Torrey had 3,001,492 shares of common stock outstanding  at  the
time  of the merger and issued 5,000,000 shares to the Company's shareholders
in exchange for 11,200 shares of the Company.  Torrey had never commenced any
significant  operations and was considered a public "shell".   On  August  9,
1999,  the  Company was dissolved , with Torrey being the surviving  company.
For  financial and accounting reporting purposes, the acquisition was treated
as a recapitalization with the company as the acquirer (reverse acquisition)

  On  January 7, 2000, the Company acquired 100% of the outstanding shares of
Mega  Micro,  Inc.  ("MMI") a privately held Corporation that  assembles  and
markets  computers  and  computer components to businesses  in  the  Southern
California  area.  MMI had 5,000 shares of stock outstanding at the  time  of
the  merger.   The  Company issued 625,000 shares of common  stock  to  MMI's
shareholder  in  exchange  for all of MMI's outstanding  common  stock.   MMI
became  a  wholly  owned  subsidiary  on  the  Company.   For  financial  and
accounting  reporting  purposes, this merger  was  previously  treated  as  a
pooling  of  interests,  however management has  elected  to  reclassify  the
purchase as a pooling of assets.  Effective March 22, 2001, the Company  sold
Mega  Micro, Inc. to a Company for the amount of $200,000 plus 500,000 shares
of  the  Company's stock which was issued to a prior founder.  The subsidiary
had  a  net asset value at the time of sale of approximately $50,000 and  had
operated at a loss for almost ten months prior to the sale. (See Note 8)

  On  January  12,  2000  the  Company purchased certain  assets  of  Skylink
Networks, Inc. ("Skylink") a privately held Internet service provider  (ISP),
for 128,571 shares of the Company's Rule 155 restricted common stock at $3.50
per  share, which equaled the market value of the Company's common  stock  on
January  4,  2000, the date the acquisition was authorized.  The  acquisition
agreement   provided  as  additional  consideration  a  two-year   employment
agreement  with  Skylink's sole shareholder, which included  $95,000  payable
over a one-year period in four quarterly installments.

  On  April  10, 2000 the Company changed its name to Mega Micro Technologies
Group.   On  April 27, 2000 Mirage Internet Communications, Inc. changed  its
name to Type 2 Communications, Inc. (See Note 6)

  On  April 27, 2000, pursuant to an Acquisition Agreement and Plan of Merger
entered  into  by  and between Mega Micro and TourPro Golf,  Inc.,  a  Nevada
Corporation  (TourPro), (a company subject to the reporting  requirements  of
the  Securities  and Exchange Act of 1934) all of the outstanding  shares  of
common  stock of TourPro were exchanged for 150,000 shares of 144  restricted
common  stock  of Mega Micro, in a transaction in which Mega  Micro  was  the
successor and took on the reporting requirements of TourPro.

  (b) CONSOLIDATION POLICY AND BASIS OF PRESENTATION

  The  consolidated financial statements include the accounts of  Mega  Micro
Technologies Group and its subsidiary. All significant inter-company balances
and transactions have been eliminated in consolidation.

<PAGE>

  (c) CASH AND CASH EQUIVALENTS

  The  Company considers all highly liquid money market funds and  short-term
securities  with  original  maturities of  less  than  90  days  to  be  cash
equivalents.  These investments are stated at cost, which  approximates  fair
value.

  (d) INVENTORIES

  Inventories  are  recorded  at  the  lower  of  cost  or  market.  Cost  is
determined principally on the first-in first-out method. Inventories  consist
of computer components and other hardware.

  (e) PROPERTY AND EQUIPMENT

  Property  and  equipment are stated at cost. Depreciation is recognized  on
the  straight-line method over the following estimated useful  lives  if  the
assets.  Depreciable lives of property and equipment are as follows:

Machinery and Equipment                   3 to 5 years
Furniture and fixtures                         7 years
Vehicles                                       5 years
Leasehold improvements                         5 years
Building                                       40 years

  Leasehold improvements are amortized over the lesser of the lease  term  or
the useful life of the assets.

  Normal repairs and maintenance are charged to expense when incurred.
Betterments and expenditures, which materially extend the useful life of the
assets are capitalized.

  (f) INCOME TAXES

  Income  taxes  are  accounted  for under the asset  and  liability  method.
Deferred  tax  assets  and  liabilities are recognized  for  the  future  tax
consequences  attributable  to differences between  the  financial  statement
carrying amounts of existing assets and liabilities and their respective  tax
bases  and  operating loss and tax credit carryforwards. Deferred tax  assets
and  liabilities are measured using enacted tax rates expected  to  apply  to
taxable income in the years in which those temporary differences are expected
to  be  recovered or settled.  Deferred tax assets are reduced by a valuation
allowance when more likely than not that some portion or all of the  deferred
tax  assets  will  not  be realized. The effect on deferred  tax  assets  and
liabilities of a change in tax rates is normally recognized in income in  the
period that includes the enactment date.

  (g) REVENUE RECONITION

  The  Company  records revenue on product sales when shipped.   Revenues  on
service  contracts  are  deferred  and  recognized  over  the  terms  of  the
agreements,  based  on  applicable hourly or  periodic  rates.   Revenues  in
extended  warranties are deferred and recognized ratably  over  the  warranty
period.

  (h)   DEFERRED RENTS

  Rents  associated  with  operating leases that contain  escalation  clauses
have  been  recorded  using  a straight-line method  over  the  term  of  the
respective  lease.  Deferred rent represents the excess of the  straight-line
rent over current rental rates.

<PAGE>

  (i)     WARRANTY COSTS

  The  Company warrants its products for a period ranging from three  to  six
months from the date of delivery, provided the products are used under normal
operating  conditions. The Company accrues a reserve for product warranty  at
the time of sale.
  (j)    NET LOSS PER SHARE

  In  accordance with FASB No. 128 Earnings Per Share, the Company's net loss
per  share  is  based  on  the  weighted  average  number  of  common  shares
outstanding.   Common equivalent shares, consisting of the  effect  of  stock
options  and warrants, are excluded from the per share calculations,  as  the
effect of their inclusion would be antidilutive.

  (k)    USE OF ESTIMATES

  Management has made a number of estimates and assumptions relating  to  the
reporting  of assets and liabilities and the disclosure of contingent  assets
and  liabilities  to  prepare  these  consolidated  financial  statements  in
conformity  with  generally  accepted accounting principles.  Actual  amounts
could differ from these estimates.

  (l)     NAME CHANGE

  On  April  10,  2000  the Company changed its name from Mirage  Computer's,
Inc.  to  Mega  Micro  Technologies Group, Inc. On  April  27,  2000,  Mirage
Internet Communications, Inc. changed its name to Type 2 Communications, Inc.

NOTE 2 - PROPERTY AND EQUIPMENT

  Property  and equipment consists of the following as of December  31,  1999
and 1998:

<TABLE>
                                          2000               1999
                                         ---------           --------
<S>                                   <C>                <C>
Machinery & Equipment                 $    128,316       $    232,018
Furniture and fixtures                     450,919            141,721
Vehicles                                    90,122             86,837
Leasehold improvements                      47,960            141,839
Buildings                                      ---            655,389
Land                                           ---            300,000
                                                         ------------
Less accumulated depreciation            (400,929)          (325,113)
                                    --------------     --------------
                                      $    316,388     $    1,123,691
                                     =============     ==============

</TABLE>

Depreciation  expense was $199,380 and $ 93,054 for the years ended  December
31, 2000 and 1999 respectively.

<PAGE>

NOTE 3  - CAPITAL LEASE OBLIGAITONS

  The  Company  has  capitalized leases for certain equipment  and  vehicles.
The  approximate  future minimum lease payments required under  noncancelable
lease obligations for future years as of December 31, 1999 are as follows:

<TABLE>

<S>                                          <C>
 2001                                        $         23,240
 2002                                                  23,240
 2003                                                  19,974
 2004                                                   2,892
                                               --------------
 Total minimum lease payments                          69,346
 Less amount representing interest                   (10,342)
                                               --------------
 Present value of minimum lease payment                59,004
 Less  current  obligation under  capital              18,290
 lease
                                               --------------
                                             $         40,714
 Obligations   under   capital    leases,           =========
 excluding current position
</TABLE>

Included  in  equipment and vehicles at December 31, 2000 and  1999  are  the
amounts totaling $90,122 and $99,010 with accumulated depreciation of $47,304
and  $33,362 recorded pursuant to capital lease agreements.  Depreciation  of
equipment  under capital leases is included in depreciation  expense  in  the
accompanying financial statements

NOTE 4 - NOTES PAYABLE

    Notes Payable at December 31, 2000 and 1999, consisted of the following:


                                                   2000              1999
                                                -------           -------
Notes  Payable to Related  Party  at   $         67,966                 $
6.0% to 8.0%,  unsecured, with final                              190,918
payments due between  September 2000
and December 2001.
Notes  payable  at  8.0%  to  10.0%,            563,745           343,805
unsecured, payable
  in monthly installments of $3,904,
final payments
   due  between January and December
2001.
                                           ------------      ------------
Total                                 $         631,711                 $
                                                                  534,723
                                                 ======            ======

Scheduled maturities on long term debt at December 31, 1999 is as follows:

2001                                                                    $
                                                                  629,007
2001                                                                2,704
                                                              -----------
                                                                        $
                                                                  631,711
                                                                  =======

<PAGE>

NOTE 5 - STOCK DIVIDEND

  The  Company  issued  a  100%  stock dividend on  April  28,  2000  issuing
8,064,651  shares of common stock.  One share of Common Stock was issued  for
each share of common stock outstanding to the shareholder of record as of the
date  of issue. The dividend was approved by the board of directors and by  a
majority vote of the shareholders.

NOTE 6 - MERGER WITH TOURPRO GOLF, INC.

  On  April  27, 2000 the Company merged with TourPro Golf, Inc. ("TourPro").
The  company  issued 150,000 shares to TourPro shareholders' in exchange  for
all  9,800,000 outstanding shares of TourPro's common stock. The Company then
canceled  all  TourPro  shares. TourPro has never commenced  any  significant
operations  and is considered a public "shell".  Upon completion  of  merger,
TourPro  was  dissolved, with the Company being the  surviving  issuer.   For
accounting and reporting purposes, the acquisition was treated as  a  reverse
merger with the Company as the acquirer and surviving issuer.

  Had  the acquisition occurred on January 1, 1999, there would have been  no
material  effect on the net sales, operating loss, net loss years,  or  basic
and  diluted  earnings per share for the years ended December  31,  2000  and
1999.

NOTE 7 -  CANCELLATION OF SHARES

  On February 2, 2000 the Company reduced its outstanding common stock by
3,000,000 shares.  The share reduction was accomplished through a tri-party
agreement between the Company, Capital Growth LLC and two of the Company's
former founders.  In a private transaction, Capital Growth LLC purchased from
the former officers 3,500,000 shares of restricted common stock bound by an
18-month lock up agreement for cash and 18-month promissory notes.  The
Company negotiated and authorized the cancellation of the 3,500,000 shares of
common stock subject to the lock up agreement, in consideration for 500,000
shares of restricted common stock.

  As  a condition to the tri-party agreement, the Company agreed to guarantee
the  payment  of  the promissory notes with shares of its  common  stock.  If
Capital  Growth LLC defaults on the payment of the promissory notes (combined
principal  balance  of  $200,000), which are due  June  1,  2001  and  accrue
interest at 6% per annum, the Company is obligated to issue an amount of  its
common stock at $0.14 per share to repay the promissory notes. The number  of
shares that would need to be issued is approximately 1,5000,000.

NOTE 8 - SUBSEQUENT EVENTS

  (a)     Repayment of debt with common stock

  On  February 28, 2001, the Company issued 446,444 shares of common stock at
$.50 per share as payment in full of a $200,000 note payable with interest of
23,223 by the Company to an individual.

  (b)     Sale of Mega Micro, Inc. Subsidiary

  Effective  March  22,  2001,  the Company  sold  Mega  Micro,  Inc.  to  an
individual  for the amount of $200,000 plus 500,000 shares of  the  Company's
common stock which was held by a founder of the Company and a principal  with
the  acquiring Company.  The subsidiary had a net asset value at the time  of

<PAGE>

sale  of  approximately $50,000 and had operated at a  loss  for  almost  ten
months  prior to the sale.  Management had determined that given the  current
status of the retail computer hardware industry, it was in the Companies best
interest  to  sell the operating subsidiary.  The sale was  approved  by  the
Board of Directors.

NOTE 9 - LIQUIDITY AND CAPITAL RESOURCES

  The  Company's  success is substantially dependent upon raising  additional
capital  through private placement and/or obtaining additional financing  and
generating positive operating earnings and cash flows.   While there  can  be
no  assurances,  management anticipates that the  funds  raised  through  the
private  placement  as  well  as  funds generated  from  operations  will  be
sufficient  to allow it to continue operations.  However, if the  Company  is
not  able to raise a sufficient amount of financing through private placement
or  form other sources and it is unable to improve its profitability and cash
flows,  it  may  be unable to continue operations.  If is ceased  operations,
assets would likely be liquidated at amounts less than their carrying value.